Americas Silver Corp and Pershing Gold Corp have entered into a definitive agreement to complete a business combination and create a low-cost, precious metal growth company in the Americas. This embraces a diversified portfolio of precious metal assets in the Americas and combines two producing polymetallic mines in Mexico and Idaho that are expected to produce approximately 7.0 Moz silver equivalent with an attractive shovel-ready, precious metal development project in Nevada with the potential, demonstrated by a feasibility study, to add approximately 91,000 oz gold annually.

Other key investment highlights of the combined company include:

• Enhanced growth and scale: Near-term precious metal production growth from Relief Canyon and Zone 120 and ongoing ramp-up at the San Rafael mine is expected to meaningfully improve production and cash flow in 2020 and beyond
• Proven management team and Board: Demonstrated experience in financing, acquiring, building and operating open pit and underground mines
• Strong financial position: Increasing cash flow generation from the San Rafael mine and greater access to capital to fund the development of Relief Canyon
• Enhanced capital markets profile: The combined company is expected to appeal to a broader institutional shareholder base, increase research coverage, and improve share trading liquidity
• Compelling value proposition: Leading leverage among junior precious metal equities and attractive relative valuation to support a potential future re-valuation
• Unanimous board approval and significant Pershing shareholder support: The Board of Directors of both companies have unanimously recommended support for the Transaction.

Additionally, Barry Honig has entered into an unconditional lock-up agreement in favour of the Transaction, representing support for the Transaction of approximately 31% of the outstanding common shares and 87% of the outstanding preferred shares of Pershing.

“This transaction aligns with our stated initiative of building a profitable and low-cost precious metal company in the Americas by operating and building low risk, low capital, high return projects,” said Darren Blasutti, President and Chief Executive Officer of Americas Silver. “With the on-schedule and on-budget construction and rapid commissioning of San Rafael now successfully completed, we are focused on the next leg of growth – today’s transaction delivers this growth platform, while also providing us with additional precious metal exposure and a near-term operating presence in Nevada.”

“We are excited to announce today’s transaction and believe this provides a clear path to the development of Relief Canyon,” stated Steve Alfers, President and Chief Executive Officer of Pershing. “With the increased financial and operating capabilities of the combined company, our shareholders are better positioned to realize significant value from Relief Canyon as it is advanced through construction and into production.”

Benefits to Americas Silver

• Addition of a high quality shovel-ready, precious metal development project with low capital intensity and robust project economics at current gold prices
• Nevada operations base with a large prospective and underexplored land package
• Immediately accretive to precious metal mineral reserves and resources and on all financial metrics by 2020
• Feasibility study for the Relief Canyon project highlights approximately 91,000 oz of annual gold production, a pre-tax NPV (5% discount) of $118 million and pre-tax IRR of 71% at spot gold prices.

Benefits to Pershing

• Immediate upfront premium of approximately 40% to the closing price of Pershing common shares prior to announcement of the Transaction
• Meaningful ongoing exposure to future value creating milestones at Relief Canyon, as well as Americas Silver’s quality portfolio of producing, development and exploration assets through significant ownership in a larger and more diversified company
• Proven mine building and operating team to develop Relief Canyon
• Enhanced size and quality enable financing of Relief Canyon at a lower cost of capital
• Mitigation of single-asset risk.