USA.TO · 2018-11-26 12:00:00

Americas Silver Provides Pershing GOLD Transaction and General Corporate Updates

Mergers & Acquisitions

AMERICAS SILVER PROVIDES PERSHING GOLD TRANSACTION AND GENERAL CORPORATE UPDATES

TORONTO, ONTARIO—November 26, 2018—Americas Silver Corporation (TSX: USA) (NYSE A m e r i c a n :

USAS) (“Americas Silver” or the “Company”) is pleased to announce developments in the pending merger

transaction (the “Transaction”) with Pershing Gold Corporation (“Pershing Gold”), including details of the

special meeting of shareholders (the “Special Meeting”), and a general corporate update.

Pershing Gold Transaction Update

On September 28, 2018, the Company entered into a definitive agreement to complete a business

combination with Pershing Gold. The combination will add a shov el‐ready, gold‐silver development

project in Nevada that adds significant precious metal growth to the Company’s production profile. Once

completed, Relief Canyon is ex pected to produce 75,000 to 90,00 0 ounces of gold annually at low cash

costs over an initial seven‐year life and generate annual post‐tax cash flow from $25 to $30 million. 1 This

transformative combination is expected to increase the Company’ s precious metal production by over 5

times with precious metals representing greater than 60% of silver equivalent production.

Both the Americas Silver and Pershing Gold management teams and their advisors have been working

diligently to complete the necessary regulatory requirements re lated to the Transaction. A preliminary

Form F‐4 proxy statement/prospectus (“F‐4”) was filed on November 5, 2018, and on November 14, 2018,

the Company received clearance to request its effectiveness. The Company will file Amendment No. 1 to

the F‐4 and expects it to be declared effective prior to the en d of November. Effective November 21,

2018, Americas Silver and Pershin g Gold jointly filed the requi red notice with the Committee on Foreign

Investment in the United States. The Company expects that the applicable 45‐day review period will

commence before the end of November.

In connection with the above, Americas Silver and Pershing Gold have each now set their meeting date in

respect of the Transaction at January 9, 2018 and provided the requisite notice thereof. The Company’s

record date for a shareholder’s entitlement to vote at the meeting has been set at November 30,

2018. Additional information about the special meeting of Americas Silver shareholders will be contained

in the Company's management information circular, which is expec t e d t o b e f i l e d a n d m a i l e d t o t h e

Company’s shareholders in mid‐December and will be available on Americas Silver's website and on its

SEDAR profile at www.sedar.com and its EDGAR profile at www.sec .gov.

Subject to the satisfaction of various conditions, including the requisite approvals of Americas Silver’s and

Pershing Gold’s shareholders at their respective meetings to be held on January 9, 2019, the Transaction

is expected to be completed shortly thereafter. Upon completion, each holder of Pershing Gold common

stock will be entitled to receive 0.715 of an Americas Silver common share for each share of Pershing Gold

common stock held (the “Exchange Ratio”) as of the effective time of the Transaction. Holders of Pershing

Gold preferred shares may elect to exchange those shares for ne w non‐voting preferred shares of

Americas Silver, adjusted in respect of exercise price and number based on the Exchange Ratio, or

common shares of Americas Silver based on the Exchange Ratio. E xisting common shareholders of

1 For further information regarding the Relief Canyon project please see “Technical Report and Feasibility Study for the Relief Canyon Project,

Pershing County, Nevada, U.S.A.” with an effective date of May 24, 2018, which is available on Pershing Gold’s EDGAR profile at

https://www.sec.gov/ and on SEDAR at www.sedar.com.

Americas Silver and Pershing will own approximately 64% and 36% , respectively, on an undiluted basis,

following the close of the Transaction.

Corporate Update

The fourth quarter of 2018 starte d on a strong note as the Comp any produced approximately 600,000

consolidated silver equivalent ounces in October from its opera tions making October the best month so

far this year. The San Rafael mine led the way as mill through put steadily increased through the month

to over 1,700 tonnes per day with this consistent performance c ontinuing into November. The strong

s h o w i n g c o m b i n e d w i t h s t e a d y p e r f o r m a n c e f r o m G a l e n a h a v e t h e Company on‐track for its best

production quarter for the year.

The Company is in discussions wi th numerous interested parties on the financing of the Relief Canyon

project. An updated will be provided to the market as to the status of the financing process following the

close of the transaction in January 2019. The Company expects t o have sufficient funding to support the

newly‐merged company through to the completion of the Relief Canyon financing.

About Americas Silver Corporation

Americas Silver is a silver mining company focused on growth in precious metals from its existing asset

base and execution of targeted accretive acquisitions. It owns and operates the Cosalá Operations in

Sinaloa, Mexico and the Galena Complex in Idaho, USA. The Compa ny holds an option on the San Felipe

development project in Sonora, Mexico.

Daren Dell, Chief Operating Officer and a Qualified Person under Canadian Securities Administrators

guidelines, has approved the applicable contents of this news release. For further information please see

SEDAR or americassilvercorp.com.

Cautionary Statement on Forward‐Looking Information:

This news release contains “forward-looking information” within the meaning of applicable securities

laws. Forward-looking information includes, but is not limited to, Americas S ilver’s and Pershing’s

expectations intentions, plans, assumptions and beliefs with re spect to, among other things, the

realization of exploration, operational, production, and develo pment plans, the Cosalá Operations

(including Zone 120) and Galena Complex; Americas Silver’s fina ncing efforts; the consummation of the

Transaction in accordance with its terms; the anticipated silver and gold production of the combined

company; potential improvements in production, cash flow, share holder liquidity, and access to capital;

perceptions of institutional shareholders and analysists; any potential re‐rating; references to anticipated

profits, risk, realized value and return; construction, production, and development plans at Relief Canyon

Mine; the relative ownership of shareholders in the combined company; the future management and

board of the combined company; the timing of shareholder proxies, meetings and the closing of the

Transaction; estimates and forecasts with respect to the expect ed project economics for Relief Canyon

derived from the Feasibility Study, such as estimates of averag e production, AISC, IRR, NPV; cash costs;

the availability of financing and the estimated construction ti meline for Relief Canyon Mine; and

opportunities for expanding the Relief Canyon Mine deposit and exploring opportunities on nearby lands.

Often, but not always, forward -looking information can be identified by forward -looking words such as

“anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may”, “assume” and “will” or similar

words suggesting future outcomes, or other expectations, belief s, plans, objectives, assumptions,

intentions, or statements about future events or performance. F orward-looking information is based on

the opinions and estimates of Americas Silver and Pershing as o f the date such information is provided

and is subject to known and unknown risks, uncertainties, and o ther factors that may cause the actual

results, level of activity, performance, or achievements of Ame ricas Silver or Pershing to be materially

different from those expressed or implied by such forward looking information. With respect to the

Transaction, these risks and uncertainties include the risk that Americas Silver or Pershing may be unable

to obtain any regulatory approvals required for the Transaction , or that regulatory approvals may delay

the transaction or cause the parties to abandon the Transaction; the risk that required stockholder

approvals may not be obtained; the risk that other conditions t o closing may not be satisfied; the length

of time needed to consummate the proposed Transaction, which may b e l o n g e r t h a n a n t i c i p a t e d f o r

various reasons; the risk that the businesses will not be integ rated successfully; the diversion of

management time on transaction‐related issues; the risk that co sts associated with the integration are

higher than anticipated; and litigation risks related to the Transaction. With respect to the businesses of

Americas Silver and Pershing, these risks and uncertainties include interpretations or reinterpretations of

geologic information, unfavorable exploration results, inability to obtain permits required for future

exploration, development or production, general economic condit ions and conditions affecting the

industries in which the Company and Pershing operate; the uncer tainty of regulatory requirements and

approvals; fluctuating mineral and commodity prices, and the ability to obtain necessary future financing

o n a c c e p t a b l e t e r m s o r a t a l l ; t h e a b i l i t y t o d e v e l o p a n d o p e r ate the Cosalá, Galena, Relief Canyon

properties, risks associated wit h the mining industry such as e conomic factors (including future

commodity prices, currency fluctuations and energy prices), gro und conditions and factors other factors

limiting mine access, failure of plant, equipment, processes and transportation services to operate as

anticipated, environmental risks, government regulation, actual r e s u l t s o f c u r r e n t e x p l o r a t i o n a n d

production activities, possible variations in ore grade or recovery rates, permitting timelines, capital

expenditures, reclamation activities, labor relations, social a nd political developments and other risks of

the mining industry. Although the Company has attempted to identify important factors that could cause

actual results to differ materially from those contained in forward-looking information, there may be

other factors that cause results not to be as anticipated, esti mated, or intended. Readers are cautioned

not to place undue reliance on such information. Additional inf ormation regarding the factors that may

cause actual results to differ materially from these forward‐lo oking statements is available in Pershing’s

filings with the Securities and Exchange Commission, including the Annual Report on Form 10‐K for the

year ended December 31, 2017, and in the Americas Silver’s filings with on SEDAR. Neither Americas Silver

nor Pershing undertake any obligation to update publicly or oth erwise revise any forward -looking

information whether as a result of new information, future events or other such factors which affect this

information, except as required by law. Neither Americas Silver nor Pershing gives any assurance (1) that

Americas Silver and Pershing will achieve its expectations, or (2) concerning the result or timing thereof.

All subsequent written and oral forward‐looking statements concerning Pershing, Americas Silver, the

proposed transaction, the combined company or other matters and attributable to Pershing or Americas

Silver or any person acting on their behalf are expressly qualified in their entirety by the cautionary

statements above.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the

solicitation of an offer to buy any securities or a solicitatio n of any vote or approval with respect to the

proposed transaction between Americas Silver and Pershing or ot herwise, nor shall there be any sale of

securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdict i on . N o of f e r of se c u r it i e s sh al l b e m ade

except by means of a prospectus meeting the requirements of Sec tion 10 of the United States Securities

Act of 1933, as amended.

Participants in Merger Solicitation

Pershing, Americas Silver and certain of their respective direc tors, executive officers and other members

of management and employees may be deemed to be participants in the solicitation of proxies from the

stockholders of Pershing and Americas Silver in connection with the proposed transaction. Information

about the directors and executive officers of Pershing is set forth in its proxy statement for its 2018 annual

meeting of stockholders, which was filed with the U.S. Securiti es and Exchange Commission (the “SEC”)

on April 30, 2018. Information about the directors and executive officers of Americas Silver is set forth in

its Form 6‐K for its 2018 annual meeting of shareholders, which was filed with the SEC on April 13, 2018.

These documents can be obtained free of charge from the sources indicated below. Other information

regarding those persons who are, under the rules of the SEC, pa rticipants in the proxy solicitation and a

description of their direct and indirect interests, by security holdings or otherwise, will be contained in

Pershing’s proxy statement/prospectus and other relevant materi als to be filed with or furnished to the

SEC when they become available.

Additional Information and Where to Find It

The proposed transaction (or certain matters related thereto) between Americas Silver and Pershing will

b e s u b m i t t e d t o t h e r e s p e c t i v e s t o c k h o l d e r s o f A m e r i c a s S i l v e r and Pershing for their consideration.

Americas Silver will file with the SEC a registration statement on Form F‐4 that will include a proxy

statement of Pershing that also constitutes a prospectus of Ame ricas Silver. Americas Silver will file an

Information Circular with the applicable Canadian securities administrators. Pershing will deliver the proxy

statement/prospectus to its stockholders as required by applica ble law. Americas Silver will deliver the

Information Circular to its stockholders as required by applica ble law. Americas Silver and Pershing also

plan to file or furnish other documents with the SEC regarding the proposed transaction. This press release

is not a substitute for any prospectus, proxy statement, information circular or any other document which

Americas Silver and Pershing may file with or furnish to the SE C in connection with the proposed

transaction. INVESTORS AND SECURITY HOLDERS OF AMERICAS SILVER AND PERSHING ARE URGED TO

READ THE PROXY STATEMENT/PROSPEC TUS AND INFORMATION CIRCULAR AN D ANY OTHER RELEVANT

DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY

B E C O M E A V A I L A B L E B E C A U S E T H E Y W I L L C O N T A I N I M P O R T A N T I N F O R M A T I ON ABOUT AMERICAS

SILVER, PERSHING, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders

will be able to obtain free copies of the proxy statement/prosp ectus and information circular and other

documents containing important information about Americas Silve r and Pershing, once such documents

are filed with the SEC through the website maintained by the SEC at www.sec.gov, and with the Canadian

securities administrators, through the website at www.sedar.com. Pershing and Americas Silver will make

available free of charge at www.pershinggold.com and www.americassilvercorp.com, respectively (in the

“Investor Relations” and “Investo rs” section, as applicable), c opies of materials they file with, or furnish

to, the SEC and the Canadian securities administrators.

For more information:

Darren Blasutti

President and CEO

416‐848‐9503

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