Americas Silver Provides Updates ON the Pershing GOLD Transaction and the San Felipe Property Option

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AMERICAS SILVER PROVIDES UPDATES ON THE PERSHING GOLD TRANSACTION AND

THE SAN FELIPE PROPERTY OPTION

TORONTO, ONTARIO—January 2, 2019—Americas Silver Corporation (TSX: USA) (NYSE American: USAS)

(“Americas Silver” or the “Company”) is pleased to provide an update on developments for the pending

merger transaction (the “Transaction”) with Pershing Gold Corporation (“Pershing Gold”) announced

September 30, 2018, including details of the special meeting of shareholders (the “Special Meeting”), and

to provide an update regarding its option agreement on the San Felipe property.

Pershing Gold Transaction Update

ISS and Glass Lewis Recommendations

Institutional Shareholder Services, Inc. ( “ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), two leading

independent proxy advisory firms 1, have recommended that shareholders vote in favour of the

Transaction at the upcoming special meeting with respect to the resolutions outlined in the Management

Information Circular (the “Circular”).

Both ISS and Glass Lewis RECOMMEND that shareholders of the Company VOTE IN FAVOUR of the

resolutions outlined in the Circular.

“Both ISS and Glass Lewis support the Transaction,” said Darren Blasutti, President and Chief Executive

Officer of Americas Silver . “These independent recommendations further support our belief that the

Transaction is in the best interests of our collective shareholders.”

Mailing of Special Meeting Materials and Voting Instructions

The meeting materials in connection with the Special Meeting , including the Circular, were mailed to

Company shareholders and filed on SEDAR and EDGAR on December 12, 2018. The Special Meeting will

be held on January 9, 2019. The record date for shareholders entitled to vote at the Special Meeting is

November 30, 2018.

The Company’s Board of Directors RECOMMENDS that shareholders of the Company VOTE IN FAVOUR

of the resolutions outlined in the Circular.

Americas Silver shareholders are encouraged to vote, which must be received by Computershare by 10:00

a.m. (EST) on January 7, 2019. Your vote is very important. Shareholders should vote using the applicable

form of proxy or voting instruction form today. Company shareholders who have questions about the

Transaction or need assistance voting may contact Shorecrest Group, Ltd., the solicitation agent for the

Transaction at:

Shorecrest Group, Ltd.

North America Toll-Free: 1-888-637-5789

Collect Calls Outside North America: 1-647-931-7454

E-mail: [email protected]

1 ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose

recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other

institutional shareholders.

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Possible CFIUS Approval Delay

As a condition of the Merger Agreement between Americas Silver and Pershing Gold, the Transaction must

obtain necessary approval from the Committee on Foreign Investment in the United States (“CFIUS”).

Americas Silver and Pershing Gold jointly filed the required notice with CFIUS on November 21, 2018 with

the applicable 45-day review period commencing on November 29, 2018.

On December 22, 2018, the Company received notification from CFIUS that all deadlines for declarations

and transactions under review or investigation are tolled due to the lapse in appropriations attributable

to the partial U.S. government shutdown. As a result, the closing of the Transaction, previously estimated

to be on or about January 14, 2019, may be extended until appropriations are restored and a subsequent

approval is obtained from CFIUS or the parties waive this condition. The Company continues to monitor

the status of the shutdown and its impact on the closing of the Transaction and will provide updates as

necessary.

San Felipe Property Update

The Company has agreed to terms with Minera Hochschild Mexico S.A. de C.V. (“Hochschild”) to extend

the timing of payments under its option agreement on the San Felipe silver‐zinc‐lead project (the “San

Felipe Property”). The San Felipe Property is located 130 km northeast of Hermosillo City, Sonora State in

Mexico. As announced in a release dated March 2, 2017 , the Company purchased an option granting it

the right to acquire a 100% interest in the San Felipe Property (the “Option”). Further to the agreed terms,

the remaining cash payment of US$6.0 million (plus applicable VAT) is to become due and payable in eight

quarterly amounts of US$750,000 over a two-year period. The quarterly payments are expected to begin

at or following the end of Q1-2019, subject to satisfaction of certain conditions.

As consideration for the deferral of the cash payment described above, subject to required approvals

including the approval of the Toronto Stock Exchange (the “TSX”), the Company has agreed to issue that

number of its common shares with a value that is equal to US$600,000 using the 5-day volume-weighted

average price on the TSX as of the date of the parties’ agreement (and for which the Company has

obtained price protection from the TSX pursuant to its rules) , subject to adjustment i n certain

circumstances.

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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 Company holds an option on the San Felipe

development project in Sonora, Mexico.

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 Silver ’s and Pershing ’s

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

realization of exploration, operational, production, and development plans, the Cosalá Operations

(including Zone 120) and Galena Complex; Americas Silver’s financing efforts; the completion of the

Option for the San Felipe Property, the consummation of the Transaction with Pershing in accordance

with its terms; the anticipated silver and gold production of the combined company; potential

improvements in produ ction, cash flow, shareholder 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 expected project economics for Relief Canyon derived from

the Feasibility Study, such as estimates of average production, AISC, IRR, NPV; cash costs; the availability

of financing and the estimated construction timeline 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, beliefs, plans, objectives, assumptions, intentions, or

statements about future events or performance. Forward -looking information is based on the opinions

and estimates of Americas Silver and Pershing as of the date such information is provided and is subject

to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of

activity, performance, or achievements of Americas 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 to closing may not be satisfied; the length of time needed to

consummate the proposed Transaction, which may be longer than anticipated for various reasons; the

risk that the businesses will not be integrated successful ly; the diversion of management time on

transaction‐related issues; the risk that costs 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 conditions and conditions affecting the industries in which

the Company and Pershing operate; the uncertainty of regulatory requirements and approvals; fluctuating

mineral and commodity prices, and the ability to obtain necessary future financing on acceptable terms

or at all; the ability to develop and operate the Cosalá, Galena, Relief Canyon properties, risks associated

with the mining industry such as economic factors (including future commodity prices, currency

fluctuations and energy prices), ground 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 results of current exploration and production activities, possible variations

in ore grade or recovery rates, permitting timelines, capital expend itures, reclamation activities, labor

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relations, social and 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, estimated, or intended. Readers are cautioned not to place undue reliance on such

information. Additional information regarding the factors that may cause actual results to differ materially

from these forward‐looking 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 otherwise 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 solicitation of any vote or approval with respect to the

proposed transaction between Americas Silver and Pershing or otherwise, 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 und er the securities laws of any such jurisdiction. No offer of securities shall be made

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

Act of 1933, as amended.

Participants in Merger Solicitation

Pershing, Americas Silver and certain of their respective directors, 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 conne ction 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. Securities 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 fr ee of charge from the sources indicated below. Other information

regarding those persons who are, under the rules of the SEC, participants 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 materials 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

be submitted to the respective stockholders of Americas Silver 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 Americas Silver. Americas Silver will file an

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

statement/prospectus to its stockholders a s required by applicable law. Americas Silver will deliver the

Information Circular to its stockholders as required by applicable 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 SEC in connection with the proposed

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

READ THE PROXY STATEMENT/PROSPECTUS AND INFORMATION CIRCULAR AND ANY OTHER RELEVANT

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

BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAS SILVER,

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

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

documents containing important information about Americas Silver 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 “Investors” section, as applicable), copie s 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

Andrea Totino

Investor Relations

416-450-3860