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Section 1: 8-K (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): September 30, 2018

 

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:

 

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

 

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

 

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

 

oPre-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 7.01Regulation FD Disclosure.

 

On September 30, 2018, Pershing Gold Corporation (the “Company”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger”) and Convertible Secured Debenture (the “Bridge Loan”) with Americas Silver Corporation. The Company also released an investor presentation containing additional detail on the Merger and the Bridge Loan.

 

Copies of that press release and investor presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.Financial Statements and Exhibits

 

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

 

Exhibit No.   Description
     
99.1   Press release dated September 30, 2018
99.2   Investor presentation

 

 

 

 

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: October 1, 2018

 

  PERSHING GOLD CORPORATION
   
     
  By:   /s/ Eric Alexander
    Eric Alexander
    Vice President Finance and Controller

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

  

   

 

Americas Silver Corporation and Pershing Gold Corporation Announce Business Combination

 

 

 

TORONTO, ONTARIO – September 30, 2018 – Americas Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas Silver”) and Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) (“Pershing”) are pleased to announce that they have entered into a definitive agreement (the “Agreement”) to complete a business combination (the “Transaction”) and create a low-cost, precious metal growth company in the Americas.

 

Highlights of the Transaction

 

Key investment highlights of the combined company include:

 

·Diversified portfolio of precious metal assets in the Americas: Combines two producing polymetallic mines in Mexico and Idaho that are expected to produce approximately 7.0 million silver equivalent ounces with an attractive shovel-ready, precious metal development project in Nevada with the potential, demonstrated by a feasibility study, to add approximately 91,000 gold ounces annually.
·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, Mr. 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.”

 

Under the terms of the Agreement, holders of Pershing common shares will receive 0.715 common shares of Americas Silver for each common share of Pershing by way of a share exchange (the “Exchange Ratio”). Holders of Pershing preferred shares may elect to exchange those shares for new non-voting preferred shares of Americas Silver, adjusted in respect of exercise price and number based on the Exchange Ratio, or common shares of Americas Silver based on the Exchange Ratio. Based on the closing price of Americas Silver on the NYSE American on September 28, 2018, this implies a value of US$1.69 per Pershing common share. This represents a 39% premium to Pershing’s closing price on the NASDAQ and a 39% premium based on the volume weighted average prices of Americas Silver and Pershing for the 10-day period ending on September 28, 2018. Existing shareholders of Americas Silver and Pershing will own approximately 64% and 36%, respectively, on an undiluted basis, following the close of the Transaction.

 

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 ounces of annual gold production, a pre-tax NPV (5% discount) of US$118M 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

 

Board of Directors’ Recommendations

 

The Board of Directors of each company has determined that the proposed Transaction is in the best interests of their respective shareholders based on a number of factors, including receipt of independent opinions as to the fairness, from a financial point of view, of the Transaction. Each company’s Board of Directors unanimously approved the terms of the Transaction and recommends that their respective shareholders vote in favor of the Transaction.

 

 

 

 

Each of the officers and directors of Americas Silver and Pershing have entered into agreements supporting the Transaction pursuant to which they will vote any common shares of the companies that are held by them in favor of the approval of the Transaction. In addition, Mr. Barry Honig who holds or controls (collectively under his various holdings) approximately 31% of the outstanding Pershing common shares and 87% of the outstanding Pershing preferred shares has entered into an unconditional lock-up agreement and has agreed to vote in favor of the Transaction.

 

Management Team and Board of Directors

 

The combined company will be managed by the executive team of Americas Silver, led by Darren Blasutti as President and Chief Executive Officer.

 

Alex Davidson will be the Chairman of the combined company, which will comprise nine members. Pershing’s board will designate one individual to join the combined board.

 

Bridge Loan

 

In connection with the proposed Transaction, Pierre Lassonde and Trinity Capital Partners have provided Americas Silver with a C$5.5 million short-term secured convertible loan with interest payable at 1.25% per month. The net proceeds of this loan will be used by Americas Silver to fund a US$4 million short-term secured first lien convertible loan (the “Bridge Loan”) to address Pershing’s near-term working capital requirements, including permit advancements, ongoing property maintenance and corporate requirements.

 

The terms of the Pershing Bridge Loan include a repayment date which is 9 months from the date of the loan and interest payable at 16% per annum. If the Transaction is not consummated, the loan must be repaid in cash, however, if the Transaction is not consummated due to certain circumstances, Pershing will have the option to repay the loan through issuance of its common shares priced at the then-prevailing market price (but not less than $1.18 per share).

 

Details of the Transaction

 

The Transaction will be structured as a share exchange under Nevada law, whereby all of the issued and outstanding common shares of Pershing shall be acquired, directly or indirectly, by Americas Silver for common shares of Americas Silver based upon the Exchange Ratio. It requires the approval of Pershing shareholders by way of special resolution by shareholders holding at least a majority of the outstanding voting shares of Pershing, and approval by preferred shareholders holding at least 75% of the Pershing preferred stock, each at a special meeting of Pershing shareholders to be held in connection with the Transaction. Approval by (i) a simple majority of votes cast by Americas Silver shareholders and (ii) a special resolution of shareholders of Americas Silver to approve the amendment of its articles to provide for the new non-voting preferred shares to be issued, will also be required at a special meeting of the shareholders of Americas Silver that will be held in connection with the Transaction. In addition, the Transaction will be subject to the approval of the listing of the additional Americas Silver shares by the Toronto Stock Exchange and NYSE American.

 

 

 

 

The Agreement includes customary provisions including, among other things, a non-solicitation covenant with respect to Pershing, and associated fiduciary out covenants and a right by Americas Silver to match any superior proposal. In the event that Pershing wishes to terminate the Agreement in order to support a superior proposal, Pershing would be obligated to pay Americas Silver an amount equal to US$4 million as a termination payment. Expense reimbursement of up to US$600,000 is payable by each party in the event that approval from its shareholders is not obtained.

 

Timing

 

Americas Silver and Pershing expect to mail shareholder information circulars in Q4, 2018 subject to required regulatory approvals and plan to hold their respective shareholder meetings promptly thereafter. The Transaction is expected to close in Q1, 2019.

 

Advisors and Counsel

 

Trinity Advisors Corporation is acting as financial advisor to Americas Silver. Blake, Cassels & Graydon LLP is acting as Canadian legal counsel, Troutman Sanders LLP is acting as U.S. legal counsel and Parsons Behle & Latimer is acting as Nevada Counsel to Americas Silver.

 

Clarus Securities Inc. provided a fairness opinion to the Board of Directors of Americas Silver. H.C. Wainwright & Co. acted as strategic advisor to Americas Silver.

 

Canaccord Genuity is acting as financial advisor to Pershing and provided a fairness opinion to the Board of Directors to Pershing. Davis Graham & Stubbs LLP is acting as U.S. legal counsel and Stikeman Elliott LLP is acting as Canadian legal counsel to Pershing.

 

Conference Call

 

A joint conference call will be held on October 1, 2018 at 8:30am EDT to discuss the Transaction. An investor presentation will be available on each company’s website prior to the call. The call-in details are as follows:

 

·Local and international: +1 (416) 981-9018
·Canada and US toll-free: +1-800-584-0405
·Participant URL: https://cc.callinfo.com/r/1wcvxnrrh48jn&eom

 

Callers are advised to dial-in 10-15 minutes prior to the call. As there is no audio on the participant URL, please dial-in to follow along with the presentation.

 

Qualified Persons

 

Daren Dell, Chief Operating Officer and a Qualified Person under Canadian Securities Administrators guidelines, has approved the applicable contents of this news release. For further information please see the “Technical Report and Estimated Resources for the San Felipe Project, Sonora, Mexico” with an effective date of March 15, 2018, the “Americas Silver Corporation Technical Report on the Galena Complex, Shoshone County, Idaho, USA” with an effective date of December 23, 2016, and “Technical Report and Preliminary Feasibility Study for the San Rafael Property, Sinaloa, Mexico” with an effective date of March 18, 2016, as applicable, which are available on Americas Silver’s profile on SEDAR at www.sedar.com or at americassilvercorp.com.

 

 

 

 

All scientific and technical information related to Relief Canyon project has been reviewed and approved by either Paul Tietz, Certified Professional Geologist #11720, Neil Prenn, P.E. #7844, Carl Defilippi, registered member SME#775870RM, or Mark Jorgensen, MMSA#01202QP who are each Qualified Persons under the definitions established by Canadian National Instrument 43-101. For further information please see “Technical Report and Feasibility Study for the Relief Canyon Project, Pershing County, Nevada, U.S.A.” with an effective date of May 24, 2018, which is available on Pershing’s EDGAR profile at https://www.sec.gov/ and on SEDAR at www.sedar.com.

 

About Americas Silver

 

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 Mine Complex in Idaho, USA. Americas Silver holds an option on the San Felipe development project in Sonora, Mexico. For further information please see SEDAR or americassilvercorp.com.

 

About Pershing Gold Corporation

 

Pershing Gold Corporation is an emerging gold producer whose primary asset is the Relief Canyon open-pit gold mine in Pershing County, Nevada. Under the Feasibility Study completed in May 2018, Relief Canyon is expected to have an average life-of-mine gold production of 91,000 ounces per year with cash costs of US$769 per ounce and AISC of $801 per ounce. Upon successful project financing, Relief Canyon is expected to have a short six-to-nine month construction period before commencing production.

 

Pershing’s landholdings cover over 29,000 acres that include Relief Canyon Mine and surrounding lands in all directions. This provides Pershing with the opportunity to expand the Relief Canyon Mine deposit and to explore and make new discoveries nearby. Pershing is currently permitted to resume mining at Relief Canyon under the existing Plan of Operations.

 

Pershing Gold is listed on the NASDAQ Global Market and the Toronto Stock Exchange under the symbol "PGLC" and on the Frankfurt Stock Exchange under the symbol 7PG1.

 

About Trinity Capital Partners

 

Trinity Capital Partners is a mining investment and advisory firm backed by leading North American investors with many decades of international mine operating and investment experience. Together with Pierre Lassonde, it seeks to acquire interests in mining assets and companies, both public and private, around the world with a specific focus on precious and base metals. The firms' principals have executed many billions of dollars worth of M&A transactions, mine finance (equity, debt and royalty/streaming) and mining investments.

 

 

 

 

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 consummation of the Transaction in accordance with its terms; the anticipated silver and gold production of the combined company; potential improvements in production, cash flow, shareholder liquidity, and access to capital; perceptions of institutional shareholders and analysts; 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 successfully; 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 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 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 under 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 connection with the proposed transaction. Information about the directors and executive officers of Pershing is set forth in its proxy statement for its 2018 annual meeting of stockholders, which was filed with the U.S. 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 free 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 as 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 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), copies of materials they file with, or furnish to, the SEC and the Canadian securities administrators.

 

 

 

 

For more information:

Darren Blasutti

President and CEO

Americas Silver Corporation

416-848-9503

 

Stephen Alfers, Executive Chairman, President and CEO

Jack Perkins, Vice President, Investor Relations

Pershing Gold Corporation

720.974.7254

investors@pershinggold.com

www.PershingGold.com

 

 

 

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Section 3: EX-99.2 (EXHIBIT 99.2)

 

Exhibit 99.2

 

Business Combination Americas Silver Corporation and Pershing Gold Corporation Leading Low - Cost Precious Metal Growth Company in the Americas October 1, 2018 TSX: USA NYSE American: USAS NASDAQ: PGLC TSX: PGLC

 

 

TSX: USA NYSE American: USAS FORWARD - LOOKING STATEMENTS Safe Harbour and Other Disclosures Certain information in this presentation may contain forward - looking statements. This information is based on current expectatio ns that are subject to significant risks, assumptions and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in an y forward - looking statements. All statements, other than statements of historical fact, included in the presentation, including, without limitation, statements regarding product ion and operational results, exploration results, and future plans and objectives of Americas Silver, are forward - looking statements. Words such as “expect”, “anticipate”, “estimate” , “may”, “will”, “should”, “intend”, “believe” and other similar expressions are forward - looking statements. Forward - looking statements are not guarantees of future results and co nditions but rather reflect our current views with respect to future events and are subject to risks, uncertainties, assumptions and other factors, and actual results and futur e e vents could differ materially from those anticipated in such statements. There can be no assurance that such forward - looking statements will prove to be accurate. Americas Silver as sumes no obligation to update the forward - looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking - stateme nts unless and until required by securities laws applicable to the Americas Silver . Additional information identifying risks and uncertainties is contained in filings by Ame ric as Silver with the Canadian securities regulators, which filings are available at www.sedar.com . Please note that unless otherwise indicated, all figures are in US dollars. Some of the potential quantities and grades disclosed are conceptual in nature, there has been insufficient exploration to de fin e a mineral resource on all of the mineralization at the Galena Complex and Cosalá Operations and it is uncertain if further exploration will result in certain targets being deli nea ted as a mineral resource. No Offer or Solicitation This presentation 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 s ale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such ju ris diction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participants in Solicitation . Pershing, Americas Silver and certain of their respective directors, executive officers and other members of management an d e mployees may be deemed to be participants in the solicitation of proxies from the stockholders of Pershing and Americas Silver in connection wit h 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, wh ich was filed with the SEC on April 30, 2018. Information about the directors and executive officers of Americas Silver is set forth in its management information circular fo r its 2018 annual meeting of shareholders filed on Form 6 - K with the SEC on April 13, 2018. These documents can be obtained free of charge from the sources indicated below. Other information regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their direct and indirect intere sts , by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Additional Information about the Proposed Transaction. The proposed transaction 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 For m F - 4 that will include a joint proxy statement of Americas Silver and Pershing that also constitutes a prospectus of Americas Silver. Americas Silver and Pershing will deliver th e joint proxy statement/prospectus to their respective stockholders as required by applicable law. Americas Silver and Pershing also plan to file other documents with th e S EC regarding the proposed transaction. This press release is not a substitute for any prospectus, proxy statement or any other document which Americas Silver and Pershin g m ay file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AMERICAS SILVER AND PERSHING ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN TH EY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAS SILVER, PERSHING, THE PROPOSED TRANSACTION AN D RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the joint proxy statement/prospectus and ot her 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 . Pershing and Americas Silver make available free of charge at www.pershinggold.com and www.americassilvercorp.com , respectively (in the “Investor Relations” and “Investors” section, as applicable), copies of materials they file with, or furnish to, the SEC. 2

 

 

TSX: USA NYSE American: USAS FORWARD - LOOKING STATEMENTS Safe Harbour and Other Disclosures Cautionary Note to United States Investors Regarding Estimates of Resources and Reserves: This presentation uses the terms "Measured," "Indicated" and "Inferred" mineral resources, which are defined in Canadian Institute of Metallurgy guidelines, the guidelines widely followed to comply wi th Canadian National Instrument 43 - 101 -- Standards of Disclosure for Mineral Projects ("NI 43 - 101"). We advise U.S. investors that these terms are not recognized by the SEC. The estimation of measured and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and proba ble reserves. Mineral resources are not mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. U.S. investors are cau tio ned not to assume that measured or indicated mineral resources will be converted into reserves. Inferred mineral resources have a high degree of uncertainty as to their e xis tence and their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource exists, or is economically or legally viable. Under Canadian rules, estimates of "inferred mineral resources" may not form the basis of feasibility studies, pre - feasibility s tudies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. Pershing is a reporting issuer in th e United States and is required to discuss mineralization estimates in accordance with US reporting standards. The estimates of proven and probable mineral reserves use d i n this presentation are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, which definitions have been ado pte d by NI 43 - 101. The definitions of proven and probable reserves used in NI 43 - 101 differ from the definitions in the United States Securities and Exchange Commission's Indust ry Guide 7. In the United States, a mineral reserve is defined as a part of a mineral deposit, which could be economically and legally extracted or produced at the time the reserve determination is made. Accordingly, information contained in this presentation containing descriptions of Pershing’s or Americas Silver’s mineral deposits in acc ord ance with NI 43 - 101 may not be comparable to similar information made public by other U.S. companies under the United States federal securities laws and the rules and reg ula tions thereunder. Moreover, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" as in - place tonnage and grade without referenc e to unit measures. US investors are urged to consider closely the disclosure in Pershing’s Form 10 - K for the year ended December 31, 2017 and other SEC filings. You can revi ew and obtain copies of these filings from the SEC's website at http://www.sec.gov/edgar.shtml . Mr. Daren Dell, Chief Operating Officer and a Qualified Person under Canadian Securities Administrators guidelines has approved the applicable contents of this presentation. All scientific and technical information related to drill and surface samples, resource estimate, mineral processing, metallu rgy and recovery methods, and mining for the Relief Canyon project is based on information prepared by either Paul Tietz, Certified Professional Geologist #11720, Neil Prenn, P. E. #7844, Carl Defilippi, registered member SME#775870RM, or Mark Jorgensen, MMSA#01202QP who are each Qualified Persons under the definitions established by Canadian Na tio nal Instrument 43 - 101. For further information please see “Technical Report and Feasibility Study for the Relief Canyon Project, Pershing County, Nevada, U.S.A. ” w ith an effective date of May 24, 2018, which is available on Pershing’s EDGAR profile at https://www.sec.gov/ and on SEDAR at www.sedar.com. 3

 

 

TSX: USA NYSE American: USAS TRANSACTION RATIONALE Source: Company disclosure, Thomson Reuters, available broker reports RELIEF CANYON Diversified Portfolio of Precious Metal Assets in the Americas • Two producing polymetallic mines in Mexico and Idaho and an attractive shovel - ready, precious metal development project in Nevada 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 will meaningfully improve production and cash flow in 2020 and beyond Proven Management Team and Board • Demonstrated experience in financing, acquiring, developing and operating open pit and underground mines Strong Financial Position • Well - positioned to build Relief Canyon with increasing cash flows at San Rafael and greater access to capital Enhanced Capital Markets Profile • Broader appeal to institutional shareholders, increased research coverage, and improved trading liquidity Compelling Value Proposition • Leading leverage among junior precious metal companies and attractive relative valuation 4

 

 

TSX: USA NYSE American: USAS TRANSACTION SUMMARY Source: Company disclosure, Thomson Reuters Proposed Transaction • Americas Silver to acquire Pershing via a Plan of Merger with a merger subsidiary under Nevada law • Total transaction value of approximately US$52 million (basic basis) • Pro forma ownership: Americas Silver (64%) / Pershing (36%) (basic basis) Consideration • 0.715 of an Americas Silver common share per share of Pershing common stock (the “Exchange Ratio”) • Implied offer of US$1.69 per share of Pershing common stock • Premium of 39% based on the closing prices of Americas Silver and Pershing and a premium of 39% based on the volume weighted average prices of Americas Silver and Pershing for the 10 - day period ending September 28, 2018 Concurrent Bridge Loan • Americas Silver to provide Pershing with a short - term secured first lien convertible bridge loan to address near - term working capital requirements between now and prior to closing • Principal amount of US$4M repayable within 9 months in cash or shares, as applicable, and interest rate of 16% per annum Preferred S hares • Holders of Pershing preferred shares may elect to exchange those shares for new non - voting preferred shares of Americas Silver, adjusted in respect of exercise price and number based on the Exchange Ratio, or common shares of Americas Silver based on the Exchange Ratio Conditions • Pershing shareholder vote – majority of common shareholders and 75% of preferred shareholders • Americas Silver shareholder vote – simple majority of votes cast • Customary regulatory approvals, including CFIUS Anticipated Timing • Mailing of shareholder meeting materials – Q4 2018 (subject to required regulatory approvals) • Shareholder meetings – Q4 2018 • Closing of the transaction – Q1 2019 Other • Support agreements from officers and directors of Americas Silver and Pershing • Unconditional support agreement from Mr. Barry Honig who controls 31% of Pershing common shares and 87% of Pershing preferred shares • Customary non - solicitation covenants, subject to normal fiduciary outs • Americas Silver right to match superior proposals • Break fee of US$4 million payable to Americas Silver in certain circumstances upon termination of the Merger Agreement 5

 

 

TSX: USA NYSE American: USAS PRO FORMA CAPITALIZATION 1. Pro forma basic shares includes Americas Silver common shares issued for 10% premium on Pershing preferred shares 2. Pershing cash balance adjusted for US$1.1M land acquisition. Pro forma cash and debt includes bridge loan Note: Balance sheet items are as at June 30, 2018, adjusted for subsequent events Source: Company disclosure, Thomson Reuters As at September 28, 2018 Americas Silver Pershing Pro Forma Share Price (US$) $2.36 $1.21 $2.36 Basic Shares O/S 1 43.1 M 33.6 M 67.5 M Basic Market Capitalization US$102 M US$41 M US$159 M Cash and Equivalents 2 US$8 M US$4 M US$16 M Total Debt 2 US$13 M US$0 M US$18 M Enterprise Value US$107 M US$36 M US$160 M 6

 

 

TSX: USA NYSE American: USAS MUTUALLY BENEFICIAL TRANSACTION Source: Company disclosure, Thomson Reuters, available broker reports Addition of a high quality shovel - ready, precious metal development project with low capital intensity and strong project economics at current gold prices Immediate upfront premium of approx. 40% Nevada operations base with a large prospective and underexplored land package Immediately accretive to precious metal reserves and resources and on all financial metrics by 2020 Feasibility study highlights ~91,000 ounces of annual gold production, a pre - tax NPV (5% discount) of US$118M and pre - tax IRR of 71% at spot prices Ongoing exposure to future value creating milestones at Relief Canyon Exposure to Americas Silver’s quality portfolio of producing, development and exploration assets Enhanced size and quality enable financing of Relief Canyon at a lower cost of capital Mitigation of single - asset risk 7 Proven mine building and operating team to develop Relief Canyon

 

 

TSX: USA NYSE American: USAS OVERVIEW OF RELIEF CANYON Note: Reserve and resource estimate based on the 2018 Relief Canyon FS. Refer to Slides 9, 16, 18, 19 and 20 for additional information on Relief Canyon Source: Company disclosure, Relief Canyon Feasibility Study (24 - May - 18) Project Description • Located in Nevada, USA – the 4 th most mining friendly jurisdiction in the world (Fraser Institute) • Situated at southern end of the Pershing Gold and Silver Trend, which hosts deposits such as Spring Valley and Rochester • Total land package of over 29,000 acres • Low cost heap leach gold project • Existing ADR plant capable of supporting 21,500 tpd • 99% of resource is oxide • Feasibility study recently completed in May 2018 • All permits in hand to start production through Phase I permit • Phase II permit submitted in June 2018 • New Secretarial Order requires BLM to complete EIS process in 1 year • Gold reserves of 635 kozs • M&I resources of 789 kozs and inferred resources of 45 kozs • Significant exploration potential – only ~20% of the property has been explored to date Office Processing Facility Overflow Ponds Historic Leach Pads Crusher Permitted Leach Pads 8 Site Plan Haul Road Future Waste Rock Dump Open Pits Low Grade Stockpile

 

 

TSX: USA NYSE American: USAS OVERVIEW OF RELIEF CANYON (CONT.) 1. Unless otherwise stated, project economics assume US$1,290/oz Au. All - in sustaining cash cost excludes salvage of mine and p rocess equipment Note: Reserve and resource estimate based on the 2018 Relief Canyon FS. Source: Company disclosure, Relief Canyon Feasibility Study (24 - May - 18) Gold Production Profile 1 Summary of Feasibility Study 1 Mine Life yrs 5.6 Avg. LOM Gold Production ozs 91,000 LOM Avg. Cash Cost (Net) US$/oz $769 LOM Avg. AISC (Net) US$/oz $801 Initial Capex US$M $28.2 Sustaining Capex US$M $14.8 Working Capital US$M $10.2 Pre - Tax NPV (5%) US$M $154 Pre - Tax IRR % 91% After - Tax NPV (5%) US$M $133 After - Tax IRR % 87% After - Tax Net Cash Flow US$M $176 Payback yrs 1.3 Pre - Tax NPV (5%) at US$1,200/oz US$M $118 Pre - Tax IRR at US$1,200/oz % 71% 9 Pre - Tax Cash Flow Profile 1 $0 $250 $500 $750 $1,000 $1,250 0 20 40 60 80 100 1 2 3 4 5 6 AISC (US$/oz Au) Gold Production (kozs) $(40) $(20) $- $20 $40 $60 $80 $100 -1 1 2 3 4 5 6 (US$M)

 

 

TSX: USA NYSE American: USAS Americas Silver Relief Canyon Pro Forma Americas Silver Relief Canyon Pro Forma PRO FORMA OPERATING PROFILE 1. Based on average annual gold production per Pershing feasibility study; 2. Including silver reserves Note: Silver equivalent calculated using the following prices: US$16/oz Ag, US$1,250/oz Au, US$2.50/ lb Cu, US$0.90/ lb Pb and US$0.90/ lb Zn Source: Company disclosure Silver Eq. Annual Production Silver Eq. Reserves 10 1.6 Mozs Ag 7.0 Mozs AgEq 91 kozs Au 1 (~7.0 Mozs AgEq ) ~14.0 Mozs AgEq 5.4x Precious Metals Exposure Silver Gold Base Metals Silver Gold Base Metals 28 Mozs Ag 67 Mozs AgEq 635 kozs Au (~51 Mozs AgEq 2 ) ~118 Mozs AgEq 2.8x Precious Metals Exposure

 

 

TSX: USA NYSE American: USAS PRO FORMA COMMODITY EXPOSURE Note: Silver equivalent calculated using the following prices: US$16.00/oz Ag, US$1,250/oz Au, US$2.50/ lb Cu, US$0.90/ lb Pb and US$0.90/ lb Zn . Pro forma based on 2018 guidance range and average annual production for Relief Canyon Source: Company disclosure Silver Eq. Annual Production Silver Eq. Reserves Relief Canyon provides a material increase in precious metals exposure Pro Forma Total Precious Metals = 67% 11 23% 77% 11% 50% 39% Silver Gold Base Metals Silver Gold Base Metals 42% 58% 24% 43% 33% Pro Forma Total Precious Metals = 61%

 

 

TSX: USA NYSE American: USAS A COMPELLING VALUE PROPOSITION Note: Americas Silver FDITM market capitalization includes preferred shares. Pro forma 2020 cash flow for Americas Silver includes Year 1 of Relief Canyon per the feasibility study. Great Panther is shown pro forma the acquisition of Beadell Resources. Source: Company disclosure, Thomson Reuters, available broker reports Market Capitalization (US$M) P / Consensus NAVPS (ratio) P / 2020E CFPS (ratio) 12 $84 $177 $201 $239 $276 $301 $311 $391 $410 $413 $430 $713 $730 EXN PF USA AR GPR PG EDR AGB GUY TMR LMC EQX FVI TXG 0.28x 0.31x 0.37x 0.38x 0.39x 0.41x 0.52x 0.55x 0.60x 0.62x 0.74x 1.00x 1.09x GPR AR LMC PF USA EQX GUY TMR PG EXN TXG AGB FVI EDR Peer Average: 0.57x 1.5x 2.1x 2.4x 2.6x 2.7x 2.9x 3.2x 3.8x 4.0x 5.8x 5.9x LMC AR PF USA GUY TMR GPR TXG EXN FVI EDR AGB Peer Average: 3.4x

 

 

TSX: USA NYSE American: USAS THE PATH FORWARD Source: Company disclosure Achieve full ramp - up at San Rafael in H2 2018 and realize increased cash flow generation in 2019 – 2020 Continued focus on balance sheet strength and improving cash flow generation across all assets Complete Zone 120 resource estimate and evaluation of development options by early Q4 2018 Evaluate financing alternatives to commence construction of Relief Canyon in 2019 Bring Relief Canyon and Zone 120 into production in 2020 Positioned to generate significant shareholder value in the near term 13

 

 

TSX: USA NYSE American: USAS APPENDIX

 

 

TSX: USA NYSE American: USAS AMERICAS SILVER RESERVES / RESOURCES Source: Company disclosure 15 Proven and Probable Minerals Reserves (June 30, 2017) Grade Contained Metal Tonnes (kt) Silver (g/t) Copper (%) Lead (%) Zinc (%) Silver (kozs) Copper (Mlbs) Lead (Mlbs) Zinc (Mlbs) Total Cosala P&P 4,004 100 0.02% 1.64% 3.94% 12,894 1.5 144.8 347.5 Total Galena P&P 1,354 354 0.13% 5.93% -- 15,396 3.8 177.1 -- Total P&P 5,358 164 0.04% 2.73% 2.94% 28,290 5.2 321.9 347.5 Measured and Indicated Mineral Resources (Exclusive of Reserves) (June 30, 2017) Grade Contained Metal Tonnes (kt) Silver (g/t) Copper (%) Lead (%) Zinc (%) Silver (kozs) Copper (Mlbs) Lead (Mlbs) Zinc (Mlbs) Total Cosala M&I 8,003 128 0.24% 0.54% 1.20% 33,030 43.1 95.9 211.6 Total Galena M&I 1,909 405 0.24% 5.64% -- 24,854 10.1 237.3 -- Total M&I 9,912 182 0.24% 1.52% 0.97% 57,884 53.1 333.2 211.6 Inferred Mineral Resources (June 30, 2017) Grade Contained Metal Tonnes (kt) Silver (g/t) Copper (%) Lead (%) Zinc (%) Silver (kozs) Copper (Mlbs) Lead (Mlbs) Zinc (Mlbs) Total Cosala Inferred 4,127 147 0.33% 0.65% 0.97% 19,507 30.3 59.4 88.3 Total Galena Inferred 1,667 321 0.14% 7.49% -- 17,224 5.1 275.3 -- Total Inferred 5,794 197 0.28% 2.62% 0.69% 36,731 35.4 334.7 88.3

 

 

TSX: USA NYSE American: USAS PERSHING RESERVES / RESOURCES Note: Pershing mineral reserves and resources have been converted to metric units Source: Company disclosure 16 Gold Proven and Probable Mineral Reserves Silver Proven and Probable Mineral Reserves Grade Contained Grade Contained Tonnes (kt) Gold (g/t) Gold (kozs) Tonnes (kt) Silver (g/t) Silver (kozs) Relief Canyon Proven 11,880 0.81 309 Relief Canyon Proven 3,741 3.3 391 Relief Canyon Probable 15,816 0.64 327 Relief Canyon Probable 9,316 4.1 1,241 Total P&P 27,696 0.71 635 Total P&P 13,057 3.9 1,633 Gold Measured and Indicated Mineral Resources (Inclusive) Silver Measured and Indicated Mineral Resources (Inclusive) Grade Contained Grade Contained Tonnes (kt) Gold (g/t) Gold (kozs) Tonnes (kt) Silver (g/t) Silver (kozs) Relief Canyon Measured 13,146 0.77 327 Relief Canyon Measured 9,806 4.2 1,325 Relief Canyon Indicated 24,843 0.58 462 Relief Canyon Indicated 6,139 3.7 732 Total M&I 37,989 0.65 789 Total M&I 15,945 4.0 2,057 Gold Inferred Mineral Resources Silver Inferred Mineral Resources Grade Contained Grade Contained Tonnes (kt) Gold (g/t) Gold (kozs) Tonnes (kt) Silver (g/t) Silver (kozs) Relief Canyon Inferred 4,759 0.30 45 Relief Canyon Inferred 716 2.3 54 Total Inferred 4,759 0.30 45 Total Inferred 716 2.3 54

 

 

TSX: USA NYSE American: USAS MANAGEMENT AND BOARD OF DIRECTORS * Proposed director nominee of Pershing, to be appointed in connection with closing of the transaction Source: Company disclosure 17 Management DARREN BLASUTTI DAREN DELL WARREN VARGA PETER MCRAE SHAWN WILSON President and Chief Executive Officer Chief Operating Officer Chief Financial Officer CLO and Senior Vice President, Corporate Affairs Vice President, Technical Services Board of Directors ALEX DAVIDSON DARREN BLASUTTI ALAN EDWARDS PETER HAWLEY BRADLEY R. KIPP Chairman of the Board Director Director Director Director GORDON PRIDHAM MANUEL RIVERA LORIE WAISBERG STEPHEN ALFERS* Director Director Director Director

 

 

TSX: USA NYSE American: USAS RELIEF CANYON LAND POSITION Source: Company disclosure 18 Entire deposit not situated on controlled lands at acquisition in 2011 • Expanded land position from 1,100 to over 29,000 acres Pershing now controls all lands / claims in and around the mine site and priority targets Resource geologically open to the west, east and south Significant exploration upside for new discoveries on broader land package

 

 

TSX: USA NYSE American: USAS RELIEF CANYON PERMITTING OVERVIEW Source: Company disclosure 19 All permits in hand to start production and mine through Phase I New Secretarial Order requires BLM to complete EIS process in one year • Relief Canyon Phase II expansion is ideal project for a 1 - year EIS • Recent BLM Record of Decision on EIS at McEwan’s Gold Bar project is example of Secretarial Order in action No sage grouse habitat or other sensitive environmental issues Permit modification to expand and deepen submitted June 2018 (Phase II) • Environmental baseline and engineering studies continuing Sequential permitting allows simultaneous Phase I mining while permitting Phase II Processing facility fully permitted and ready to operate

 

 

TSX: USA NYSE American: USAS RELIEF CANYON 2018 DRILLING (MAIN / WSO) Source: Company disclosure 20

 

 

TSX: USA NYSE American: USAS NOTES Mineral Reserve and Mineral Resource Estimates CIM Definitions and Standards were followed for Mineral Reserve and Mineral Resource Estimates. Mineral Reserves are estimated at a NSR cut - off value of US$40/tonne at Nuestra Señora, US$54/tonne at San Rafael and US$190/ton ne at Galena. The NSR cut - off is calculated using recent operating results for recoveries, off - site concentrate costs, and on - site operating costs. Mineral Resources are estimated at a NSR cut - off value of US$34/tonne at San Rafael, US$40/tonne at Zone 120, US$30/tonne at El Cajón and US$190/tonne at Galena. Mineral Resources at Nuestra Señora are estimated at a 90g/tonne silver equivalent cut - off grade. NSR and silver equivalent cut - offs we re calculated using recent or expected operating results for recoveries, off - site concentrate costs, and on - site operating costs. Mineral Reserves are estimated using metal prices of US$16.00/oz Ag, $2.50/lb Cu, $0.90/lb Pb and $0.90/lb Zn. Mineral Resources are estimated using metal prices of US$18.00/oz Ag, $3.00/lb Cu, $1.05/lb Pb and $1.05/lb Zn. Mineral Resources are exclusive of Mineral Reserves and as such the Mineral Resources do not have demonstrated economic viabi lit y. A minimum mining width of 4.5 feet was used for estimating Galena Reserves, with a minimum additional dilution of 0.5 feet fr om both the hanging wall and footwall. A mining recovery of 95% was used to reflect the selective nature of the mining methods used at the operation. A mining recovery of 90% was used for estimating Mineral Reserves at Nuestra Señora and San Rafael to reflect the mining meth ods used at the operations. Numbers may not add or multiply accurately due to rounding. The Mineral Resource estimate for the Cosalá Operations is based on block models prepared by independent mineral resource con sul tants. The Nuestra Señora Mineral Reserve and Resource estimate was prepared by Company personnel under the supervision of James Stonehouse, Vice President of Explorat ion , a Qualified Person for the purpose of NI 43 - 101. The San Rafael, Zone 120 and El Cajón Mineral Resource estimates were prepared by Paul Tietz, C.P.G., who is an independ ent consultant and a Qualified Person for the purpose of NI 43 - 101. The San Rafael Mineral Reserve estimate was prepared by company personnel under the supervision of Sha wn Wilson, Vice President of Technical Services, a Qualified Person for the purpose of NI 43 - 101. The Mineral Resource estimate for the Galena Complex was prepared using a combination of block modelling and the accumulation me thod. The Mineral Resource estimate was prepared by Company personnel under the supervision of Aaron Gross, C.P.G., a Qualified Person for the purpose of NI 43 - 101. The Mineral Reserve estimate was prepared by Company personnel under the supervision of Shawn Wilson, Vice President of Technical Services, a Qualified Person for the pur pos e of NI 43 - 101. All scientific and technical information related to drill and surface samples, resource estimate, mineral processing, metallurgy and recovery methods, and mining for the Relief Canyon project has been reviewed and approved by either Paul Tietz , Certified Professional Geologist #11720, Neil Prenn , P.E. #7844, Carl Defilippi , registered member SME#775870RM, or Mark Jorgensen, MMSA#01202QP who are each Qualified Persons under the definitions established by Canadian Na tio nal Instrument 43 - 101. Drill core at Relief Canyon is boxed and sealed at the drill rig and moved to the Relief Canyon logging and sample preparation facilities b y t rained personnel. The core is logged and split down the center using a typical table - fed circular rock saw. One half of the core is sent for assay while the other half is returned to the core box and stored at Relief Canyon in a secure, fenced - off, area. Pershing Gold quality assurance/quality control (QA/QC) procedures include the regular use of blanks, standard s, and duplicate samples. 21

 

 

TSX: USA NYSE American: USAS CONTACT Darren Blasutti, President and CEO dblasutti@americassilvercorp.com 416 - 848 - 9503 www.americassilvercorp.com Steve Alfers, President and CEO salfers@pershinggold.com 720 - 974 - 7254 www.pershinggold.com

 

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