8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2019

Pershing Gold Corporation

(exact name of registrant as specified in its charter)

Nevada	001-37481	26-0657736
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1658 Cole Boulevard Building 6 - Suite 210 Lakewood, Colorado	80401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (720) 974-7248

  (Former name or former address, if changed since last report)  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 3, 2019, Pershing Gold Corporation, a corporation existing under the laws of the State of Nevada (“Pershing Gold”), completed a merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger by and among Pershing Gold, Americas Silver Corporation, a corporation incorporated under the Canada Business Corporations Act (“Americas Silver”), and R Merger Sub, Inc., a corporation existing under the laws of the State of Nevada (“Merger Sub”) and wholly-owned subsidiary of Americas Silver, dated as of September 28, 2018, as amended on March 1, 2019 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Pershing Gold, with Pershing Gold continuing as the surviving entity and as a wholly-owned subsidiary of Americas Silver.

At the effective time of the Merger on April 3, 2019 (the “Effective Time”), each issued and outstanding share of common stock of Pershing Gold (“Pershing Gold Common Stock”) was canceled and extinguished and automatically converted into the right to receive 0.715 common shares of Americas Silver (the “Common Stock Exchange Ratio”). Additionally, each holder of Pershing Gold’s Series E Convertible Preferred Stock (“Pershing Gold Series E Preferred Stock”) was given the option to (a) convert their shares of Pershing Gold Series E Preferred Stock into shares of Pershing Gold Common Stock immediately before the Effective Time and exchange those shares of Pershing Gold Common Stock for Americas Silver common shares at the Common Stock Exchange Ratio at the Effective Time, or (b) exchange their Pershing Gold Series E Preferred Stock for shares of Americas Silver preferred stock at a ratio of 461.440 shares of Americas Silver preferred stock for each share of Pershing Gold Series E Preferred Stock (the “Preferred Stock Exchange Ratio”). Holders of 975 shares of Pershing Gold Series E Preferred Stock elected to convert their Pershing Gold Series E Preferred Stock into 344,734 shares of Pershing Gold Common Stock prior to the Effective Time. Holders of 7,971 shares of Pershing Gold Series E Preferred Stock elected to convert their Pershing Gold Series E Preferred Stock into shares of Americas Silver preferred stock at the Effective Time at the Preferred Stock Exchange Ratio.

In addition, at the Effective Time, each outstanding stock option and warrant to purchase Pershing Gold Common Stock was terminated. One warrant exercisable for 22,223 shares of Pershing Gold Common Stock was exchanged for a new warrant to purchase 15,889 common shares of Americas Silver on otherwise equivalent economic terms and conditions as were applicable to the warrant prior to the Merger. Additionally, each outstanding Pershing Gold restricted stock unit (“Pershing Gold RSUs”) was cancelled at the Effective Time and converted into the right to receive that number of Americas Silver Common Shares that the holders would have been entitled to in the Merger in respect of each share of Pershing Gold Common Stock underlying the Pershing Gold RSUs.

Mr. Stephen Alfers, former President and Chief Executive Officer of Pershing Gold, has been appointed to the board of directors of Americas Silver.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to Pershing Gold’s Current Report on Form 8-K filed on October 4, 2018, and the First Amendment to Agreement and Plan of Merger, included as Exhibit 10.1 to its Current Report on Form 8-K filed on March 4, 2019, which are both incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

Upon effectiveness of the Merger, and pursuant to the terms of the Merger Agreement, Pershing Gold issued 28,527,405 shares of common stock to Americas Silver. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. The shares were issued in consideration for the issuance by Americas Silver of 24,849,270 shares of common stock and 3,678,135 shares of preferred stock to Pershing Gold’s former stockholders under the terms of the Merger Agreement.

Item 3.03 Material Modification to Right of Security Holders.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On April 4, 2019, Pershing Gold was notified of the resignation of KBL, LLP (“KBL”) as Pershing Gold’s independent registered public accounting firm effective immediately. The most recent report of KBL on Pershing Gold’s financial statements for each of the two (2) fiscal years ended December 31, 2018 and 2017, issued on April 2, 2019, did not contain an adverse opinion or a disclaimer of opinion, nor was the report qualified or modified as to audit scope or accounting principles. The report was, however, qualified by uncertainty with respect to the substantial doubt about Pershing Gold’s ability to continue as a going concern.

During the fiscal years ended December 31, 2018 and 2017, and in the subsequent interim period through April 4, 2019, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with KBL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures any of which, if not resolved to the satisfaction of KBL, would have caused KBL to make reference to the matter in their report.

The Company provided KBL with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that KBL furnish a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not it agrees with the statements made herein. A copy of KBL’s letter dated April 9, 2019, is filed as Exhibit 16.1 hereto.

Item 5.01 Change in Control of Registrant.

At the Effective Time, a change in control of Pershing Gold occurred, and Pershing Gold is now a wholly-owned subsidiary of Americas Silver. See Item 2.01 of this Current Report on Form 8-K, which is hereby incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On April 3, 2019, Stephen Alfers, Jeffrey Clevenger, Edward Karr, and Pamela Saxton resigned as directors of Pershing Gold, Stephen Alfers resigned as President and Chief Executive Officer of Pershing Gold, Eric Alexander resigned as Vice President, Finance and Controller of Pershing Gold, and Timothy Janke resigned as Chief Operating Officer of Pershing Gold, with such resignations effective as of the Effective Time.

On April 3, 2019, immediately after the Effective Time, Americas Silver, as the sole stockholder of Pershing Gold, elected Darren Blasutti, Warren Varga and Peter J. McRae to the board of directors (the “Board of Directors”) of Pershing Gold. On the same day, the Board of Directors appointed Mr. Blasutti as President of Pershing Gold, Mr. Varga as Treasurer of Pershing Gold, and Mr. McRae as Secretary of Pershing Gold, in each case to serve until their successor is elected. Because the Company is now a wholly-owned subsidiary of Americas Silver, no committee appointments are anticipated.

Mr. Blasutti, 50, is currently the President and Chief Executive Officer of Americas Silver. He was formerly the President and Chief Executive Officer of U.S. Silver and, prior to that, the President and Chief Executive Officer of RX Gold & Silver Inc., and former Senior Vice President of Corporate Development for Barrick Gold Corporation until January 2011. At Barrick Gold Corporation, he reported to the Chief Executive Officer and played a lead role in the strategic development of Barrick Gold Corporation for over thirteen (13) years, during which time he executed over twenty-five (25) gold mining transactions including the acquisition of Homestake Mining Company and Placer Dome Inc. and the consolidation of the world class Cortez property from Rio Tinto. Mr. Blasutti also led the creation of Barrick Energy Inc. to hedge Barrick Gold Corporation’s exposure to energy prices and was integral to the initial public offering of African Barrick Gold. During his tenure at Barrick, he also led the Investor Relations function. Mr. Blasutti is a member of the Chartered Professional Accountants Canada and was previously at PricewaterhouseCoopers LLP where he planned, supervised and managed audits for a variety of clients. Mr. Blasutti is currently a director of Chantrell Ventures Corp. Mr. Blasutti was chosen to be a director of Pershing Gold based on his extensive mining industry and operational experience.

Mr. Varga, 49, is currently the Chief Financial Officer of Americas Silver. He was formerly the Chief Financial Officer of US Silver & Gold and brings over twenty (20) years of progressive financial leadership and senior management expertise to Americas Silver. Prior to this, Mr. Varga held the role of Senior Director, Corporate Development at Barrick Gold Corporation. Mr. Varga is a member of the Canadian Institute of Chartered Accountants and a member of the Chartered Financial Analyst Institute. Mr. Varga was chosen to be a director of Pershing Gold based on his extensive experience in mining industry financial matters. 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 3, 2019, the Board of Directors amended and restated the bylaws of Pershing Gold. The Third Amended and Restated Bylaws are filed as Exhibit 3.1 hereto and are incorporated by reference herein.

On April 5, 2019, Pershing Gold amended and restated its articles of incorporation. The Second Amended and Restated Articles of Incorporation of Pershing Gold Corporation are filed as Exhibit 3.2 hereto and are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On April 3, 2019, Pershing Gold issued a press release regarding the consummation of the Merger and the suspension of trading of Pershing Gold Common Stock on the Nasdaq Stock Market. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)       The following are filed as exhibits to this report on Form 8-K.

Exhibit No.	Description
3.1	Third Amended and Restated Bylaws of Pershing Gold Corporation
3.2	Second Amended and Restated Articles of Incorporation of Pershing Gold Corporation
16.1	Letter of KBL, LLP dated April 9, 2019
99.1	Press Release announcing consummation of the Merger dated April 3, 2019*

* Furnished, not filed, herewith.

+ Management contract or compensatory plan or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 9, 2019

PERSHING GOLD CORPORATION
By:	/s/ Darren Blasutti
	Darren Blasutti
	President

EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED BYLAWS

OF

PERSHING GOLD CORPORATION,

a Nevada corporation

ARTICLE I

Meetings of Stockholder(s)

Section 1. PLACE OF MEETINGS. All annual meetings of stockholder(s) and all other meetings of stockholder(s) shall be held at any place or places within or without the State of Nevada which may be designated either by written consent of all stockholder(s) entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

Section 2. ANNUAL MEETINGS. The annual meetings of the stockholder(s) shall be designated by the directors each year. Should said day fall upon a legal holiday, then any such annual meeting of stockholder(s) shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. The President shall give notice to the annual meeting to the stockholder(s) entitled to vote thereat either personally or by mail or other means of written or electronic communication, charges prepaid, addressed to such stockholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice. Each stockholder desiring to receive notice by electronic means shall furnish to the corporation a statement consenting to such notice and shall be responsible for providing the corporation with a current electronic address. There shall be a presumption that notice sent to such address has been received on the date sent. If a stockholder gives no address, notice shall be deemed to have been given him if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each stockholder entitled thereto not less than ten (10) nor more than sixty (60) calendar days before each annual meeting, and shall specify the place, the day and the hour of such meeting.

Section 3. SPECIAL MEETING. Special meetings of the stockholder(s), for any purpose or purposes whatsoever, may be called at any time by one or more stockholder(s) holding fifty-one percent (51%) of the common stock of the corporation issued and outstanding and entitled to vote. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of stockholder(s). Notices of any special meeting shall specify, in addition to the place, day and hour of such meetings the purpose or purposes for which the meeting is called.

Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any stockholder(s)' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.

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Other than by announcement at the meeting at which such adjournment is taken, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. However, when any stockholder(s)' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 5. ENTRY OF NOTICE. Whenever any stockholder entitled to vote has been absent from any meeting of stockholder(s), whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such stockholder(s), as required by law and the Bylaws of the corporation.

Section 6. VOTING. At all meetings of stockholder(s), every stockholder entitled to vote shall have the right to vote, in person or by proxy, on each matter to come before the meeting, the number of shares standing in his own name on the stock records of the corporation. There shall be no cumulative voting. Such vote may be by voice or by ballot upon demand made by a stockholder at any election and before the voting begins.

Section 7. QUORUM. The presence in person or by proxy of the holders of a majority of the voting power of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The stockholder(s) present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholder(s) to leave less than a quorum.

Section 8. CONSENT OF ABSENTEES. The transactions of any meeting of stockholder(s), either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the stockholder(s) entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9. PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the corporation. However, no such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless the stockholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

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Section 10. ACTION WITHOUT A MEETING.

(a)       Any action which may be taken by the vote of stockholder(s) at a meeting, may be taken without a meeting if authorized by the written consent of stockholder(s) holding at least a majority of the voting power; provided:

(1)       That if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consents shall be required; and

(2)       That this general provision for action by written consent shall not supersede any specific provision for action by written consent contained in Nevada Revised Statutes Chapter 78.

(b)       In no instance where action is authorized by written consent need a meeting of stockholder(s) be called or noticed.

Section 11. TELEPHONIC MEETINGS. At any meeting held pursuant to these Bylaws, stockholder(s) may participate by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in such a meeting constitutes presence in person at the meeting.

ARTICLE II

Directors

Section 1. POWERS. Subject to the limitations of the Articles of Incorporation, of the Bylaws, and the provisions of the Nevada Revised Statutes as to action to be authorized or approved by the stockholder(s), and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors with consent of the stockholder(s). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:

First - To conduct and manage the day to day affairs and business of the corporation, consistently with law, with the Articles of Incorporation or the Bylaws, and with the direction or consent of the stockholder(s) as they may deem best.

Second - To fix and locate from time to time one or more offices of the corporation within or without the State of Nevada; to designate any place within or without the State of Nevada for the holding of any officers or directors' meeting or meetings.

Third - To authorize the issuance of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or service actually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

Fourth - To borrow money and incur indebtedness for the purpose of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities therefore.

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Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors of the corporation shall initially be three (3). The number of Directors may be increased or decreased by a duly adopted resolution of the Board of Directors.

Section 3. ELECTION AND TERM OF OFFICE. At least one-third of the Directors shall be elected at each annual meeting of stockholder(s), but if any such annual meeting is not held, or the Directors are not selected at such meeting, the Directors may be elected at any special meeting of stockholder(s). All Directors shall hold office until their respective successors are elected.

Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual meeting of shareholders or at a special meeting called for that purpose.

The shareholders may at any time elect a director to fill any vacancy not filled by the directors, and may elect the additional directors at the meeting at which an amendment of the By-Laws is voted authorizing an increase in the number of directors.

A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director, or if the shareholders shall increase the authorized number of directors but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional director so provided for, or in case the shareholders fail at any time to elect the full number of authorized directors.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board, or the shareholders, shall have power to elect a successor to take office when the resignation shall become effective.

No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 5: REMOVAL OF DIRECTORS.

The entire Board of Directors or any individual director may be removed from office as provided by NRS 78.335.

Section 6. PLACE OF MEETING. Regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada, which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. Special meetings of the Board may be held at a place so designated.

Section 7. ANNUAL MEETING. Immediately following each annual meeting of stockholder(s), the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meetings is hereby dispensed with.

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Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two Directors.

Written notice of the time and place of special meetings shall be delivered personally to the Directors or sent to each Director by mail, facsimile machine (if the recipient has a facsimile machine properly connected to a telephone line), a commercially reasonable overnight express service, or other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case the notice is mailed, it shall be deposited in the United States mail at least three days before the meeting. If the notice is sent by an overnight express service, it must be sent at least one day before the meeting. If the notice is personally delivered or sent by facsimile machine, it shall be so delivered at least twenty-four (24) hours before the meeting. Such mailing or delivery as above provided shall be due, legal and personal notice to such Director.

Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 10. ENTRY OF NOTICE. Whenever any Director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given to such Director, as required by law and the Bylaws of the corporation.

Section 11. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or of such committee. Such written consent shall be filed with the minutes of the proceedings of the Board or committee.

Section 13. QUORUM. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting fully held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.

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Section 14. ADJOURNMENT. A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour. However, in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 15. FEES AND COMPENSATION. Directors shall not receive any stated salary for their services as Directors, but by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving the compensation therefore.

Section 16. REMOVAL. Any Director may be removed from office without cause by the vote of stockholder(s) holding two-thirds of the issued and outstanding stock at a meeting duly called for that purpose at any time.

Section 17. TELEPHONIC MEETINGS. At any meeting held pursuant to these Bylaws, Directors may participate by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in such a meeting constitutes presence in person at the meeting.

ARTICLE III

Officers

Section 1. OFFICERS. The officers of the corporation shall be a President, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. Officers other than the Chairman of the Board need not be Directors. One person may hold two or more offices.

Section 2. ELECTION. The officers of this corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the stockholder(s) and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS, ETC. The stockholder(s) may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the stockholder(s) at the time in office, at any regular or special meeting of the Board.

Any officer may resign at any time by giving written notice to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the President shall be the chief executive officer of the corporation and shall, subject to the control of the stockholder(s), have general supervision, direction and control of the business and officers of the corporation. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the stockholder(s) or by the Bylaws.

Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice President or Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the stockholder(s) or the Bylaws.

Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the registered office of all meetings of Directors and stockholder(s), setting forth the time and place of each meeting, whether the meeting is regular or special, and if special, how authorized, the manner by which notice was given, the names of those present, the number of shares present or represented at stockholder(s)' meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the registered office in this state, (as described in NRS 78.105) a stock ledger or duplicate stock ledger showing the names of the stockholder(s), and the number of shares held by each or a statement setting out the name and address of the custodian of the stock ledger. The Secretary shall also keep at said registered office certified copies of the Articles of Incorporation and the Bylaws, both with all amendments.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholder(s) and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the stockholder(s) or the Bylaws.

Section 10. TREASURER. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all times be open to inspection by any stockholder(s).

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The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the stockholder(s). He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and stockholder(s), whenever they request it, an account of all of his transactions as such an officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the stockholder(s) or the Bylaws. He shall provide copies of all bank statements to the stockholder(s).

ARTICLE IV

Stock

Section 1. CERTIFICATES OF STOCK. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each stockholder when any such shares are fully paid up. All such certificates shall be signed by the President or a Vice President and the Secretary or Treasurer, or be authenticated by facsimiles of the signatures of the President and the written signature of the Secretary or Treasurer. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk and a registrar.

Certificates for shares may be issued before full payment under such restrictions and for such purposes as the Board of Directors or the Bylaws may provide. However, any such certificate so issued before full payment shall state the amount remaining unpaid and the terms of payment thereof.

Section 2. SIGNATURES ON STOCK. Even though an officer or a person whose signature as, or on behalf of, the transfer agent or transfer clerk has been written, printed or stamped on a certificate for stock ceases, by death, resignation or otherwise, to be an officer of the Corporation or to be a person authorized to so sign such certificate, the certificate shall be valid and shall be deemed countersigned by the signature of a transfer agent or transfer clerk.

Section 3. TRANSFER ON THE BOOKS. Upon surrender to the Secretary of the Corporation or transfer agent of the Corporation of a certificate for stock duly endorsed or accompanied be proper evidence of succession, assignment or authority to transfer, the Corporation must issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. LOST OR DESTROYED CERTIFICATES. The Board of Directors may direct, or may authorize the Secretary of the Corporation to direct, a new certificate or certificates to be issued in place of any stock certificate or certificates alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate is lost or destroyed. When authorizing an issue of a new certificate or certificates, the Board of Directors or Secretary may in its or his or her discretion, and as a condition precedent to the issuance thereof, require the owner of the lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate.

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Section 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who may be the same person, and may be the Secretary of the Corporation, or an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

Section 6. RECORD DATE AND CLOSING STOCK BOOKS. The Board of Directors may fix a time in the future, not exceeding sixty (60) days before the date of any meeting of stockholder(s), and not exceeding thirty (30) days before the date fixed for the payment of any dividend or distribution or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the stockholder(s) entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. Only stockholder(s) of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of any such period.

Section 7. RECORD OWNERSHIP. The Corporation is entitled to recognize the exclusive right of a person registered on the books of the Corporation as the owner of shares of the Corporation's stock to receive dividends, and to vote as the owner. The Corporation is not bound to recognize any equitable or other claim to or interest in the shares on the part of any other person, whether or not the Corporation has express or other notice thereof, except as otherwise provided by law.

Section 8. DIVIDENDS.

(a)       The stockholder(s) may from time to time in their discretion declare, in money, in fully paid shares of the Corporation or in kind, dividends out of the net profits or surplus of the Corporation. The right to any dividend unclaimed after a period of two years from its declaration date shall be lost and such unclaimed dividend shall revert to the Corporation.

ARTICLE V

Assessment of Shares

The stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, shall not be subject to any assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Bylaws shall not be amended in this particular.

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ARTICLE VI

Preemptive Rights

The shareholders of the Corporation shall be entitled to exercise preemptive or preferential rights, as such rights are defined by law, to purchase the stock owned by other stockholder(s). Any stockholder desiring to sell all or any portion of the corporation’s stock must first offer the same at the same price and on the same terms to the remaining stockholder(s), who shall have thirty (30) days to notify the selling stockholder of their intent to purchase the stock and sixty (60) days following the date of the notification by the purchasing stockholder within which to complete the purchase in cash.

ARTICLE VII

Perpetual Existence

This Corporation shall have perpetual existence.

ARTICLE VIII

Miscellaneous

Section 1. INSPECTION OF CORPORATE RECORDS. Stockholder(s) shall have the right to inspect such corporate records at such times and based upon such limitations of such rights as may be set forth in the Nevada Revised Statutes Chapter 78 from time to time.

Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 3. ANNUAL REPORT. The Board of Directors of the corporation may cause an annual report to be made available to the stockholder(s) not later than one hundred twenty (120) days after the close of the fiscal or calendar year.

Section 4. CONTRACTS, ETC., HOW EXECUTED. The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents to enter into any contract, deed or lease or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

Section 5. INSPECTION OF BYLAWS. The corporation shall keep in its registered office the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the stockholder(s) at all reasonable times during office hours.

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ARTICLE IX

Amendments

New Bylaws may only be adopted or these Bylaws may be amended or repealed by the vote of stockholder(s) entitled to exercise a majority of the voting power of the corporation or by the written assent of such stockholder(s).

ARTICLE X

Indemnification of Officers and Directors

Section 1. Indemnification Against Claims of Third Parties.

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, advisory director, member of a committee appointed by the directors of the corporation, or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if it is determined as provided in Article X, Section 3 that he:

(a) Is not liable pursuant to NRS 78.138; or

(b) Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 2. Indemnification Against Derivative Claims.

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, advisory director, member of a committee appointed by the directors of the corporation, or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if it is determined as provided in Article X, that he:

(a) Is not liable pursuant to NRS 78.138; or

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(b) Acted in good faith and in a manner which he reasonably believed to be in or not oppose to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 3. Indemnification in Respect of Successful Defenses.

To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article X, Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 4. Determination of Propriety of Indemnification.

Any indemnification under Article X, Sections 1 and 2, unless ordered by a court or advanced by pursuant to Section 5, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances. The determination must be made by the stockholder(s).

Section 5. Advance Payments.

Expenses incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer, to repay such amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

Section 6. Insurance.

The corporation may, but is not required to, purchase and maintain insurance in such amounts and providing coverage on such terms as shall be reasonable to the corporation on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article X.

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Section 7. Miscellaneous.

The indemnification provided by this Article X:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any agreement, vote of stockholder(s), or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 or for the advancement of expenses made pursuant to Section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and

(b) Continues for a person who has ceased to be a director, advisory director, member of a committee appointed by the directors of the corporation, or officer and inures to the benefit of the heirs, executors and administrators of such a person.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, hereby certifies that the foregoing Bylaws, consisting of ten articles, were duly adopted as the Third Amended and Restated Bylaws of Pershing Gold Corporation by appropriate resolution of the stockholder(s) on the 3rd day of April, 2019.

/s/ Peter McRae

Peter McRae, Secretary

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EX-3.2

Exhibit 3.2

 

 

 

EX-16.1

Exhibit 16.1

April 9, 2019

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Ladies and Gentlemen:

We have read the statements made by Pershing Gold Corporation in its Form 8-K dated April 9, 2019, which we understand will be filed with the Commission pursuant to Item 4 of Form 8-K. We agree with the statements concerning our firm in such Form 8-K.

Very truly yours,

/s/ KBL, LLP

 New York, New York

April 9, 2019

EX-99.1

Exhibit 99.1

 

AMERICAS SILVER ANNOUNCES CREATION OF A PRECIOUS METAL GROWTH COMPANY

TORONTO, ONTARIO—April 3, 2019—Americas Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas Silver” or the “Company”) is pleased to announce the closing of the acquisition of Pershing Gold Corporation (“Pershing”), originally announced on September 28, 2018 (the “Transaction”), and a financing package to fully-fund the development of the Relief Canyon Project (the “Project”).

Highlights

l The Committee on Foreign Investment in the United States (CFIUS) completed its review of the Transaction allowing the parties to proceed to closing

l Board of Director (“Board”) approval to commence constructing expanded mining and heap leaching facilities at the Relief Canyon Project

l Concurrent financing signed with Sandstorm Gold Ltd. (“Sandstorm”) for gross proceeds of approximately US$42.5 million to completely fund restarting mining and heap leaching at the Project

l The conversion of the C$5.5 million convertible debentures (issued in October 2018) into common shares of the Company by Mr. Pierre Lassonde and Trinity Capital Partners Corporation (“Trinity Capital”)

l Sale of option on San Felipe zinc/silver/lead deposit to Premier Gold for US$10.8 million

l Mr. Stephen Alfers appointed to the Board of Americas Silver

"The closing of the Pershing acquisition is a landmark event for Americas Silver shareholders,” said Darren Blasutti, President & CEO of Americas Silver. “The Company can immediately begin construction at Relief Canyon now that the Transaction has closed, and we have secured financing and Board approval. With Sandstorm as our financing partner, we have raised the necessary capital to fund the Project through to sustainable cash flow while adding an important strategic partner as the Company’s largest shareholder. The addition of Mr. Pierre Lassonde as a significant shareholder further strengthens and enhances confidence in the Project and the management of the Company.”

Mr. Blasutti continued, “The high-return Relief Canyon Project is anticipated to add substantial precious metal production and cash flow growth for the Company in 2020 and beyond. The gold production from the Project is expected to catalyze a re-rating of the share price and increase the liquidity of the Company’s shares as a larger, precious metal-focused company with operations focused in North America.”

Pershing Gold Transaction

The Company received notice on April 1, 2019 that CFIUS had completed its review and determined that there are no unresolved national security concerns with respect to the Transaction, satisfying the final outstanding condition to closing the Transaction following approval by the shareholders of both Americas Silver and Pershing as previously announced on January 9, 2019 (as well as other certain customary requirements). Effective immediately, Mr. Stephen Alfers, the former CEO & President of Pershing, has been appointed to the Americas Silver Board. Mr. Alfers has a distinguished thirty-year career and is nationally and internationally recognized for his expertise in natural resource development, privatization of state-owned enterprises and

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foreign investment. Mr. Alfers has extensive experience in private and public corporate finance, mergers and acquisitions, complex international business transactions and governmental affairs.

Under the terms of the Transaction, holders of Pershing common shares (“Pershing Shares”) received 0.715 common shares of Americas Silver (“Americas Silver Shares”) for each Pershing Share (the “Exchange Ratio”). Holders of Pershing preferred shares elected to receive either (i) new non-voting preferred shares of Americas Silver, adjusted in respect of conversion ratio and number based on the Exchange Ratio, or (ii) Americas Silver Shares based on the Exchange Ratio. Americas Silver now owns 100% of the outstanding Pershing shares with Pershing becoming a wholly-owned subsidiary of the Company. On closing of the Transaction, Americas Silver issued an aggregate of 24,849,270 Americas Silver common shares and 3,678,135 preferred shares to former Pershing shareholders on an undiluted basis.

Pershing will cease trading on NASDAQ, the Frankfurt Stock Exchange and the TSX on or about April 3, 2019. Americas Silver will continue to trade on the TSX under the symbol “USA”, on the NYSE American under the symbol “USAS” and on the Frankfurt Stock Exchange under the symbol “SZ71.”

Full details of the Transaction and certain other matters are set out in the management information circular dated December 12, 2018 (the "Information Circular"). A copy of the Information Circular filed by Americas Silver in connection with the Transaction can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Pershing shareholders who have questions are advised to contact Computershare Investor Services Inc., the depository for the Transaction at 800-274-1088 or web.queries@computershare.com.

Relief Canyon Construction Commencement

In connection with the Transaction closing, the Company’s Board gave approval to commence construction of the expanded mining and heap leaching facilities at the Project. The capital cost to develop the Project to initial gold pour is estimated to be approximately US$28-30 million with up to an additional US$8 million in working capital (primarily for pre-commercial production operating costs) required prior to the Project sustaining positive cash flow. The Company expects to achieve first gold pour from the Project in late Q4, 2019 or early Q1, 2020.

Relief Canyon is located approximately 95 miles northeast of Reno in Pershing County, Nevada. The Project includes three historic open-pit mines and a state-of-the-art, fully permitted and constructed heap-leach processing facility. The Company’s landholdings in and around Relief Canyon cover over 11,700 hectares. This land package provides the Company with the opportunity to expand the Relief Canyon Mine deposit and to explore and make new discoveries close to existing processing infrastructure.

Based on the Feasibility Study filed by Pershing on July 11, 2018, Relief Canyon is expected to have an average life of mine production of approximately 91,000 oz of gold per year over a 5.6 year mine life with an all-in

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sustaining cost of $801/oz Au. The Project includes gold proven and probable reserves of 635,000¹ ounces, a measured and indicated resource of 789,000 ounces, and inferred resources of 45,000 ounces.

During the period prior to closing, the combined Company’s management worked diligently to further optimize the Project, including the advancement of Phase II permitting to expand the mine and heap leach facilities. On February 13, 2019, Pershing received notice from the U.S. Bureau of Land Management (“BLM”) that the Relief Canyon Phase II application was deemed technically complete. On March 14, 2019, Pershing provided BLM with an Environmental Assessment describing the impacts associated with the Phase II expansion. The BLM will prepare an Environmental Impact Study (“EIS”) that the Company expects will take approximately 12 months to complete once the BLM selects a third-party consultant to prepare the EIS and publishes a Notice of Intent in the Federal Register announcing the agency’s decision to prepare the EIS.

Concurrent Sandstorm Financing and Partnership Highlights

Concurrent with the closing and the Board’s construction commencement decision, the Company has entered into financing agreements with Sandstorm to primarily fund the construction of the Project and associated working capital. Under the terms of the US$42.5 million financing package, the Company has secured:

· a US$25 million Precious Metal Delivery and Purchase Agreement;

· a US$10 million Convertible Debenture; and

· a US$7.5 million equity placement.

“We are pleased to be partnering with Americas Silver, a rising mid-tier, precious metals producer in supporting the development of Relief Canyon, a gold heap leach project in a prospective area with exploration upside,” said Nolan Watson, President and CEO of Sandstorm. “Americas Silver has assembled an excellent operational team to build and operate Relief Canyon.”

Further Details of Sandstorm Financing

Precious Metals Delivery and Purchase Agreement

Americas Silver and Sandstorm have entered into a Metals Delivery and Purchase Agreement (the “Purchase Agreement”), pursuant to which Sandstorm has committed to fund aggregate advances of US$25 million for the construction and development of the Project against future fixed and variable deliveries of refined gold and silver. The fixed deliveries will consist of 32,022 ounces of refined gold over a period of 66 months that will commence between 12 to 18 months from the date of the Purchase Agreement (subject to extension in certain circumstances), depending on the timing of the first gold pour. Beginning 60 months after the commencement of the fixed delivery period, variable deliveries will commence requiring Americas Silver to sell and deliver refined gold and silver equivalent to 4% of the production from the Project. For the variable deliveries, Sandstorm will pay the Company a cash price of between 30% and 65% of the market price of gold and silver sold and delivered depending on the area mined. No cash price is payable by Sandstorm for the fixed deliveries. Americas Silver may elect to reduce the variable delivery amount under the Purchase

¹ For notes related to mineral reserves please refer to the company’s website at www.americassilvercorp.com.

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Agreement from 4% to 2% of production by delivering the metal repurchase price (initially 4,000 ounces of refined gold, increasing at a rate of 10% compounded annually).

The US$25 million advance is conditional upon, among other things, commencement of construction of the Project and the associated development plan and operational contracts.

Americas Silver and its subsidiaries, Pershing and Gold Acquisition Corp. (“GAC”) (the direct owner of the Project) have provided security, in the form of first ranking pledges of the shares of Pershing and GAC, guarantees from Pershing and GAC, and a first ranking security interest over all of the property and assets of GAC (other than assets which do not relate to the Project), for the performance of the obligations under the Purchase Agreement.

Equity Investment

As part of the financing package, Sandstorm has entered into a subscription agreement to purchase US$7.5 million of Americas Silver Shares based on 5-day volume weighted average price of Americas Silver shares. The private placement is subject to standard conditions precedent, including, but not limited to, the approval of the Toronto Stock Exchange and the NYSE American.

Royalty on Surrounding Property

As part of the financing package, Pershing and two of its subsidiaries have granted a royalty over certain properties owned by these entities in the area surrounding the Relief Canyon Project to a wholly-owned subsidiary of Sandstorm. Royalty rates vary between 1.4% and 2.8% of net smelter returns (“NSR”) depending on existing royalty obligations on the various claims. In the event the buy-down right described above is exercised, the royalty obligations on all claims will be reduced to 1% NSR.

Sandstorm Convertible Debenture

Americas Silver issued a convertible debenture (the “Sandstrom Convertible Debenture”) to Sandstorm, in an amount of up to US$10 million in aggregate. The Sandstorm Convertible Debenture bears interest at a rate of 6.0% per annum, has a maturity date of April 3, 2023 and is repayable by the Company at its option, prior to maturity. The principal amount outstanding under the Sandstorm Convertible Debenture is convertible at any time at Sandstorm’s option, into common shares of Americas Silver at a conversion price of US$2.14 per share, being a 35% premium to the 5-day volume weighted average price of an Americas Silver Share at the time of issuance, subject to typical anti-dilution provisions. The obligations of the Company under the Sandstorm Convertible Debenture are secured by pledges of the shares of Pershing and GAC. The Company intends to fully draw upon the Convertible Debenture on closing of the Transaction.

Conversion of Outstanding June 2019 Debentures

The Company previously issued C$5.5 million of convertible debentures to Pierre Lassonde and Trinity Capital in October 2018 in connection with the Transaction (the “Debentures”). The parties have agreed to convert all the Debentures into common shares of the Company in accordance with the terms of the agreement. The net proceeds of the Debentures were used by Americas Silver to fund a US$4.0 million short term secured first lien convertible loan to Pershing Gold in connection with the Acquisition in order to address Pershing’s near-term working capital requirements.

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Sale of San Felipe Option to Premier Gold

The Company has agreed to sell its option on the San Felipe zinc/silver/lead project in Sonora, Mexico (“San Felipe”) to a subsidiary of Premier Gold Mines Limited (“Premier”) for US$10.8 million. The payment schedule from Premier consists of an initial US$7 million payable on the closing of the transaction with the remaining US$3.8 million payable over two milestones equally triggered by (i) commencing construction at San Felipe; and (ii) commercial production. Under the terms of the agreement, Premier would assume the obligations of Americas Silver under the option with Minera Hochschild Mexico S.A. de C.V. (“Hochschild” or the “Optionor”). Premier owns the Mercedes mine near the San Felipe project with a 2,000 tonne per day operating mill.

The proceeds of the sale would allow the Company to fully recover its investment in San Felipe. In addition, the funds add balance sheet strength and better position the Company to execute on its near-term growth and optimization strategies. The sale is subject to certain standard conditions, including the consent of the Optionor.

Capital Structure Update

Subsequent to the Transaction closing, the Sandstorm equity placement, and the conversion of the Debentures, the Company is expected to have approximately 77,789,466 basic common shares and 3,678,135 non-voting preferred shares outstanding on a pro-forma basis.

Conference Call

The Company will hold a conference call to discuss the Relief Canyon construction commencement and Sandstorm financing details on April 4, 2019 at 8:30am EDT. A new investor presentation will be available on the Company’s website prior to the call. The call-in details are as follows:

Local and international: +1 (416) 981-9004

Canada and US toll-free: +1-800-954-0584

Participant URL: https://cc.callinfo.com/r/1ltruftldam1q&eom

About Americas Silver Corporation

Americas Silver is a precious metal mining company focused on growth 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 is building the fully funded Relief Canyon Project, near Reno, Nevada and expects first gold pour in the fourth quarter of 2019. 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 expectations, intentions, plans, assumptions and beliefs with respect to, among other things, Americas Silver’s financing efforts; construction, production, and development plans at the Relief Canyon Project and performance expectations for the Project and impact on Americas Silver’s financial performance; and the estimated construction timeline and costs for the Relief Canyon Project; the estimated timeline for environmental approvals for the second phase of the Relief Canyon Project; and the impact of the Transaction on the liquidity of the Company’s shares. Often, but

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not always, forward-looking information can be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “potential’, “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 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 to be materially different from those expressed or implied by such forward-looking information. With respect to the Sandstorm financing, risks and uncertainties include the ability of the Company and its subsidiaries to fulfill the conditions to drawing the available funds under the Purchase Agreement and Convertible Debenture and the potential for, and consequences of, default thereunder. With respect to the business of Americas Silver, 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 operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices; the ability to obtain necessary future financing on acceptable terms or at all; the ability to develop, complete construction and operate the Relief Canyon Project; and risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), ground conditions and 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 and construction expenditures, reclamation activities, labor 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 this forward-looking information is available in Pershing Gold’s filings with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2017 and the Proxy Statement of Pershing Gold dated November 29, 2018, and in Americas Silver’s filings with the Canadian Securities Administrators on SEDAR and with the SEC, including the management information circular of Americas Silver dated December 4, 2018. Americas Silver does not 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. Americas Silver does not give any assurance (1) that Americas Silver will achieve its expectations, or (2) concerning the result or timing thereof. All subsequent written and oral forward-looking information concerning Americas Silver, the Transaction, the Sandstorm financing package, the combined Company or other matters attributable to Americas Silver or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

For more information:

Darren Blasutti
President and CEO

Americas Silver Corporation

416-848-9503

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