Toggle SGML Header (+)


Section 1: DEFM14A (DEFM14A)

tv508201-defm14a - none - 25.2578058s
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant                            ☒
Filed by a Party other than the Registrant    ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Pershing Gold Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
   
(2)
Aggregate number of securities to which transaction applies:
   
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
(4)
Proposed maximum aggregate value of transaction:
   
(5)
Total fee paid:
   

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
   
(2)
Form, Schedule or Registration Statement No.:
   
(3)
Filing Party:
   
(4)
Date Filed:
   

TABLE OF CONTENTS
[MISSING IMAGE: 395950092_lg_pershing-gold.jpg]
PERSHING GOLD CORPORATION
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
November 29, 2018
TRANSACTION INVOLVING PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT
Dear Pershing Gold Corporation Stockholders:
The board of directors of Pershing Gold Corporation (“Pershing Gold”) has unanimously adopted and approved an Agreement and Plan of Merger (the “Merger Agreement”) in which Americas Silver Corporation (“Americas Silver”) will acquire all of the issued and outstanding shares of Pershing Gold’s common stock (the “Pershing Gold Common Stock”) and preferred stock through a transaction (the “Transaction”) pursuant to which R Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Americas Silver, will merge with Pershing Gold, with Pershing Gold surviving as a wholly-owned subsidiary of Americas Silver, and Americas Silver will issue common shares (“Americas Silver Common Shares”) in exchange for all of the issued and outstanding shares of Pershing Gold Common Stock and, at the election of the holder, will issue Americas Silver Common Shares or non-voting convertible preferred shares (the “Americas Silver Preferred Shares”) in exchange for all of the issued and outstanding shares of Pershing Gold’s Series E convertible preferred stock (“Series E Preferred Stock”). Pershing Gold is sending you the accompanying proxy statement/prospectus to notify you of a special meeting (the “Special Meeting”) of holders of Pershing Gold Stock (“Pershing Gold Stockholders”) being held to vote on the approval of the Transaction and related matters and to ask you to vote at the Special Meeting in favor of the approval of the Transaction.
If the Transaction is approved by Pershing Gold Stockholders and the Transaction is completed, each holder of Pershing Gold Common Stock will be entitled to receive 0.715 of an Americas Silver Common Share for each share of Pershing Gold Common Stock (the “Common Stock Exchange Ratio”) held as of the effective time of the merger (the “Effective Time”). Each holder of Series E Preferred Stock will be given the option to (a) convert their shares of 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 Series E Preferred Stock for Americas Silver Preferred Shares at a ratio of 461.440 Americas Silver Preferred Shares for each share of Series E Preferred Stock (the “Preferred Stock Exchange Ratio”), provided that former holders of Series E Preferred Stock who have properly and validly exercised and perfected their right to dissent will not receive the Transaction Consideration but will have the fair value of the shares of Series E Preferred Stock formerly held by the holders determined by a Nevada state district court and will be entitled to receive a cash payment equal to such fair value.
Americas Silver is a Canadian company incorporated under the Canada Business Corporations Act and its common shares trade on the Toronto Stock Exchange (the “TSX”) under the symbol “USA,” on the NYSE American LLC (the “NYSE American”) under the symbol “USAS” and on the Frankfurt Stock Exchange under the symbol “SZ71”. Pershing Gold Common Stock trades on the NASDAQ Global Market tier of The NASDAQ Stock Market (“NASDAQ”), the TSX under the symbol “PGLC” and on the Frankfurt Stock Exchange under the symbol “7PG1”.
For a discussion of risk factors that you should consider in evaluating the Transaction and the other matters on which you are being asked to vote, see “Risk Factors” beginning on page 35 of the enclosed proxy statement/prospectus. The market price of Americas Silver Common Shares will continue to fluctuate following the date of the Pershing Gold Stockholder vote on the Transaction proposal at the Special Meeting. Consequently, at the time of the Pershing Gold Stockholder vote, the value of the Transaction consideration will not yet be determined. Based on the range of closing prices of Americas Silver Common Shares on the NYSE American, during the period from September 28, 2018, the last trading day before public announcement of the execution of the Merger Agreement, through November 26, 2018, the Transaction consideration represented a value ranging from a low of approximately $0.99 to a high of approximately $1.83 for each share of Pershing Gold Common Stock.
Pershing Gold cannot complete the Transaction without (i) the approval of the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) the approval of at least 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class, although certain Pershing Gold Stockholders (including all of the Pershing Gold directors, certain of the Pershing Gold officers, and a significant Pershing Gold Stockholder (who holds approximately 31% of the outstanding shares of Pershing Gold Common Stock and 87% of the outstanding shares of Series E Preferred Stock)) holding approximately 34% of the

TABLE OF CONTENTS
outstanding shares of Pershing Gold Common Stock and 88% of the outstanding shares of Series E Preferred Stock (representing approximately 39% of the aggregate voting power of the Pershing Gold Stockholders) have agreed pursuant to voting support agreements to vote their shares in favor of the Transaction.
Both holders of Pershing Gold Common Stock and holders of Series E Preferred Stock, voting together as a single class, will also have an opportunity to vote to approve: (i) on an advisory (non-binding) basis, certain “golden parachute” payments that may become payable to the named executive officers of Pershing Gold in connection with the Transaction as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the Transaction, referred to as the adjournment proposal.
The Special Meeting will be held at the offices of Davis Graham & Stubbs, LLP, 1550 17th Street, Suite 500, Denver, Colorado 80202 on January 9, 2019 at 9:30 am Mountain Time. Notice of the Special Meeting and the related proxy statement are enclosed.
The Pershing Gold board of directors unanimously recommends that you vote “FOR” the approval of the Transaction, “FOR” the proposal to approve, on an advisory (non-binding) basis, certain “golden parachute” payments payable or that could become payable to the named executive officers of Pershing Gold in connection with the Transaction pursuant to pre-existing severance arrangements, and “FOR” the adjournment proposal.
Whether or not you plan to attend the Special Meeting, please complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the Special Meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card.
If you are a Pershing Gold Stockholder of record (that is, if your stock is registered with us in your own name), then you may vote by: (i) signing your proxy card and mailing it in the enclosed, prepaid and addressed envelope; (ii) signing and faxing your proxy card to Pershing Gold’s transfer agent, Computershare Investor Services, Inc., for proxy voting, to the fax number provided on the proxy card; (iii) voting online by following the procedures provided on the proxy card; or (iv) attending the Special Meeting and voting in person.
If your shares are registered in the name of a broker, bank, dealer or other nominee, then you are the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the Pershing Gold Stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You may also vote by: (i) signing your proxy card and mailing it in the enclosed, prepaid and addressed envelope; (ii) signing and faxing your proxy card to Pershing Gold’s transfer agent, Computershare Investor Services, Inc., for proxy voting, to the fax number provided on the proxy card; (iii) voting online by following the procedures provided on the proxy card; or (iv) attending the Special Meeting and voting in person. You are also invited to attend the Special Meeting; however, since you are not the Pershing Gold Stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.
We look forward to seeing you at the Special Meeting. Thank you in advance for your cooperation and continued support.
Sincerely,
/s/ Mindyjo Germann
CORPORATE SECRETARY
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR DETERMINED THAT THE ACCOMPANYING PROXY STATEMENT/​PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated November 29, 2018, and is first being mailed to Pershing Gold Stockholders on or about December 3, 2018.

TABLE OF CONTENTS
[MISSING IMAGE: 395950092_lg_pershing-gold.jpg]
PERSHING GOLD CORPORATION
1658 Cole Boulevard, Building 6, Suite 210
Lakewood, Colorado 80401
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held January 9, 2019
To the Stockholders of Pershing Gold:
A special meeting (the “Special Meeting”) of the stockholders (“Pershing Gold Stockholders”) of Pershing Gold Corporation (“Pershing Gold”), will be held at the offices of Davis Graham & Stubbs, LLP, 1550 17th Street, Suite 500, Denver, Colorado 80202 on January 9, 2019 at 9:30 am Mountain Time for the following purposes:
(1)
to consider and vote upon the proposal to approve the plan of merger (the “Transaction”) set forth in the Agreement and Plan of Merger dated as of September 28, 2018 (as it may be amended from time to time, the “Merger Agreement”) by and among Americas Silver Corporation, a corporation incorporated under the laws of Canada (“Americas Silver”), R Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Americas Silver (“Merger Sub”) and Pershing Gold, pursuant to which Merger Sub will merge with and into Pershing Gold, with Pershing Gold surviving as a wholly-owned subsidiary of Americas Silver, and Americas Silver (i) will issue common shares to the holders of common stock of Pershing Gold in exchange for all issued and outstanding shares of Pershing Gold common stock (the “Pershing Gold Common Stock”), and (ii) at the election of the holders, will issue either common shares or preferred shares to the holders of the Series E Convertible Preferred Stock of Pershing Gold (the “Series E Preferred Stock”), as more fully described in the attached proxy statement/prospectus (“Proposal One”). A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus;
(2)
to consider and vote upon an advisory (non-binding) basis, on the “golden parachute” compensation that may become payable to Pershing Gold’s named executive officers in connection with the Transaction as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act (“Proposal Two”);
(3)
to consider and vote upon any proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the Transaction (“Proposal Three”); and
(4)
to consider and act upon such other business as may properly come before the Special Meeting (and any adjournment or postponement thereof), including to consider any procedural matters incident to the conduct of the Special Meeting.
THE BOARD OF DIRECTORS OF PERSHING GOLD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE TRANSACTION IN PROPOSAL ONE AND THE OTHER PROPOSALS.
The affirmative vote of  (i) the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) at least 75% of the voting power of the holders of Series E Preferred Stock voting as a separate class, are required to approve the Transaction. Accordingly, if you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” the approval of Proposal One.

TABLE OF CONTENTS
Holders of Pershing Gold Common Stock will not be entitled to dissenter’s rights under Sections 92A.300 – 92A.500, inclusive, of the Nevada Revised Statutes (the “NRS”). Holders of Series E Preferred Stock who do not vote in favor of Proposal One will be entitled to assert dissenter’s rights under Sections 92A.300 – 92A.500, inclusive, of the NRS, and have the right to demand payment from the surviving corporation of the fair value of their shares of Series E Preferred Stock, if the Transaction is consummated, but only if they (i) submit to us, prior to the taking of the vote on the Transaction, a written notice of intent to demand payment for their shares if the Transaction is consummated, (ii) do not vote in favor of Proposal One, and (iii) comply with the other Nevada law procedures summarized in the accompanying proxy statement/prospectus. These dissenter’s rights are governed by Sections 92A.300 – 92A.500, inclusive, of the NRS. A copy of those sections of the NRS is attached to this notice and in the accompanying proxy statement/prospectus as Annex B.
Only holders of Series E Preferred Stock will be entitled to dissenter’s rights under Sections 92A.300 – 92A.500, inclusive, of the NRS.
All Pershing Gold Stockholders are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend the Special Meeting, please complete, sign, date and return the enclosed proxy card as soon as possible to ensure your representation at the Special Meeting. A postage-paid return envelope is enclosed for your convenience. You may vote by: (i) signing your proxy card and mailing it in the enclosed envelope; (ii) signing and faxing your proxy card to Pershing Gold’s transfer agent, Computershare Investor Services Inc., for proxy voting to the fax number provided on the proxy card; (iii) voting over the internet by following the procedures provided on the proxy card; or (iv) attending the Special Meeting and voting in person. Even if you have given your proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if a broker, bank or other nominee holds your shares of record and you wish to vote at the Special Meeting, then you must obtain from the record holder a proxy issued in your name. See “Shares Held in Street Name” in the proxy statement for further details.
Pershing Gold’s board of directors has fixed the close of business on November 26, 2018, as the record date for determination of Pershing Gold Stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only Pershing Gold Stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. The list of Pershing Gold Stockholders entitled to vote at the Special Meeting will be available for inspection at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, Colorado 80401, or by contacting Pershing Gold at the number on the following page to obtain access to an electronic version of the list, no later than ten days prior to the date of the Special Meeting and continuing through the Special Meeting, and any adjournments thereof. The list will also be available for inspection at the Special Meeting.
Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the Transaction, the Merger Agreement and the other matters to be considered at the Special Meeting. Pershing Gold urges you to read the accompanying proxy statement/prospectus and its annexes carefully and in their entirety.
November 28, 2018
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mindyjo Germann, Corporate Secretary​
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
PERSHING GOLD’S SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
JANUARY 9, 2019.

TABLE OF CONTENTS
ADDITIONAL INFORMATION
The accompanying proxy statement/prospectus includes important business and financial information about Americas Silver and Pershing Gold from other documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your request. You can also obtain a copy of the registration statement of which this proxy statement/prospectus forms a part, including the documents filed as exhibits to such registration statement, by requesting it in writing or by telephone from the appropriate company at the following addresses:
Americas Silver Corporation
145 King Street West, Suite 2870
Toronto, Ontario, Canada M5H 1J8
Attn: Investor Relations
Tel: (416) 848-9503
Pershing Gold Corporation
1658 Cole Boulevard, Building 6, Suite 210
Lakewood, Colorado 80401
Attn: Investor Relations
Tel: (720) 974-7258
To obtain timely delivery of the documents in advance of the Special Meeting of Pershing Gold Stockholders, you must request the information no later than January 2, 2019 (which is five business days prior to the date of the Special Meeting).
For more information, see “Where You Can Find More Information” on page 186.

TABLE OF CONTENTS
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) by Americas Silver, constitutes a prospectus of Americas Silver under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Americas Silver Common Shares and the Americas Silver Preferred Shares to be issued, as applicable, to Pershing Gold Stockholders pursuant to the Transaction. This proxy statement/prospectus also constitutes a proxy statement of Pershing Gold under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Special Meeting of Pershing Gold Stockholders.
You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated November 29, 2018. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither Pershing Gold’s mailing of this proxy statement/prospectus to Pershing Gold Stockholders nor the issuance by Americas Silver of Americas Silver Common Shares and Americas Silver Preferred Shares in connection with the Transaction will create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding Americas Silver has been provided by Americas Silver and information contained in this proxy statement/​prospectus regarding Pershing Gold has been provided by Pershing Gold.

TABLE OF CONTENTS
TABLE OF CONTENTS
Page
1
SUMMARY 16
16
16
16
17
17
17
18
18
19
19
19
20
20
22
22
23
23
24
24
24
25
25
26
27
27
29
30
30
31
32
32
33
34
35
35
40
50
i

TABLE OF CONTENTS
Page
51
53
54
54
54
54
54
55
56
56
56
57
57
57
58
58
58
59
59
59
59
62
67
69
73
81
84
62
89
91
92
92
95
96
97
106
108
109
109
ii

TABLE OF CONTENTS
Page
111
114
114
116
117
117
118
120
120
121
121
121
121
122
122
122
123
124
124
127
129
130
133
134
134
135
137
137
138
138
138
139
139
140
141
141
142
143
144
144
iii

TABLE OF CONTENTS
Page
145
145
146
146
146
146
148
148
149
150
151
157
157
174
180
181
183
EXPERTS 184
185
185
185
186
A-1
B-1
C-1
D-1
E-1
F-1
iv

TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING
In the following questions and answers, selected information from this proxy statement/prospectus is highlighted but not all of the information that may be important to you regarding the Transaction as contemplated by the Merger Agreement is included below. To better understand the Transaction as contemplated by the Merger Agreement, and for a complete description of their legal terms, you should carefully read this entire proxy statement/prospectus, including the annexes and the documents incorporated by reference. See “Where You Can Find More Information” on page 186.
All references in this proxy statement/prospectus to “Americas Silver” refer to Americas Silver Corporation, a corporation existing under the Canada Business Corporations Act; all references in this proxy statement/prospectus to “Pershing Gold” refer to Pershing Gold Corporation, a Nevada corporation; all references in this proxy statement/prospectus to “Merger Sub” refer to R. Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Americas Silver; all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of September 28, 2018, by and among Americas Silver, Merger Sub and Pershing Gold, as it may be amended from time to time; and all references to the “Transaction” refer to the Transaction contemplated by the Merger Agreement. Throughout this proxy statement/prospectus, Americas Silver’s common shares, no par value, are referred to as “Americas Silver Common Shares”; Americas Silver’s Class A preferred shares to be created in connection with the Transaction are referred to as “Americas Silver Preferred Shares”; shares of Pershing Gold Common Stock, par value $0.0001 per share, are referred to as shares of  “Pershing Gold Common Stock”, shares of Pershing Gold convertible preferred stock, Series E, are referred to as shares of  “Series E Preferred Stock”, holders of Pershing Gold Common Stock and Series E Preferred Stock are referred to as “Pershing Gold Stockholders”, and holders of Americas Silver Common Shares and Americas Silver Preferred Shares are referred to as “Americas Silver Shareholders”. Unless otherwise noted, all references to “dollars” or “$” refer to U.S. dollars, and “C$” refers to Canadian dollars.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Americas Silver and Pershing Gold have agreed to complete the Transaction under the terms of the Merger Agreement that is described in this proxy statement/prospectus. See “The Agreement and Plan of Merger” beginning on page 121 of this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. In order to complete the Transaction, holders of Pershing Gold Common Stock and holders of Series E Preferred Stock must approve the Transaction in the manner described in this proxy statement/prospectus, and all other conditions to the Transaction must be satisfied or waived. Pershing Gold will hold a Special Meeting of the Pershing Gold Stockholders (the “Special Meeting”) to obtain these approvals.
You are receiving this proxy statement/prospectus because you have been identified as a Pershing Gold Stockholder as of the close of business on the record date for the determination of Pershing Gold Stockholders entitled to notice of the Special Meeting. This proxy statement/prospectus contains important information about the Transaction and the Special Meeting of Pershing Gold Stockholders. You should read this proxy statement/prospectus and the information contained in this proxy statement/prospectus, including its annexes carefully.
Americas Silver and Pershing Gold encourage you to vote as soon as possible. The enclosed voting materials allow you to vote your shares of Pershing Gold Common Stock and/or Series E Preferred Stock, as applicable, without attending the Special Meeting. For more specific information on how to vote, see the questions and answers for Pershing Gold Stockholders below.
The Transaction
Q:
What is the proposed Transaction on which I am being asked to vote?
A:
You are being asked to consider and vote on a Transaction involving a merger of Merger Sub with and into Pershing Gold in order to effect an acquisition of Pershing Gold by Americas Silver pursuant to the Merger Agreement.
1

TABLE OF CONTENTS
Q:
What will happen in the Transaction?
A:
If the Pershing Gold Stockholder approvals, as described in this proxy statement/prospectus, are obtained and all other conditions to the Transaction have been satisfied (or, to the extent permissible, waived), Merger Sub will merge with and into Pershing Gold, upon the terms and subject to the conditions set forth in the Merger Agreement and Americas Silver will issue Americas Silver Common Shares in exchange for all of the issued and outstanding shares of Pershing Gold Common Stock and holders of Series E Preferred Stock will receive, in exchange for their shares of Series E Preferred Stock, either Americas Silver Common Shares or Americas Silver Preferred Shares in accordance with their election, and the letter of transmittal will provide that if a holder of Series E Preferred Stock does not make an election, a holder of Series E Preferred Stock will be deemed to have elected to receive Americas Silver Common Shares. Upon the completion of the Transaction, the Pershing Gold Stockholders will become shareholders of Americas Silver, the separate corporate existence of Merger Sub will cease, and Pershing Gold will continue as the surviving corporation in the merger, succeed to and assume all the rights and obligations of Merger Sub and be a wholly-owned subsidiary of Americas Silver.
Q:
Why are the two companies proposing to complete the Transaction?
A:
The boards of directors of Americas Silver and Pershing Gold considered a number of factors in approving the Merger Agreement. Among them, Pershing Gold’s board of directors considered the relative financial conditions, results of operations and prospects for growth of Americas Silver, the respective operational and liquidity challenges and competitive strengths of Pershing Gold and Americas Silver, Americas Silver’s production profile, which includes two operating mines, its resource base, and the premium offered to Pershing Gold Stockholders. Americas Silver’s board of directors considered that the Transaction will provide Americas Silver with a diversified portfolio of precious metal assets in the Americas, and is expected to increase the growth and scale of Americas Silver’s production profile, will strengthen Americas Silver’s financial position and will enhance Americas Silver’s capital markets profile (including by improving the liquidity of Americas Silver Common Shares). See “Proposal One — The Transaction — Recommendations of the Pershing Gold Board of Directors; Pershing Gold’s Reasons for the Transaction” on page 69 and “Proposal One — The Transaction — Recommendations of the Americas Silver Board of Directors; Americas Silver’s Reasons for the Transaction” on page 67.
Q:
As a Pershing Gold Stockholder, what will I receive in the Transaction?
A:
Each holder of Pershing Gold Common Stock will be entitled to receive 0.715 of an Americas Silver Common Share for each share of Pershing Gold Common Stock held upon completion of the Transaction. Following the completion of the Transaction, it is expected that the former holders of Pershing Gold Common Stock will own, by virtue of the exchange of their shares of Pershing Gold Common Stock for Americas Silver Common Shares, approximately 36.5% of the Americas Silver Common Shares (based on the number of Americas Silver Common Shares and shares of Pershing Gold Common Stock outstanding as of the date of this proxy statement/prospectus). For more information on the calculation of the Common Stock Exchange Ratio, see “The Agreement and Plan of Merger — Consideration to be Received Pursuant to the Transaction” on page 121.
Each holder of Series E Preferred Stock may elect to exchange Series E Preferred Stock for new convertible non-voting preferred shares of Americas Silver at the Preferred Stock Exchange Ratio, or Americas Silver Common Shares based on the Common Stock Exchange Ratio. The letter of transmittal will provide that if a holder of Series E Preferred Stock does not make an election, a holder of Series E Preferred Stock will be deemed to have elected to receive Americas Silver Common Shares.
Q:
What is the value of the Transaction consideration?
A:
The Americas Silver Common Shares are traded on the TSX and the NYSE American. Because Americas Silver will issue a fixed number of Americas Silver Common Shares in exchange for each share of Pershing Gold Common Stock (and, at the election of the holder, for each share of Series E Preferred Stock), the value of the Transaction consideration that holders of Pershing Gold Common
2

TABLE OF CONTENTS
Stock (and, at the election of the holder, certain holders of Series E Preferred Stock) will receive will depend on the price per share of Americas Silver Common Shares at the time the Transaction is completed. That price will not be known at the time of the Special Meeting and may be less or more than the current price or the price at the time of the Special Meeting. Based on the closing price of an Americas Silver Common Share on the NYSE American of  $1.39 on November 26, 2018, which may be more or less than the price at the closing date of the Transaction, the consideration per share of Pershing Gold Common Stock is $0.99, and the consideration per share of Series E Preferred Stock is $641.40. Based on the closing price of Americas Silver Common Shares on the NYSE American on September 28, 2018, the trading day preceding the announcement that Americas Silver and Pershing Gold had entered into the Merger Agreement, this implies a value of  $1.69 per share of Pershing Gold Common Stock, representing a 39% premium to Pershing Gold’s closing price on NASDAQ on September 28, 2018 and a 39% premium based on the volume weighted average prices of Americas Silver and Pershing Gold on the NYSE American and NASDAQ, respectively, for the 10-day period ending on September 28, 2018.
Q:
What will the holders of Pershing Gold Options receive in the Transaction?
A:
If the Transaction is approved, options to purchase shares of Pershing Gold Common Stock (“Pershing Gold Options”) will be cancelled at the effective time of the merger (the “Effective Time”) and converted into the right to receive that number of Americas Silver Common Shares that they would have been entitled to in the Transaction in respect of each share of Pershing Gold Common Stock that would have been issued on a “net exercise” of such Pershing Gold Options. Based on the closing price of Pershing Gold Common Stock on NASDAQ of  $0.94 on November 26, 2018 it is not expected that holders of Pershing Gold Options will receive any Americas Silver Common Shares because the exercise price of all of the Pershing Gold Options exceeds the current trading price of the Pershing Gold Common Stock. For more information on the treatment of Pershing Gold Options, see “The Agreement and Plan of Merger — Treatment of Pershing Gold Options” on page 122.
Q:
What will the holders of Pershing Gold RSUs receive in the Transaction?
A:
If the Transaction is approved, Pershing Gold restricted stock units, including performance-vested restricted stock units (“Pershing Gold RSUs”), will be cancelled at the Effective Time and converted into the right to receive that number of Americas Silver Common Shares that they would have been entitled to in the Transaction in respect of each share of Pershing Gold Common Stock underlying the Pershing Gold RSUs. For more information on the treatment of Pershing Gold RSUs, see “The Agreement and Plan of Merger — Treatment of Pershing Gold RSUs” on page 122.
Q:
What will the holders of Pershing Gold Warrants receive in the Transaction?
A:
Americas Silver and Pershing Gold have agreed that outstanding warrants to purchase shares of Pershing Gold Common Stock (“Pershing Gold Warrants”) will (i) if allowed under the terms of the applicable Pershing Gold Warrant, be required to be exercised and, if not exercised, terminated at the Effective Time, or (ii) if such treatment is not allowed under the terms of the applicable Pershing Gold Warrant, be replaced with warrants to purchase Americas Silver Common Shares on economically equivalent terms in accordance with the terms of the applicable Pershing Gold Warrant. The maximum number of Americas Silver Common Shares issuable to holders of Pershing Gold Warrants is expected to be 1,557,924. Based on the closing price of Pershing Gold Common Stock on NASDAQ of  $0.94 on November 26, 2018 it is not expected that holders of Pershing Gold Warrants whose exercise would be required will exercise such Pershing Gold Warrants, because the exercise price of the Pershing Gold Warrants exceeds the current trading price of the Pershing Gold Common Stock. For more information on the treatment of Pershing Gold Warrants, see “The Agreement and Plan of Merger — Treatment of Pershing Gold Warrants” on page 122.
3

TABLE OF CONTENTS
Q:
Do persons involved in the Transaction have interests that may conflict with mine as a Pershing Gold Stockholder?
A:
Yes. When considering the recommendations of Pershing Gold’s board of directors, you should be aware that certain Pershing Gold directors and executive officers may have interests in the Transaction that are different from, or are in addition to, yours. These interests include:

the expected appointment of an individual designated by Pershing Gold, which is expected to be Mr. Stephen Alfers, the current President, Chief Executive Officer and a director of Pershing Gold, as a director of Americas Silver immediately after the completion of the Transaction;

that Mr. Alfers and Americas Silver expect to negotiate and enter into consulting arrangements pursuant to which Mr. Alfers will provide certain services to Americas Silver following completion of the Transaction;

that Mr. Alexander, the current Vice President, Finance and Controller of Pershing Gold, is expected to continue his employment with Pershing Gold for a certain period of time following the completion of the Transaction;

the acceleration of unvested Pershing Gold RSUs and conversion of all Pershing Gold RSUs into the right to receive the Common Stock Consideration (as defined below) in respect of each share of Pershing Gold Common Stock underlying the Pershing Gold RSU;

change of control payments to be made to certain officers and employees of Pershing Gold; and

the continued indemnification and directors’ and officers’ insurance coverage of current Pershing Gold directors and officers following the Transaction.
Q:
Are there any conditions to the closing of the Transaction?
A:
Americas Silver’s and Pershing Gold’s obligations to complete the Transaction depend on a number of conditions being met. These include, among others:

approval of the Transaction by (i) the majority of the voting power of holders of the Pershing Gold Common Stock and holders of the Series E Preferred Stock (on an as-converted basis), voting as one class, and (ii) 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class, at the Special Meeting of Pershing Gold Stockholders;

the approval of the Americas Silver Shareholders at a special meeting of Americas Silver Shareholders of  (i) a special resolution authorizing the amendment of the Americas Silver’s articles of incorporation, as amended (the “Americas Silver Articles”) to create and the Americas Silver Preferred Shares and (ii) an ordinary resolution authorizing and approving the Merger Agreement and all transactions contemplated thereby, including the acquisition of the Pershing Gold Common Stock in exchange for Americas Silver Common Shares;

the clearance of the Transaction by the Committee on Foreign Investment in the United States (“CFIUS”);

the absence of any judgment, order, or law that makes illegal or otherwise directly or indirectly cease trades, enjoins or otherwise prohibits the completion of the Transaction;

the effectiveness of the Form F-4 registration statement for the Americas Silver Common Shares and Americas Silver Preferred Shares to be issued or made issuable pursuant to the Transaction and the approval for listing of the Americas Silver Common Shares on the TSX and the NYSE American;

subject to certain limitations and exceptions, the accuracy of the other party’s representations and warranties and the performance in all material respects of its covenants in the Merger Agreement;
4

TABLE OF CONTENTS

the appointment of an individual designated by Pershing Gold to the board of directors of Americas Silver, who is expected to be Mr. Alfers, effective immediately after the Effective Time; and

the absence of any material adverse change with respect to the business and affairs of either Pershing Gold (in the case of Americas Silver) or Americas Silver (in the case of Pershing Gold).
Where permitted by applicable law and the Merger Agreement, either of Americas Silver or Pershing Gold could choose to waive a condition to its respective obligation to complete the Transaction even when that condition has not been satisfied. See “The Agreement and Plan of Merger — Conditions to the Transaction” on page 135.
Q:
Is Pershing Gold prohibited from soliciting other offers?
A:
The Merger Agreement contains detailed provisions that prohibit Pershing Gold and its subsidiaries, officers, directors, any investment banker, financial advisor, attorney, accountant, agent or other representative from taking any action to directly or indirectly solicit or engage in discussions or negotiations with any person or group with respect to an alternative transaction that would be considered a “Company Acquisition Proposal” as defined in the Merger Agreement, including:

a direct or indirect acquisition that would result in the person or group acquiring 20% or more of the issued and outstanding Pershing Gold Common Stock and Series E Preferred Stock on an as converted basis;

any plan of arrangement, amalgamation, merger, share exchange, consolidation, reorganization, recapitalization, liquidation, dissolution, winding up, exclusive license, business combination or other similar transaction in respect of Pershing Gold or any of its subsidiaries;

a direct or indirect acquisition of assets or Pershing Gold or any of its subsidiaries that represents 20% or more of Pershing Gold’s consolidated assets;

a direct or indirect sale of interests in one or more of Pershing Gold’s subsidiaries that constitute 20% or more of the fair market value of Pershing Gold’s consolidated assets; or

any other transaction or arrangement or series of transactions or arrangements having a similar economic effect to those set out above.
The Merger Agreement does not, however, prohibit Pershing Gold from considering a written acquisition proposal received after the date of the Merger Agreement and in compliance with the terms of the Merger Agreement. Pershing Gold may be obligated to pay to Americas Silver a termination fee of  $4.0 million in certain circumstances if the Merger Agreement is terminated. See “The Agreement and Plan of Merger — Non-Solicitation and Acquisition Proposals” and “The Agreement and Plan of Merger — Termination Fees and Expenses” beginning on pages 130 and 138, respectively.
Q:
Are there any Pershing Gold Stockholders already committed to vote in favor of the Transaction?
A:
Yes. Pursuant to voting support agreements that have been signed with Americas Silver, all of the directors and certain officers of Pershing Gold (the “Pershing Gold D&O Support Agreements”), including Mr. Alexander (Vice President Finance and Controller), Mr. Alfers (Director, President and Chief Executive Officer), and Pershing Gold directors Pamela Saxton, Jefferey Clevenger, and Ed Karr, have agreed to vote all shares of Pershing Gold Stock held by them representing approximately 2.8% of the outstanding shares of Pershing Gold Stock (on an as-converted basis) as of the record date in favor of the Transaction at the Special Meeting. In addition, Barry Honig (the “Significant Stockholder”) has entered into an unconditional voting support agreement with Americas Silver (the “Significant Stockholder Support Agreement”) pursuant to which he has agreed to vote shares of Pershing Gold Common Stock and of Series E Preferred Stock held or controlled by him representing approximately 31% of the outstanding shares of Pershing Gold Common Stock and approximately 87% of the outstanding shares of Series E Preferred Stock (or approximately 35.7% of the aggregate voting power of the Pershing Gold Stockholders) in favor of the Transaction. For a more complete description of the Pershing Gold D&O Support Agreements and the Significant Stockholder Support Agreement, see
5

TABLE OF CONTENTS
Agreements Entered into in Connection with the Merger Agreement — Pershing Gold Director and Officer Voting Support Agreements” beginning on page 143 of this proxy statement/prospectus and “Agreements Entered into in Connection with the Merger Agreement — Significant Stockholder Voting Support Agreement” beginning on page 139 of this proxy statement/prospectus. The form of Pershing Gold D&O Support Agreement is also attached to this proxy statement/prospectus as Annex C and the form of Significant Stockholder Support Agreement is also attached to this proxy statement/​prospectus as Annex D. As of November 26, 2018, the directors, officers, and Significant Stockholder who have signed voting support agreements, own, collectively, 34% of Pershing Gold Common Stock, 88% of Series E Preferred Stock, and 39% of the combined class of the aggregate voting power of the Pershing Gold Common Stock and Series E Preferred Stock voting on an as converted basis.
Q:
Is the Transaction expected to be taxable to Pershing Gold Stockholders?
A:
The Transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), which generally would result in no recognition of any gain or loss by holders of Pershing Gold Common Stock or Series E Preferred Stock as a result of the Transaction. However, as a result of changes made by H.R. 1, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018”, informally titled the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”), it is uncertain whether Section 367(a) of the Code will apply to the Transaction, which, if applicable, would require a U.S. holder of shares of Pershing Gold Common Stock or Series E Preferred Stock to recognize gain (but not loss) equal to the difference between (i) the fair market value of Americas Silver Common Shares and/or Americas Silver Preferred Shares received by such U.S. holder in the Transaction, and (ii) the adjusted tax basis of such U.S. holder in such shares of Pershing Gold Common Stock or Series E Preferred Stock exchanged therefor. In addition, under certain circumstances, non-U.S. holders may be subject to U.S. tax on any gain realized as a result of the Transaction. In addition, if shares of Pershing Gold Common Stock are not considered to be regularly traded on an established securities market, Americas Silver may be required to withhold a portion of the Transaction consideration payable to non-U.S. holders under applicable tax laws.
You should consult your own tax advisor to determine the particular tax consequences to you of the Transaction. The foregoing description of U.S. federal income tax consequences of the Transaction to Pershing Gold Stockholders is qualified in its entirety by the longer form discussion under “Proposal One — The Transaction — Material U.S. Federal Income Tax Considerations” beginning on page 97 and “— The Transaction — Material U.S. Federal Income Tax Considerations of the Transaction to Non-U.S. Holders” beginning on page 106. Neither Pershing Gold nor Americas Silver has sought or obtained a ruling from the United States Internal Revenue Service (the “IRS”) regarding any of the tax consequences of the Transaction. Accordingly, there can be no assurance that the IRS will not challenge such tax treatment of the Transaction or that the U.S. courts will uphold such tax treatment in the event of an IRS challenge.
Generally, for a Resident Pershing Gold Holder (as defined under “Proposal One — The Transaction — Material Canadian Federal Income Tax Considerations”), the exchange of the shares of Pershing Gold Common Stock or Series E Preferred Stock for Americas Silver Common Shares or Americas Silver Preferred Shares, as applicable, should be treated as a taxable disposition of such shares.
Generally, a Non-Resident Pershing Gold Holder (as defined under “Proposal One — The Transaction — Material Canadian Federal Income Tax Considerations”) of the shares of Pershing Gold Common Stock or Series E Preferred Stock will not be subject to tax under the Income Tax Act (Canada) in respect of any capital gain realized on a disposition of the shares of Pershing Gold Common Stock unless the shares constitute “taxable Canadian property” of the Non-Resident Pershing Gold Holder at the time of disposition and that Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the holder is resident.
The foregoing is a summary only; for a more detailed discussion of the Canadian federal income tax consequences of the Transaction, please see the discussion under “Proposal One — The Transaction — Material Canadian Federal Income Tax Consequences — Considerations of the
6

TABLE OF CONTENTS
Transaction Relevant to Holders of Pershing Gold Common Stock, and Series E Preferred Stock” and “Eligibility for Investment” beginning on page 109 and 114, respectively. Resident Pershing Gold Holders and Non-Resident Pershing Gold Holders (as defined under “Proposal One — The Transaction — Material Canadian Federal Income Tax Considerations”) of shares of Pershing Gold Common Stock, Series E Preferred Stock and Pershing Gold Warrants should consult their own tax advisors to determine the particular tax consequences to them of the Transaction.
Q:
When is the Transaction expected to be completed?
A:
Pershing Gold and Americas Silver are working towards completing the Transaction as quickly as possible and it is currently anticipated that the Transaction will be completed by the end of the first quarter of calendar year 2019. However, there can be no assurances that the Transaction will be completed at all or, if completed, that it will be completed by the end of the first quarter of calendar year 2019. The exact timing and likelihood of completion of the Transaction cannot be predicted because the Transaction is subject to certain conditions, including the receipt of regulatory approvals. Neither Pershing Gold nor Americas Silver is obligated to complete the Transaction unless and until the closing conditions in the Merger Agreement have been satisfied or waived.
Q:
How will Americas Silver be managed after the closing of the Transaction?
A:
Upon completion of the Transaction, the Americas Silver board of directors will be comprised of nine members. The Americas Silver board of directors currently consists of eight members and, on closing of the Transaction, the size of the Americas Silver board of directors is expected to be increased to nine, and an individual designated by Pershing Gold, who is expected to be Mr. Alfers, will be appointed to the Americas Silver board of directors.
Q:
What happens if the Transaction is not completed?
A:
If the Transaction is not approved by the Pershing Gold Stockholders or Americas Silver Shareholders, or if the Transaction is not completed for any other reason, there will be no exchange of shares of Pershing Gold Common Stock and Series E Preferred Stock for Americas Silver Common Shares and Americas Silver Preferred Shares and Pershing Gold will not become a wholly-owned subsidiary of Americas Silver. Instead, Pershing Gold will continue to be independently owned by the Pershing Gold Stockholders and will remain as a public company and the Pershing Gold Common Stock will continue to be registered under the Exchange Act and continue to be traded on the TSX, the Frankfurt Stock Exchange and NASDAQ. If the Merger Agreement is terminated for certain specified reasons, Pershing Gold may be obligated to pay to Americas Silver a termination fee of  $4.0 million and will be required to repay the $4.0 million convertible loan by Americas Silver to Pershing Gold made in connection with the Transaction. See “The Agreement and Plan of Merger — Conditions to the Transaction” and “The Agreement and Plan of Merger — Termination Fees and Expenses” on pages 135 and 138, respectively.
Q:
Am I entitled to exercise dissenter’s or similar rights under Nevada law as a result of the Transaction?
A:
NRS Section 92A.380 generally provides stockholders of Nevada corporations with dissent rights in connection with merger transactions, such as the Transaction, that are completed under Chapter 92A — “Mergers, Conversions, Exchange and Domestications”. There is an exemption from these dissenter’s rights provisions for shares, such as the Pershing Gold Common Stock, that are traded on a “national securities exchange” and are accordingly “covered securities” under the Securities Act. Because the Pershing Gold Common Stock trades on NASDAQ, holders of Pershing Gold Common Stock are not entitled to dissenter’s rights in connection with the Transaction. However, because shares of Series E Preferred Stock do not trade on a “national securities exchange” and are, therefore, not “covered securities” under the Securities Act, holders of Series E Preferred Stock will have dissenter’s rights in connection with the Transaction. Accordingly, only a holder of Series E Preferred Stock may dissent from the Transaction and request that the surviving corporation purchase such holder’s shares of Series E Preferred Stock for their “fair value.” However, to do this, such holder of Series E Preferred Stock must strictly comply with all applicable requirements of Nevada law.
7

TABLE OF CONTENTS
Under Nevada law, the “fair value” of a share of Series E Preferred Stock may be more than, less than or equal to the price per share to be paid in the Transaction and, absent an agreement as to “fair value” between the dissenting holder of Series E Preferred Stock and the surviving corporation in the Transaction, would ultimately be determined by a court. See “Proposal One — The Transaction — Dissenter’s Rights for Holders of Series E Preferred Stock” beginning on page 118. Under Nevada law, if the Transaction is consummated and (i) you are a holder of record of Series E Preferred Stock, (ii) you give written notice to Pershing Gold prior to the vote on Proposal One at the Special Meeting that you intend to dissent, (iii) you do not vote in favor of Proposal One, and (iv) you follow all of the procedures for demanding your dissenter’s rights described in the summary at “Proposal One — The Transaction — Dissenter’s Rights for Holders of Series E Preferred Stock” and in Annex B, you may receive a cash payment for the “fair value” of your shares of Series E Preferred Stock formerly held instead of the Transaction consideration to be received by the other holders of Series E Preferred Stock pursuant to the Merger Agreement.
IF YOU ARE A HOLDER OF SERIES E PREFERRED STOCK AND WANT TO EXERCISE YOUR DISSENTER’S RIGHTS, YOU ARE URGED TO CAREFULLY READ AND FOLLOW THE PROCEDURES AT “PROPOSAL ONE — THE TRANSACTION — DISSENTER’S RIGHTS” AND IN ANNEX B. FAILURE TO TAKE ANY OF THE STEPS REQUIRED UNDER NEVADA LAW WILL RESULT IN THE LOSS OF ANY DISSENTER’S RIGHTS YOU MIGHT OTHERWISE HAVE.
Stockholders who properly and timely elect to exercise their right to dissent will also lose all their other rights as stockholder. Nevada law provides that: (i) a stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action creating the entitlement unless the action is unlawful or fraudulent with respect to the stockholder or the domestic corporation; and (ii) subject to the limitations of NRS 92A.390(3), from and after the effective date of the merger, no stockholder who has exercised the right to dissent pursuant to NRS 92A.300 to 92A.500, inclusive, is entitled to vote his or her shares for any purpose or to receive payment of dividends or any other distributions on shares; but (iii) will continue to have the right to receive dividends or other distributions payable to stockholders on a date before the effective date of the merger.
Because of the complexity of these procedures, you are urged to seek the advice of legal counsel if you are considering exercising your dissenter’s rights. Any failure to strictly follow any of these procedures may result in a termination or waiver of your dissenter’s rights under Nevada law.
Q:
Will Pershing Gold Stockholders be able to trade Americas Silver Common Shares that they receive pursuant to the Transaction?
A:
Yes. The Americas Silver Common Shares issued pursuant to the Transaction will be registered under the Securities Act and will be listed 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.” All Americas Silver Common Shares that a Pershing Gold Stockholder receives in the Transaction will be freely transferable unless a Pershing Gold Stockholder is deemed an affiliate of Pershing Gold prior to the Transaction or an affiliate of Americas Silver following the Transaction for purposes of U.S. federal securities laws or a control person under applicable Canadian securities laws. For more information on Pershing Gold affiliates’ ability to trade Americas Silver Common Shares or Americas Silver Preferred Shares received in the Transaction see “Proposal One — The Transaction — U.S. Securities Law Matters” on page 120 and “Proposal One — The Transaction — Canadian Securities Law Matters” on page 120.
Q:
Will holders of Series E Preferred Stock who elect to receive Americas Silver Preferred Shares pursuant to the Transaction be able to trade their Americas Silver Preferred Shares?
A:
The Americas Silver Preferred Shares will not be listed on any stock exchange. There is currently no market through which the Americas Silver Preferred Shares may be sold and holders of Series E Preferred Stock may not be able to resell the Americas Silver Preferred Shares that they elect to receive in connection with the Transaction. This may affect the price of the Americas Silver Preferred Shares
8

TABLE OF CONTENTS
in the secondary market, the transparency and availability of trading prices and the liquidity of the Americas Silver Preferred Shares. All Americas Silver Preferred Shares that a Series E Preferred Stockholder receives in the Transaction will be freely transferable unless a holder is deemed an affiliate of Pershing Gold prior to the Transaction or an affiliate of Americas Silver following the Transaction for purposes of U.S. federal securities laws or a control person under applicable Canadian securities laws. The Americas Silver Preferred Shares will be convertible into Americas Silver Common Shares, which will generally be freely tradeable (subject to the affiliate and control person restrictions). For more information, including the ability of affiliates or control persons of Pershing Gold or Americas Silver to trade Americas Silver Common Shares received in the Transaction, see “Proposal One — The Transaction — U.S. Securities Law Matters” on page 120 and “Proposal One — The Transaction — Canadian Securities Law Matters” on page 120.
Q:
What will happen to my stock certificates and where should I send my stock certificates?
A:
If you are a holder of Pershing Gold Common Stock, at the Effective Time, your Pershing Gold Common Stock will convert into the right to receive Americas Silver Common Shares and you will no longer be a Pershing Gold Stockholder. You will receive written instructions and a letter of transmittal. You will use these documents to exchange the certificates representing your Pershing Gold Common Stock for certificates representing your Americas Silver Common Shares. Each Pershing Gold Common Stockholder who submits the necessary documentation is entitled to receive the Transaction consideration of 0.715 Americas Silver Common Shares for each share of Pershing Gold Common Stock. For more information see “Proposal One — The Transaction — Exchange of Shares in the Transaction” on page 117.
If you are a holder of Series E Preferred Stock, at the Effective Time, unless you properly exercise and perfect your dissenter’s rights, your Series E Preferred Stock will convert, at your option, into the right to receive either (i) 461.440 non-voting Americas Silver Preferred Shares or (ii) the number of Americas Silver Common Shares to which you would be entitled if each share of Series E Preferred Stock had been converted into Pershing Gold Common Stock in accordance with the certificate of designation of Series E Preferred Stock of Pershing Gold dated August 7, 2013, as amended September 28, 2018, and such Pershing Gold Common Stock were then converted into Americas Silver Common Shares in accordance with the Merger Agreement. You will receive written instructions and a letter of transmittal. You will use these documents to exchange the certificates representing your Series E Preferred Stock for certificates representing your Americas Silver Common Shares or Americas Silver Preferred Shares, as applicable. If a holder of Series E Preferred Stock does not make an election, a holder of Series E Preferred Stock will be deemed to have elected to receive Americas Silver Common Shares.
Q:
Should I send in my Pershing Gold stock certificates now?
A:
No. You should not send in your stock certificates at this time. Pershing Gold Stockholders who hold their shares in certificated form will need to exchange their Pershing Gold stock certificates for the Americas Silver Common Shares or Americas Silver Preferred Shares provided for in the Merger Agreement upon completion of the Transaction. Americas Silver will send Pershing Gold Stockholders written instructions for exchanging Pershing Gold stock certificates at that time. Pershing Gold Stockholders who hold their shares in book-entry form will also receive written instructions for exchanging their shares after the Transaction is completed.
Q:
Are there risks associated with the Transaction?
A:
Yes. You should read the section entitled “Risk Factors” beginning on page 35.
The Special Meeting
Q:
When and where is the Special Meeting?
A:
The Special Meeting will be held at the offices of Davis Graham & Stubbs LLP, 1550 17th Street, Suite 500, Denver, CO 80202 at 9:30 am Mountain Time, on January 9, 2019.
9

TABLE OF CONTENTS
Q:
What other proposals are being presented at the Special Meeting?
A:
In addition to the proposal to approve the Transaction (Proposal One), as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act, Pershing Gold Stockholders will be asked to cast an advisory (non-binding) vote on the ‘golden parachute’ compensation that may become payable to its named executive officers in connection with the completion of the Transaction (Proposal Two) and to vote to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction (Proposal Three). Pershing Gold is not aware of any other business to be acted upon at the Special Meeting. If, however, other matters are properly brought before the Special Meeting, your proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Pershing Gold board of directors may recommend.
Q:
How does the Pershing Gold board of directors recommend that I vote?
A:
Pershing Gold’s board of directors unanimously recommends that you vote your shares:
FOR” the proposal to approve the Transaction (Proposal One).
FOR” the advisory (non-binding) vote on the ‘golden parachute’ compensation that may become payable to Pershing Gold’s named executive officers in connection with the completion of the Transaction (Proposal Two).
FOR” the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies (Proposal Three).
Q:
Who is entitled to vote at the Special Meeting?
A:
All holders of record of Pershing Gold Common Stock and of Series E Preferred Stock as of the close of business on November 26, 2018, the record date for the determination of Pershing Gold Stockholders entitled to vote at the Special Meeting, are entitled to vote at the Special Meeting on Proposal One, Proposal Two and Proposal Three. On that date, 33,676,921 shares of Pershing Gold Common Stock and 8,946 shares of Series E Preferred Stock were issued and outstanding.
Q:
Why am I being asked to cast an advisory (non-binding) vote to approve the ‘golden parachute’ compensation that may become payable to Pershing Gold’s named executive officers in connection with the Transaction?
A:
The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require Pershing Gold to seek an advisory (non-binding) vote with respect to certain payments that may be made to Pershing Gold’s named executive officers in connection with the Transaction.
Q:
What will happen if Pershing Gold Stockholders do not approve the ‘golden parachute’ compensation at the Special Meeting?
A:
Approval of the ‘golden parachute’ compensation that may become payable to Pershing Gold’s named executive officers in connection with the Transaction is not a condition to completion of the Transaction. The vote with respect to the ‘golden parachute’ compensation is an advisory vote and will not be binding on Pershing Gold regardless of whether the Transaction is approved. Therefore, regardless of whether Pershing Gold Stockholders approve the advisory (non-binding) vote regarding the ‘golden parachute’ compensation, if the Transaction is approved by the Pershing Gold Stockholders and completed, the ‘golden parachute’ compensation will still be paid to Pershing Gold’s named executive officers to the extent payable in accordance with the terms of pre-existing compensation arrangements.
Q:
How many votes do I have?
A:
If you are a holder of Pershing Gold Common Stock, you are entitled to one vote for each share of Pershing Gold Common Stock that you owned as of the close of business on the record date.
10

TABLE OF CONTENTS
If you are a holder of Series E Preferred Stock, you are entitled to one vote for each share of Pershing Common Stock into which your Series E Preferred Stock that you owned as of the close of business on the record date would then be convertible. Each share of Series E Preferred Stock is currently convertible into approximately 353.571 shares of Pershing Gold Common Stock.
Q:
What vote is required to approve each proposal?
A:
The approval of the Transaction (Proposal One) requires the affirmative votes of  (i) the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) at least 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class. If you are a holder of Pershing Gold Common Stock or Series E Preferred Stock and abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” the approval of Proposal One.
Proposal Two, the advisory (non-binding) vote on the ‘golden parachute’ compensation that may become payable to Pershing Gold’s named executive officers in connection with the completion of the Transaction required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act is advisory and, therefore, it will not be binding on Pershing Gold, nor will it overrule any prior decision or require the board of directors of Pershing Gold (or any committee thereof) to take any action. The proposal will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.
Proposal Three, approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction, requires (whether a quorum is present or not) that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal.
With respect to Proposal Two and Proposal Three, if you do not submit a proxy or voting instructions or do not vote in person at the Special Meeting, your shares will not be counted in determining the outcome of these proposals. If you “ABSTAIN” from voting on Proposal Two or Proposal Three, your shares will not be deemed to have been cast and will not affect the vote to approve Proposal Two or Proposal Three.
Q:
Do the directors and officers and certain Pershing Gold Stockholders intend to vote for the Transaction?
A:
Yes. Pursuant to the Pershing Gold D&O Support Agreements and the Significant Stockholder Support Agreement (which is unconditional), all directors and certain officers of Pershing Gold and the Significant Stockholder beneficially holding an aggregate of 11,405,011 shares of Pershing Gold Common Stock, or approximately 34% of the voting power of Pershing Gold Common Stock, and 7,835 shares of Series E Preferred Stock, or approximately 88% of the voting power of Series E Preferred Stock (and such Pershing Gold Common Stock and Series E Preferred Stock together representing approximately 39% of the aggregate voting power of Pershing Gold Stockholders), have agreed to vote their shares of Pershing Gold Common Stock and Series E Preferred Stock, as applicable, at the Special Meeting in favor of the proposal to approve the Transaction. For a more complete description of the Pershing Gold D&O Support Agreements and the Significant Stockholder Support Agreement, see “Agreements Entered into in Connection with the Merger Agreement — Pershing Gold Director and Officer Voting Agreements” on page 140 of this proxy statement/prospectus and “Agreements Entered into in Connection with the Merger Agreement — Significant Stockholder Voting Support Agreements” on page 139 of this proxy statement/prospectus. The form of Pershing Gold D&O Support Agreement is also attached to this proxy statement/prospectus as Annex C and the form of Significant Stockholder Support Agreement is also attached to this proxy statement/prospectus as Annex D.
Q:
Can I attend the Special Meeting? What do I need for admission?
A:
You are entitled to attend the Special Meeting if you were a Pershing Gold Stockholder of record or a beneficial owner as of the close of business on November 26, 2018 or you hold a valid legal proxy for
11

TABLE OF CONTENTS
the Special Meeting. If you are a Pershing Gold Stockholder of record, your name will be verified against the list of Pershing Gold Stockholders of record prior to your being admitted to the Special Meeting. If you are a beneficial owner, you will need to provide proof of beneficial ownership on the record date in order to be admitted to the Special Meeting, such as a brokerage account statement showing that you owned stock of Pershing Gold as of the record date, a voting instruction form provided by your bank, broker or other nominee, or other similar evidence of ownership as of the record date, including a valid legal proxy from your bank, broker or other nominee. You should also be prepared to present photo identification for admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the Special Meeting.
Q:
How can I vote my shares in person at the Special Meeting?
A:
All Pershing Gold Stockholders, including Pershing Gold Stockholders of record and Pershing Gold Stockholders who hold their shares through banks, brokers or other nominees, are invited to attend the Special Meeting and vote their shares in person.
If your shares of Pershing Gold Common Stock or Series E Preferred Stock, as applicable, are registered directly in your name with Pershing Gold’s transfer agent, Computershare Investor Services Inc., you are considered the Pershing Gold Stockholder of record with respect to those shares. If you are a Pershing Gold Stockholder of record as of the close of business on the record date for the determination of Pershing Gold Stockholders entitled to vote at the Special Meeting, you have the right to vote your shares in person at the Special Meeting. If you choose to do so, you can vote at the Special Meeting using the written ballot that will be provided at the Special Meeting or you can complete, sign and date the enclosed proxy card you received with this proxy statement/prospectus and submit it at the Special Meeting.
If your shares are held in a stock brokerage account or by a bank, broker, or other nominee (that is, in “street name”) rather than directly in your own name with Pershing Gold’s transfer agent, you are considered a beneficial owner of your shares and this proxy statement/prospectus is being forwarded to you by your bank, broker, or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. As the beneficial owner, you may attend the Special Meeting and vote your shares in person at the Special Meeting only if you obtain a legal proxy from the bank, broker, or other nominee that holds your shares giving you the right to vote the shares at the Special Meeting.
Even if you plan to attend the Special Meeting, it is recommended that you submit your proxy or voting instructions in advance of the Special Meeting as described below so that your vote will be counted if you later decide not to attend the Special Meeting.
Q:
How can I vote my shares without attending the Special Meeting?
A:
Whether you are a Pershing Gold Stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the Special Meeting. If you are a Pershing Gold Stockholder of record, you may submit a proxy to authorize how your shares are voted at the Special Meeting. Your proxy can be submitted by mail by completing, signing, and dating the proxy card you received with this proxy statement/prospectus and then mailing it in the enclosed prepaid envelope. Stockholders of record may also submit a proxy over the Internet by following the instructions provided on the proxy card you received with this proxy statement/prospectus or may vote via facsimile by faxing the proxy card to the fax number provided on your proxy card. If you are a beneficial owner, you must submit voting instructions to your bank, broker or other nominee in order to authorize how your shares are voted at the Special Meeting. Please follow the instructions provided by your bank, broker or other nominee.
Submitting a proxy or voting instructions will not affect your right to vote in person should you decide to attend the Special Meeting, although beneficial owners must obtain a “legal proxy” from the bank, broker, or other nominee that holds their shares giving them the right to vote the shares at the Special Meeting in order to vote in person at the Special Meeting.
12

TABLE OF CONTENTS
Q:
What does it mean if I received more than one set of proxy materials?
A:
If you received more than one set of proxy materials, it means that you hold shares of Pershing Gold Stock in more than one account and/or that you own both Pershing Gold Common Stock and Series E Preferred Stock. For example, you may own your shares in various forms, including jointly with your spouse, as trustee of a trust, or as custodian for a minor. To ensure that all of your shares are voted, please provide a proxy or voting instructions for each account for which you received proxy materials.
Q:
If my shares are held in my own name, how will my shares be voted if I do not provide specific voting instructions in the proxy or voting instruction form I submit?
A:
If your shares are registered directly in your name with Pershing Gold’s transfer agent, Computershare Investor Services Inc., and you submit a proxy or voting instructions but do not indicate your specific voting instructions on one or more of the proposals to be presented at the Special Meeting, your shares will be voted as recommended by Pershing Gold’s board of directors on those proposals if using the form of proxy included with the proxy materials and as the proxyholders may determine with respect to any other matter properly presented for a vote at the Special Meeting.
Q:
What is the deadline for voting my shares?
A:
If you are a Pershing Gold Stockholder of record using the telephone or internet voting methods decscribed on your proxy card, your vote must be received by 11:59pm on January 8, 2019 in order for your shares to be voted at the Special Meeting. However, if you are a Pershing Gold Stockholder of record, you may instead mark, sign, date, and return the enclosed proxy card, which must be received before the polls close at the Special Meeting, in order for your shares to be voted at the Special Meeting. If you are a beneficial owner, please read the voting instructions provided by your bank, broker, or other nominee for information on the deadline for voting your shares.
Q:
What is a quorum?
A:
The presence at the Special Meeting, in person or by proxy, of the holders of a majority (over 50%) of the shares of Pershing Gold’s capital stock outstanding, including all Pershing Gold Common Stock and Series E Preferred Stock voting on an as-converted basis (determined as of the record date) will constitute a quorum. Abstentions are counted as present for the purpose of determining whether a quorum is present.
Q:
How will abstentions be counted?
A:
If you are a holder of Pershing Gold Common Stock or Series E Preferred Stock and abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” the approval of the Transaction in Proposal One.
If you “ABSTAIN” from voting on Proposal Two or Proposal Three, your shares will not be deemed to have been cast and will not affect the vote to approve either proposal.
Q:
Why is my vote important?
A:
If you do not submit a proxy or voting instruction form or vote in person at the Special Meeting, it will be more difficult for us to obtain the necessary quorum to hold the Special Meeting. In addition, because Proposal One in respect of the Transaction must be approved by both (i) the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) at least 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class, abstaining from voting, either in person or by proxy, or not instructing your broker or other nominee how to vote your shares, will have the same effect as a vote “AGAINST” the approval of the Transaction in Proposal One.
If you do not submit a proxy or voting instructions or do not vote in person at the Special Meeting, your shares will not be counted in determining the outcome of any of the other proposals at the Special Meeting.
13

TABLE OF CONTENTS
Q:
If my shares are held in “street name” by my broker, bank, or other nominee, will my broker, bank, or other nominee vote my shares for me if I do not submit voting instructions?
A:
No. It is not expected that your broker, bank, or other nominee will have discretion to vote your shares on any of the matters listed in the notice of Special Meeting, except in accordance with your specific instructions. Therefore, if you hold your shares in “street name” through a brokerage account and do not submit voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee should not vote your shares of Pershing Gold Common Stock or Series E Preferred Stock on any of the proposals at the Special Meeting.
Q:
May I change my vote after I have submitted my proxy or voting instructions?
A:
Yes. If you are a shareholder of record, once you have submitted your proxy by mail, fax or via the Internet, you may revoke it at any time before it is voted at the Special Meeting. You may revoke your proxy in any one of three ways:

you may grant another proxy marked with a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);

you may notify Pershing Gold’s Corporate Secretary in writing that you wish to revoke your proxy before it is voted at the Special Meeting; or

you may vote in person at the Special Meeting.
Attendance at the Special Meeting in and of itself, without voting in person at the Special Meeting, will not cause your previously granted proxy to be revoked. Please note that if you hold your shares in “street name” through a broker, bank, or other nominee and you have instructed your broker, bank, or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead, you must follow the instructions received from your broker, bank, or other nominee to change your vote.
Q:
What happens if I transfer my shares of Pershing Gold Common Stock or Series E Preferred Stock after the record date?
A:
If you transfer your shares of Pershing Gold Common Stock after the record date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting (so long as such shares remain outstanding on the date of the Special Meeting), but you will not have the right to receive the Transaction consideration to be received by holders of Pershing Gold Common Stock in connection with the Transaction. In order to receive the Transaction consideration, you must hold your shares of Pershing Gold Common Stock through completion of the Transaction.
If you transfer your shares of Series E Preferred Stock after the record date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting (so long as such shares remain outstanding on the date of the Special Meeting), but you will not have the right to receive the Transaction consideration to be received by holders of Series E Preferred Stock in connection with the Transaction. In order to receive the Transaction consideration, you must hold your shares of Series E Preferred Stock through completion of the Transaction.
Q:
What do I need to do now?
A:
You are urged to read this proxy statement/prospectus carefully, including its annexes and the documents referred to in this proxy statement/prospectus, and then mail your completed, dated, and signed proxy card or voting instruction form in the enclosed prepaid return envelope as soon as possible, or submit your proxy or voting instruction via the Internet or by fax in accordance with the instructions included with this proxy statement/prospectus and the enclosed proxy card or voting instruction form, so that your shares can be voted at the Special Meeting.
14

TABLE OF CONTENTS
Q:
Who is paying for this proxy solicitation?
A:
Pershing Gold will pay the costs of printing and mailing this proxy statement/prospectus to Pershing Gold Stockholders and all other costs incurred in connection with the solicitation of proxies for the Special Meeting. In addition to the mailed proxy materials, Pershing Gold’s and Americas Silver’s directors, officers, and other employees may also solicit proxies or votes in person, in writing, by telephone, e-mail, or other means of communication. Directors, officers, and other employees will not be paid any additional compensation for soliciting proxies. Pershing Gold will also reimburse banks, brokers, nominees, and other record holders for their reasonable expenses in forwarding proxy materials to beneficial owners of shares of Pershing Gold Common Stock. In addition, Pershing Gold and Americas Silver have retained ShoreCrest Group Ltd. to assist in the solicitation of proxies and Americas Silver has agreed to pay the C$35,000 cost (plus reasonable out-of-pocket expenses) for these services.
Q:
Where can I find more information about Americas Silver and Pershing Gold?
A:
More information about Americas Silver and Pershing Gold is available from various sources described under “Where You Can Find More Information” on page 186. Additional information about Americas Silver may be found under its profiles on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sedar.com and www.sec.gov/edgar, respectively, and may be obtained from its internet website at www.americassilvercorp.com, and additional information about Pershing Gold found under its SEDAR and EDGAR profiles at www.sedar.com and www.sec.gov/edgar.com and may be obtained from its Internet website at www.pershinggold.com. Americas Silver and Pershing Gold have included their respective website addresses in this proxy statement/prospectus only as inactive textual references and do not intend them to be an active link to their respective websites. The contents of these websites, and information accessible through them, are not part of this proxy statement/prospectus.
Q:
Who can help answer my questions?
A:
If you have any questions or need further assistance in voting your shares of Pershing Gold Common Stock or Series E Preferred Stock, or if you need additional copies of this proxy statement/prospectus or the proxy card, please contact Mindyjo Germann, Corporate Secretary, at 1658 Cole Blvd, Building 6 Suite 210 Lakewood, CO 80401, or by calling 720-974-7248.
15

TABLE OF CONTENTS
SUMMARY
This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You are urged to carefully read the entire proxy statement/prospectus, including the annexes and the other documents referred to in this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger Agreement, the Transaction and the other matters being considered at the Special Meeting. For additional information, see “Where You Can Find More Information” on page 186. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.
Information about the Companies
Americas Silver Corporation
Americas Silver is a publicly-listed mining company engaged in the evaluation, acquisition, exploration, development and operation of precious and polymetallic mineral properties in North America, primarily those with the potential for near-term production or exhibiting potential for hosting a major mineralized deposit. Americas Silver’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complimentary projects. Americas Silver is currently operating in two of the world’s leading silver camps: the Cosalá Operations in Sinaloa, Mexico, which includes the Nuestra Señora silver-zinc-copper-lead mine, the San Rafael silver-zinc-lead mine and the Zone 120 silver-copper exploration project, and the Galena Complex, in Idaho, United States. Americas Silver holds an option to purchase the San Felipe development project in Sonora, Mexico.
Americas Silver was incorporated as “Scorpio Mining Corporation” pursuant to articles of incorporation dated May 12, 1998 under the Canada Business Corporations Act with authorized share capital of an unlimited number of common shares. On December 23, 2014, a merger transaction between Scorpio Mining Corporation (“Scorpio Mining”) and U.S. Silver & Gold Inc. (“U.S. Silver”) was completed to combine their respective businesses by way of a plan of arrangement of U.S. Silver pursuant to section 182 of the Business Corporations Act (Ontario). Following this merger, the combined company changed its name to “Americas Silver Corporation” by way of articles of amendment dated May 19, 2015.
Americas Silver was originally listed on the TSX trading under the symbol “SPM” from October 18, 2006. Americas Silver now trades on the TSX under the trading symbol “USA” and on the Frankfurt Stock Exchange under the symbol “SZ71”. On January 11, 2017, Americas Silver filed a registration statement under the Exchange Act with the SEC, and on January 19, 2017, Americas Silver commenced trading the Americas Silver Common Shares on the NYSE American under the symbol “USAS”.
Americas Silver’s principal and registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada M5H 1J8. Americas Silver’s website is www.americassilvercorp.com. Americas Silver’s telephone number is 416-848-9503. The content of Americas Silver’s website and information accessible through the website do not form part of this proxy statement/prospectus.
Americas Silver is an “emerging growth company” under the Jumpstart Our Business Startups Act 2012, as amended (the “Jobs Act”). SeeRisk Factors — Risks Relating to Americas Silver Following Completion of the Transaction” beginning on page 40 and “Americas Silver Corporation” beginning on page 146.
Additional information about Americas Silver is included in documents publicly filed by Americas Silver. See “Where You Can Find More Information” beginning on page 186.
R Merger Sub, Inc.
R Merger Sub, Inc., or Merger Sub, is a Nevada corporation and a wholly-owned subsidiary of Americas Silver. Merger Sub was formed solely for the purpose of effecting the proposed merger with Pershing Gold and has not carried on any activities other than in connection with the proposed merger. The address and telephone number for Merger Sub’s principal executive office is the same as for Americas Silver.
16

TABLE OF CONTENTS
Pershing Gold Corporation
Pershing Gold is a gold and precious metals exploration company pursuing exploration, development and mining opportunities primarily in Nevada. It is currently focused on exploration at its Relief Canyon properties in Pershing Gold County in northwestern Nevada and, if economically feasible, commencing mining at the Relief Canyon Mine. None of its properties contain proven and probable reserves under SEC Industry Guide 7, and its activities on all of its properties are exploratory in nature.
Pershing Gold was incorporated in Nevada on August 2, 2007 under the name Excel Global, Inc., and it changed its name to Pershing Gold Corporation on February 27, 2012.
Since its acquisition of the Relief Canyon Mine property in 2011, Pershing Gold’s exploration efforts have been focused primarily on expanding the known Relief Canyon Mine deposit.
Pershing Gold’s Relief Canyon property rights currently total approximately 29,000 acres and are comprised of approximately 1,137 owned unpatented mining claims, 120 owned millsite claims, 62 leased unpatented mining claims, and 6,586 acres of leased private lands, 960 acres of subleased private lands and 320 acres or owned private minerals. As currently defined by exploration drilling, most of the Relief Canyon properties, including the Relief Canyon Mine, are located on property that is subject to a 2% net smelter return production royalty, with a portion of the deposit located on property subject to net smelter return production royalties totaling 4.5%. The rest of the property is subject, under varying circumstances, to net smelter return production royalties ranging from 2% to 5%.
Pershing Gold’s principal offices are located in Lakewood, Colorado at 1658 Cole Boulevard, Building No. 6, Suite 210, Lakewood, Colorado 80401 and it has an exploration office at 1055 Cornell Avenue, Lovelock, Nevada 89419. Pershing Gold’s telephone number is 720-974-7254. Pershing Gold maintains a website at www.pershinggold.com, which contains information about the company. This website and the information accessible through the website do not form part of this proxy statement/prospectus.
Pershing Gold Common Stock trades on NASDAQ and on the TSX under the symbol “PGLC”, and on the Frankfurt Stock Exchange under the symbol “7PG1”.
Additional information about Pershing Gold is included in documents publicly filed by Pershing Gold. See “Where You Can Find More Information” beginning on page 186.
The Agreement and Plan of Merger
Under the terms of the Merger Agreement, Merger Sub will merge with and into Pershing Gold, with Pershing Gold continuing as the surviving corporation. The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. Pershing Gold and Americas Silver encourage you to read the entire Merger Agreement carefully as it is the legal document that governs the Transaction.
General
As a result of the Transaction, the separate corporate existence of Merger Sub will cease and Pershing Gold will continue as the surviving corporation of the Merger with Merger Sub and become a wholly-owned subsidiary of Americas Silver.
Holders of shares of Pershing Gold Common Stock, as of the Effective Time, will exchange their shares of Pershing Gold Common Stock for Americas Silver Common Shares. Each share of Pershing Gold Common Stock will be exchanged for 0.715 of an Americas Silver Common Share (referred to as the “Common Stock Consideration”).
Holders of shares of Series E Preferred Stock, as of the Effective Time, (other than Series E Preferred Stockholders who have properly and validly exercised and perfected their right to dissent) will receive either Americas Silver Preferred Shares or have their shares converted into Pershing Gold Common Stock and then receive Americas Silver Common Shares. Each share of Series E Preferred Stock will, at the election of the holder, either (i) be converted into the right to receive 461.440 Americas Silver Preferred Shares, or (ii) be converted into the right to receive such number of Americas Silver Common Shares to which the
17

TABLE OF CONTENTS
holder would be entitled if the share of Series E Preferred Stock were converted into Pershing Gold Common Stock and then exchanged for Americas Silver Common Shares using the 0.715 exchange ratio described above (together referred to as the “Preferred Stock Consideration”).
The letter of transmittal will provide that if a holder of Series E Preferred Stock does not make an election, a holder of Series E Preferred Stock will be deemed to have elected to receive Americas Silver Common Shares.
No fractional shares will be issued as the number of shares issued will be rounded down to the nearest whole number. Following the completion of the Transaction, it is expected that current Pershing Gold Stockholders will own approximately 36.5% of Americas Silver Common Shares (or 40.2% of Americas Silver Common Shares, if all of the holders of Series E Preferred Stock elect to convert such shares into Pershing Gold Common Stock and then exchange these shares for Americas Silver Common Shares pursuant to the Transaction).
Upon the closing of the Transaction, Pershing Gold will cease trading on NASDAQ, the Frankfurt Stock Exchange and the TSX. Americas Silver will continue to trade after the Transaction 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.”
Reasons for the Transaction
The Pershing Gold board of directors has determined that the Transaction and the terms of the Merger Agreement are in the best interests of Pershing Gold and the Pershing Gold Stockholders and has approved the Merger Agreement. For a description of the factors on which the Pershing Gold board of directors based its determination, see “Proposal One — The Transaction — Recommendations of the Pershing Gold Board of Directors; Pershing Gold’s Reasons for the Transaction” beginning on page 69.
Opinion of Canaccord, Financial Advisor to the Pershing Gold Board of Directors
At a meeting of the Pershing Gold board of directors held on September 28, 2018 to evaluate the Transaction, Canaccord Genuity LLC (“Canaccord”) delivered to the Pershing Gold board of directors an oral opinion, which opinion was confirmed by delivery of a written opinion, dated September 28, 2018, to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the written opinion, the Common Stock Consideration of 0.715 of an Americas Silver Common Share for each share of Pershing Gold Common Stock, to be received by holders of Pershing Gold Common Stock in the Transaction is fair, from a financial point of view, to such holders.
The full text of Canaccord’s opinion is attached to this proxy statement/prospectus as Annex E and forms part of this proxy statement/prospectus. The description of Canaccord’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of Pershing Gold Common Stock are encouraged to read Canaccord’s opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Canaccord in connection with its opinion.
Canaccord’s opinion was addressed to the Pershing Gold board of directors, was only one of many factors considered by the Pershing Gold board of directors in its evaluation of the Transaction and only addresses the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received in the Transaction by holders of Pershing Gold Common Stock. Canaccord’s opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available to Pershing Gold, nor does it address the underlying business decision of Pershing Gold to proceed with the Transaction. Canaccord’s opinion was necessarily based on securities, economic, monetary, market and other conditions as in effect on, and the information made available to Canaccord as of September 28, 2018, the date of its opinion. Subsequent developments may affect the conclusions expressed in Canaccord’s opinion if such opinion were rendered as of a later date. Canaccord assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances or events occurring after the date of the opinion. Canaccord’s opinion is not intended to, and does not, constitute advice or a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the proposed Transaction or otherwise act on any other matter with respect to the Transaction.
18

TABLE OF CONTENTS
See “Proposal One — The Transaction — Opinion of Canaccord as Independent Financial Advisor to the Pershing Gold Board of Directors” beginning on page 73 for additional information.
Pershing Gold’s Special Meeting of Stockholders
Pershing Gold’s Special Meeting of Pershing Gold Stockholders will be held at the offices of Davis Graham & Stubbs, LLP, 1550 17th Street, Suite 500, Denver, Colorado 80202 on January 9, 2019 at 9:30 am Mountain Time. At the Special Meeting, Pershing Gold Stockholders will consider and vote upon a proposal to approve the Transaction and the other proposals described in the notice for the Special Meeting included with this proxy statement/prospectus. Only Pershing Gold Stockholders of record at the close of business on November 26, 2018, the record date, will be entitled to vote at the Special Meeting.
Quorum and Vote Required at the Special Meeting
The presence at the Special Meeting, in person or by proxy, of the holders of a majority (over 50%) of the shares of Pershing Gold’s capital stock outstanding, including all Pershing Gold Common Stock and Series E Preferred Stock voting on an as-converted basis (determined as of the record date) will constitute a quorum. There must be a quorum for any action to be taken at the Special Meeting (other than an adjournment or postponement of the Special Meeting). If you properly submit a proxy, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum.
The proposal for the approval of the Transaction (Proposal One) will be approved if it receives the approval of  (i) the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) at least 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class. If you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” Proposal One.
Proposal Two, the advisory (non-binding) vote on the ‘golden parachute’ compensation that may become payable to Pershing Gold’s named executive officers in connection with the completion of the Transaction required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act, will be approved if the votes cast “FOR” the proposal exceed the votes cast “AGAINST” Proposal Two.
Proposal Three, approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction, requires (whether a quorum is present or not) that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” Proposal Three.
With respect to Proposal Two and Proposal Three, if you do not submit a proxy or voting instructions or do not vote in person at the Special Meeting, your shares will not be counted in determining the outcome of these proposals. If you “ABSTAIN” from voting on Proposal Two or Proposal Three, your shares will not be deemed to have been cast and will not affect the vote to approve these proposals.
Shares Beneficially Owned as of the Record Date
As of the record date, the directors and executive officers of Pershing Gold and their affiliates, as a group, beneficially own 1,107,457 shares of Pershing Gold voting stock, or approximately 3.0% of the outstanding shares of Pershing Gold Common Stock and Series E Preferred Stock entitled to be voted at the Special Meeting (based on 3,163,050 shares of Pershing Gold Common Stock outstanding and issuable upon conversion of the Series E Preferred Stock as of such date).
In connection with the Merger Agreement, on September 28, 2018, Americas Silver entered into the Pershing Gold D&O Support Agreements, as well as the unconditional Significant Stockholder Support Agreement. Each voting support agreement provides that the Pershing Gold Stockholder party to the agreement will vote for and support the Transaction. As a result of the voting support agreements and based on shares of Pershing Gold Common Stock outstanding as of November 26, 2018, Americas Silver has voting control with respect to 14,175,240 shares of Pershing Gold Common Stock and as-converted Series E Preferred Stock, or approximately 39% of the outstanding shares of Pershing Gold Common Stock and as-converted Series E Preferred Stock entitled to be voted at the Special Meeting.
19

TABLE OF CONTENTS
Pershing Gold Warrants, Options and RSUs
Pursuant to the Merger Agreement, Pershing Gold will require that outstanding Pershing Gold Warrants will, (i) if allowed under the terms of the applicable Pershing Gold Warrants, be required to be exercised, and, if not exercised, terminated, or (ii) if such treatment is not allowed under the terms of the applicable Pershing Gold Warrant, be replaced with warrants to purchase Americas Silver Common Shares on economically equivalent terms. For more information on the exchange of the Pershing Gold Warrants, see “The Agreement and Plan of Merger — Treatment of Pershing Gold Warrants” on page 122 of this proxy statement/prospectus.
Each outstanding Pershing Gold Option, whether vested or unvested, will be cancelled and converted into the right to receive (without interest) the Common Stock Consideration for each share of Pershing Gold Common Stock which would have been issued upon the exercise of the Pershing Gold Option calculated as follows: the number of shares of Pershing Gold Common Stock otherwise deliverable pursuant to the Pershing Gold Option will be reduced by the number of such shares having a fair market value on the closing date of the Transaction equal to the exercise price. Any Pershing Gold Option that has an exercise price per share that is greater than or equal to the fair market value on the closing date of the Transaction will be cancelled at the Effective Time for no consideration or payment. For more information on the exchange of the Pershing Gold Options, see “The Agreement and Plan of Merger — Treatment of Pershing Gold Options” on page 122 of this proxy statement/prospectus.
At the Effective Time, each outstanding Pershing Gold RSU (including performance-vested RSUs), whether vested or unvested, will automatically be cancelled and converted into the right to receive (without interest) the Common Stock Consideration for each share of Pershing Gold Common Stock underlying such Pershing Gold RSU. For more information on the exchange of the Pershing Gold RSUs, see “The Agreement and Plan of Merger — Treatment of Pershing Gold RSUs” on page 122 of this proxy statement/prospectus.
Dissenter’s Rights
NRS Section 92A.380 generally provides stockholders of Nevada corporations with dissent rights in connection with merger transactions, such as included as part of the Transaction, that are completed under Chapter 92A — “Mergers, Conversions, Exchange and Domestications”. There is an exemption from these dissent requirements for shares, such as the Pershing Gold Common Stock, that are traded on a “national securities exchange” and are accordingly “covered securities” under the Securities Act. Because the Pershing Gold Common Stock trades on NASDAQ, holders of Pershing Gold Common Stock are not entitled to dissenter’s rights in connection with the Transaction. However, because shares of Series E Preferred Stock do not trade on a “national securities exchange” and are, therefore, not “covered securities” under the Securities Act, holders of Series E Preferred Stock will have dissenter’s rights in connection with the Transaction. Accordingly, only a holder of Series E Preferred Stock may dissent from the Transaction and request that the surviving corporation purchase such Pershing Gold Stockholder’s shares of Series E Preferred Stock for their “fair value.” However, to do this, such holder of Series E Preferred Stock must strictly comply with all applicable requirements of Nevada law.
A copy of NRS Sections 92A.300-92A.500, inclusive, regarding dissenter’s rights is attached to this proxy statement/prospectus as Annex B. Holders of Series E Preferred Stock who are considering exercising dissenter’s rights should review the statutes carefully, particularly the steps required to perfect dissenter’s rights. NO PROVISION UNDER NEVADA LAW PROVIDES A STOCKHOLDER THE RIGHT TO LATER DEMAND PAYMENT, IF THE STOCKHOLDER DOES NOT FULLY COMPLY WITH ALL OF THE STATUTORY REQUIREMENTS. Set forth below is a summary of the steps to be taken by a holder of Series E Preferred Stock to exercise the right to dissent. This summary should be read in conjunction with the full text of NRS Sections 92A.300-92A.500 attached hereto as Annex B.
For a holder of Series E Preferred Stock to exercise the right to dissent:

BEFORE THE VOTE IS TAKEN ON PROPOSAL ONE, THE HOLDER MUST DELIVER WRITTEN NOTICE TO PERSHING GOLD STATING THAT HE, SHE OR IT INTENDS TO DEMAND PAYMENT FOR THEIR SHARES OF PREFERRED STOCK IF THE TRANSACTION IS CONSUMMATED; AND
20

TABLE OF CONTENTS

THE HOLDER MUST NOT VOTE HIS, HER OR ITS SHARES OF SERIES E PREFERRED STOCK IN FAVOR OF THE TRANSACTION EITHER BY PROXY OR IN PERSON.
If a holder of Series E Preferred Stock (i) sends written notice of the intent to dissent before the vote on the Transaction and (ii) does not vote in favor of the Transaction either in person or by proxy, the surviving corporation is required to send to the holder a written dissenter’s notice within ten days after the Transaction is consummated telling the holder:

where the demand for payment for the holder’s Series E Preferred Stock must be sent and where and when the stock certificates must be deposited;

if the holder’s Series E Preferred Stock holding is not represented by certificates, to what extent the transfer of the holder’s Series E Preferred Stock will be restricted after the demand for payment is received; and

the date by which the surviving corporation must receive the holder’s written demand form, which must be between 30 and 60 days after delivery of the surviving corporation’s notice to the holder of the Series E Preferred Stock, and providing the holder of the Series E Preferred Stock with:

a form to demand payment; and

a copy of NRS Sections 92A.300 – 92A.500, inclusive.
A FAILURE TO DEMAND PAYMENT IN THE PROPER FORM OR DEPOSIT THE CERTIFICATES AS DESCRIBED IN THE DISSENTER’S NOTICE WILL TERMINATE THE RIGHT TO RECEIVE PAYMENT FOR THE HOLDER’S SERIES E PREFERRED STOCK OTHER THAN AS PROVIDED IN THE MERGER AGREEMENT.
If a holder of Series E Preferred Stock properly exercises the right to dissent and acquired the holder’s Series E Preferred Stock before September 30, 2018, when notice of the Transaction was first publicly made, then within 30 days of receipt of a properly executed demand for payment from the holder of Series E Preferred Stock, the surviving corporation must pay the holder what it determines to be the fair value for the holder’s Series E Preferred Stock, plus interest. Payment is required to be accompanied by (i) specific financial records of Pershing Gold, (ii) a statement of the surviving corporation’s fair value estimate, including how interest was calculated, (iii) information regarding the holder’s right to challenge the fair value estimate, and (iv) copies of relevant portions of the Nevada law.
If the holder of Series E Preferred Stock properly exercises the right to dissent and acquired the holder’s Series E Preferred Stock on or after September 30, 2018, the holder is entitled to receive payment of the amount that the surviving corporation estimates is the fair value of the holder’s Series E Preferred Stock but only if the holder accepts that estimate. If the holder of the Series E Preferred Stock wishes to contest the estimate, the holder may do so, but then the holder will not receive any payment until the contest is resolved.
Within 30 days of the surviving corporation’s fair value payment or notice, the holder of the Series E Preferred Stock has the right to notify the surviving corporation, in writing, of the holder’s own fair value estimate and demand payment of the amount not yet paid. Failure to do so will terminate the holder’s right to challenge the surviving corporation’s calculation of fair value. If the holder of the Series E Preferred Stock and the surviving corporation cannot agree on fair value, then the surviving corporation must commence legal action within 60 days after it receives the holder’s demand, seeking court determination of fair value. If the surviving corporation fails to commence a legal action within the 60-day period, it must pay each dissenter whose demand remains unsettled the amount he, she or it demanded. Proceedings instituted by the surviving corporation will be in Carson City, Nevada. Costs of legal action will be assessed against the surviving corporation, unless the court finds that the dissenters acted arbitrarily, vexatiously or not in good faith, in which case costs will be equitably distributed. Attorneys’ and expert fees may be awarded in such amount as the court deems equitable against any party that the court determines has acted arbitrarily, vexatiously or not in good faith (in the case of a former holder of Series E Preferred Stock or the surviving corporation) or did not substantially comply with Sections 92A.300 – 92A.500 of the NRS (in the case of the surviving corporation).
21

TABLE OF CONTENTS
FAILURE TO COMPLY STRICTLY WITH THE PROCEDURES SET FORTH IN THE NEVADA STATUTE WILL RESULT IN THE LOSS OF A HOLDER’S DISSENTER’S RIGHTS.
A holder of Series E Preferred Stock who signs and returns the enclosed proxy card without expressly directing that his, her or its shares of Series E Preferred Stock be voted against the Transaction will effectively waive his, her or its dissenter’s rights because the shares represented by the proxy form will be voted FOR the approval of the Transaction.
Accordingly, a holder of Series E Preferred Stock who desires to exercise and perfect dissenter’s rights with respect to any of his, her or its shares of Series E Preferred Stock must either (i) refrain from executing and returning the enclosed proxy form and from voting in person in favor of the proposal to approve the Transaction, or (ii) check either the “Against” or the “Abstain” box next to Proposal One on such form, or (iii) rescind any proxy and refrain from voting in favor of Proposal One. An abstention or a vote or proxy against the Transaction will not, in and of itself, constitute a notice of intent to dissent required under Nevada law.
WRITTEN NOTICES OF INTENT TO DISSENT AND DEMAND PAYMENT FOR SHARES OF SERIES E PREFERRED STOCK IF THE TRANSACTION IS CONSUMMATED MUST BE DELIVERED PRIOR TO THE VOTE ON THE MERGER AGREEMENT TO EITHER:

Pershing Gold Corporation, Attention: Corporate Secretary, 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, Colorado 80401; or

in person, to the Corporate Secretary of Pershing Gold at the Special Meeting.
Holders of Series E Preferred Stock considering seeking dissenter’s rights should be aware that the fair value of their shares as determined under Nevada law could be more than, the same as or less than the consideration they are entitled to receive pursuant to the Merger Agreement if they did not seek payment of their shares through the exercise of their dissenter’s rights.
If any holder of Series E Preferred Stock who properly demands payment for his, her or its shares of Series E Preferred Stock under Nevada law fails to perfect, or effectively withdraws or loses, the right to payment, as provided under Nevada law, the shares of such holder will be converted into the right to receive the consideration receivable with respect to such shares in accordance with the Merger Agreement.
Because of the complexity of these procedures, a holder of Series E Preferred Stock is urged to seek the advice of legal counsel if he, she or it considering exercising dissenter’s rights. Any failure to strictly follow any of these procedures may result in a termination or waiver of the holder’s dissenter’s rights under Nevada law.
Holders of Americas Silver Common Shares are not entitled to dissenter’s rights in connection with the issuance of Americas Silver Common Shares or the creation and issuance of the Americas Silver Preferred Shares in the Transaction.
See “The Special Meeting of Pershing Gold Stockholders” at page 54 of this proxy statement/prospectus.
Unaudited Pro Forma Condensed Financial Information
For a discussion of the unaudited pro forma condensed financial information, see “Selected Historical and Unaudited Pro Forma Condensed Financial Data” beginning on page 30.
Accounting Treatment of the Transaction
Americas Silver will account for the Transaction using the acquisition method of accounting for business combinations, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Under this method of accounting, Americas Silver is considered the legal and accounting acquirer and will record the acquisition based on the fair value of the consideration given, which include the market value of its shares issued in connection with the Transaction (based on the closing price of Americas Silver Common Shares at the Effective Time). The assets acquired and liabilities assumed of Pershing Gold will be measured at their estimated fair value. Consequently, the
22

TABLE OF CONTENTS
assets, liabilities and non-controlling interests in the Pershing Gold purchase price allocation will be based on their estimated fair values at the date of the completion of the Transaction. Any excess of the fair value of consideration paid over the aggregate fair value of net assets acquired will be recorded as goodwill.
Regulatory Approvals
Pershing Gold and Americas Silver intend to make all required filings under the Securities Act and the Exchange Act, in connection with the Transaction. In addition to the SEC filings, there are filings required with the TSX and the NYSE American relating to the listing of Americas Silver Common Shares to be issued (or made issuable) in the Transaction.
Furthermore, the completion of the Transaction is conditional upon the clearance of the Transaction by CFIUS. CFIUS may take measures and impose conditions to protect national security, certain of which may materially and adversely affect Americas Silver’s operating results due to increased costs of compliance or by limiting Americas Silver’s control over certain U.S. properties, facilities, contracts, personnel or operations.
Neither Pershing Gold nor Americas Silver can provide assurance that any conditions, terms, obligations or restrictions required for any of the above approvals will not result in a delay or abandonment of the Transaction.
The Transaction is not subject to pre-merger notification under any U.S. or foreign antitrust laws, but it may be reviewed by the Antitrust Division and the Federal Trade Commission and by foreign antitrust authorities, under U.S. or foreign antitrust laws, respectively. The Transaction may also be reviewed by the SEC under the Securities Act and Exchange Act, and by foreign governmental authorities, including Canadian securities regulatory authorities and the TSX.
Conditions to the Completion of the Transaction
Americas Silver’s and Pershing Gold’s obligations to complete the Transaction depend on a number of conditions being met. These include, among others:
1.
approval of the Transaction by the majority of the voting power of the holders of the Pershing Gold Common Stock and the holders of the Series E Preferred Stock (on an as-converted basis), voting as one class, and by 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class, at the Special Meeting of Pershing Gold Stockholders;
2.
approval by Americas Silver Shareholders at a special meeting of Americas Silver Shareholders of (a) a special resolution authorizing the amendment of the Americas Silver Articles to create the Americas Silver Preferred Shares and (b) an ordinary resolution authorizing and approving the Merger Agreement and all transactions contemplated thereby, including the acquisition of the Pershing Gold Common Stock in exchange for Americas Silver Common Shares;
3.
expiry or termination of applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (if a filing is necessary under the HSR Act);
4.
CFIUS clearance will have been obtained;
5.
the absence of any law, order or litigation prohibiting or seeking to prohibit the Transaction.
6.
the absence of any law or proceeding which prohibits, makes illegal or enjoins the consummation of the Transaction;
7.
the effectiveness of the registration statement for the Americas Silver Common Shares and Americas Silver Preferred Shares to be issued in the Transaction and the approval for listing of the Americas Silver Common Shares on the TSX and NYSE American;
8.
subject to certain limitations and exceptions, the accuracy of the other party’s representations and warranties and the performance in all material respects of its covenants as set out in the Merger Agreement;
23

TABLE OF CONTENTS
9.
an individual designated by Pershing Gold, who is expected to be Mr. Alfers, must have been appointed to the board of directors of Americas Silver;
10.
the absence of any material adverse change with respect to the business and affairs of either Pershing Gold (in the case of Americas Silver) or Americas Silver (in the case of Pershing Gold); and
11.
Americas Silver must have provided its transfer agent and registrar with an irrevocable direction to issue such numbers of Americas Silver Common Shares and Americas Silver Preferred Shares as are necessary to satisfy the aggregate Transaction consideration payable to Pershing Gold Stockholders, which direction shall become effective upon the articles of merger being duly filed with the Secretary of State of the State of Nevada.
Where permitted by applicable law, either of Americas Silver or Pershing Gold could choose to waive a condition to its respective obligation to complete the Transaction even when that condition has not been satisfied. Americas Silver and Pershing Gold cannot be certain when, or if, the conditions to the Transaction will be satisfied or waived, or that the Transaction will be completed. See “The Agreement and Plan of Merger — Conditions to the Transaction” on page 135.
Termination and Termination Fees
The Merger Agreement may be terminated, either before or after Pershing Gold Stockholders approve the Transaction, under certain circumstances described in “The Agreement and Plan of Merger —  Termination of the Merger Agreement” on page 137. If the Merger Agreement is terminated for certain specified reasons, Pershing Gold may have to pay a termination fee of  $4.0 million. In addition, if the Merger Agreement is terminated for certain specified reasons, one party may have to pay the other party’s reasonable, documented, out-of-pocket fees and expenses incurred in furtherance of the Transaction, subject to a maximum of  $600,000. See “The Agreement and Plan of Merger — Termination Fees and Expenses” on page 138.
Resale of Americas Silver Common Shares and Americas Silver Preferred Shares
All Americas Silver Common Shares that Pershing Gold Stockholders receive in the Transaction will be listed on the TSX and the NYSE American and will be freely transferable under U.S. and Canadian securities laws unless a holder is deemed an affiliate of Pershing Gold immediately prior to the Transaction (or within three months prior to the Transaction) or an affiliate of Americas Silver following the Transaction for purposes of the U.S. securities laws or a control person of Americas Silver following the Transaction for purposes of Canadian securities laws. An “affiliate” of an issuer, for purposes of the U.S. securities laws, is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that issuer, and typically includes executive officers, directors or 10% (or greater) holders of an issuer, as well as any other person or group that actually controls the issuer.
The Americas Silver Preferred Shares issued in the Transaction will not be listed or traded on any stock exchange. All Americas Silver Preferred Shares that each holder of Series E Preferred Stock receives in the Transaction will be freely transferable under U.S. and Canadian securities laws unless a holder is deemed an affiliate of Pershing Gold immediately prior to the Transaction (or within three months prior to the Transaction) or an affiliate of Americas Silver following the Transaction for purposes of the U.S. securities laws or a control person of Americas Silver following the Transaction for purposes of Canadian securities laws.
For more information, see “Proposal One — The Transaction — U.S. Securities Law Matters” on page 120 and “Proposal One — The Transaction — Canadian Securities Law Matters” on page 120.
If the Transaction is completed, shares of Pershing Gold Common Stock will no longer be traded on the TSX, the Frankfurt Stock Exchange or NASDAQ.
Exchange Agent
Prior to the closing, Americas Silver will appoint Computershare Investor Services Inc. as an exchange agent in connection with the Transaction.
24

TABLE OF CONTENTS
Interests of Certain Persons in the Transaction
You should be aware that a number of directors and executive officers of Pershing Gold have interests in the Transaction that are different from, or in addition to, yours. These interests include the expected consulting arrangement between Mr. Alfers and Americas Silver pursuant to which Mr. Alfers will provide certain services to Americas Silver following completion of the Transaction, the potential continued service of Mr. Alexander with Americas Silver for a certain period of time after the Transaction, and the expected appointment of Mr. Alfers to the board of directors of Americas Silver. Additionally, there are employment and change of control compensation agreements that provide for severance benefits payable to certain employees upon a qualifying termination of employment in connection with the Transaction, and arrangements that provide for the receipt of liability insurance and indemnification benefits by directors and officers of Pershing Gold. The Significant Stockholder owns (along with certain of our officers, directors, former directors and consultants) Pershing Gold RSUs that will vest and become payable upon the consummation of the Merger.
Material U.S. Federal Income Tax Considerations
The Transaction is intended to qualify as a reorganization under Section 368(a) of the Code. In such case, and subject to the potential application of Section 367 of the Code as discussed below, the U.S. federal income tax consequences of the Transaction to U.S. holders of Pershing Gold Common Stock or Series E Preferred Stock, except with respect to a U.S. holder of Pershing Gold Common Stock or Series E Preferred Stock that owns, directly or by attribution, 5% or more by vote or value of the Americas Silver Common Shares and Americas Silver Preferred Shares immediately after the Transaction, should be as follows:
(a)
a U.S. holder will not recognize gain or loss as a result of the Transaction;
(b)
the U.S. holder’s aggregate tax basis of Americas Silver Common Shares or Americas Silver Preferred Shares received pursuant to the Transaction will be the same as the aggregate tax basis of the shares of Pershing Gold Common Stock or Series E Preferred Stock surrendered in exchange therefor; and
(c)
the U.S. holder’s holding period of the Americas Silver Common Shares or Americas Silver Preferred Shares received pursuant to the Transaction will include the holding period of the shares of Pershing Gold Common Stock or Series E Preferred Stock surrendered therefor.
Section 367(a) of the Code generally requires U.S. shareholders to recognize gain (but not loss) when stock of a U.S. corporation is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for non-recognition treatment. Current U.S. Treasury regulations provide that Section 367(a) would apply if either (i) the U.S. shareholders of the acquired U.S. corporation receive more than 50% (by vote or value) of the stock of the non-U.S. corporation, or (ii) the non-U.S. corporation fails to meet the “active trade or business test”. The “active trade or business test” generally requires (I) the non-U.S. corporation to be engaged in an “active trade or business” outside of the U.S. for the 36 month period immediately before the exchange and neither the U.S. nor the non-U.S. corporation have an intention to substantially dispose of or discontinue such trade or business, and (II) the fair market value of the non-U.S. corporation to be at least equal to the fair market value of the U.S. corporation, as specifically determined for purposes of Section 367 of the Code, as of the closing of the Transaction. The Transaction should not satisfy either of the requirements of the current U.S. Treasury regulations, described above, for the application of Section 367(a) to a U.S. holder’s transfer of shares of Pershing Gold Common Stock or Series E Preferred Stock to Americas Silver in exchange for Americas Silver Common Shares or Americas Silver Preferred Shares.
However, the recently enacted Tax Cut and Jobs Act removed an exception to the application of Section 367(a) for the transfer of property by a U.S. person to a foreign corporation for use by such foreign corporation in the active conduct of a trade or business outside the United States. It is uncertain whether the repeal of this exception to Section 367(a) for the transfer of property used in the active conduct of a trade or business outside the United States has, or will have, any impact on the exception to Section 367(a) currently provided in the U.S. Treasury regulations for the transfer of stock in a U.S. corporation to a foreign corporation described above.
25

TABLE OF CONTENTS
If the Transaction is treated as a reorganization under Section 368(a) of the Code, but it is determined that Section 367(a) of the Code does apply to the exchange of Pershing Gold Common Stock or Series E Preferred Stock by a U.S. holder, then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of  (i) the sum of the fair market value of the Americas Silver Common Shares or Americas Silver Preferred Shares received by such holder, over (ii) such holder’s adjusted tax basis in the Pershing Gold Common Stock or Series E Preferred Stock therefor. Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. holder’s holding period for the Pershing Gold Common Stock or Series E Preferred Stock exceeded one year at the time of the merger. The adjusted tax basis in the Americas Silver Common Shares or Americas Silver Preferred Shares received would be equal to the adjusted tax basis of the shares of Pershing Gold Common Stock or Series E Preferred Stock exchanged therefor increased by the amount of gain recognized. The U.S. holder would not recognize any loss in such holder’s Pershing Gold Common Stock or Series E Preferred Stock and would not be permitted to net any such losses against any gain recognized with respect to other shares of Pershing Gold Common Stock or Series E Preferred Stock. In addition, the U.S. holder’s holding period of the Americas Silver Common Shares received pursuant to the Transaction will include the holding period of the shares of Pershing Gold Common Stock or Americas Silver Preferred Shares exchanged therefor.
U.S. HOLDERS OF PERSHING GOLD STOCK SHOULD CONSULT THEIR INDEPENDENT TAX ADVISORS REGARDING THE QUALIFICATION OF THE TRANSACTIONS DESCRIBED ABOVE AS A TRANSFER DESCRIBED AS A REORGANIZATION UNDER SECTION 368(A) OF THE CODE. U.S. HOLDERS ARE CAUTIONED THAT THE POTENTIAL APPLICATION OF SECTION 367(A) OF THE CODE TO THE TRANSACTION IS COMPLEX. ACCORDINGLY, U.S. HOLDERS SHOULD CONSULT WITH THEIR INDEPENDENT TAX ADVISOR REGARDING THE POTENTIAL APPLICATION OF SECTION 367(A) OF THE CODE IN THEIR PARTICULAR SITUATION, INCLUDING WHETHER THEY SHOULD POTENTIALLY PROCEED ON THE BASIS THAT THE EXCHANGE OF PERSHING GOLD STOCK PURSUANT TO THE TRANSACTION WILL REQUIRE THE U.S. HOLDER TO RECOGNIZE GAIN (BUT NOT LOSS) FOR U.S. FEDERAL INCOME TAX PURPOSES.
Pershing Gold is characterized for U.S. federal income tax purposes as a United States Real Property Holding Corporation. Accordingly, non-U.S. holders of Pershing Gold Common Stock or Series E Preferred Stock may recognize gain for U.S. income tax purposes even if the Transaction qualifies as a reorganization and is not subject to Section 367(a). See “Material U.S. Federal Income Tax Considerations of the Transaction to Non-U.S. Holders.” If shares of Pershing Gold Stock exchanged for Americas Silver shares are not of a class that is considered to be regularly traded on an established securities market, Americas Silver may be required to withhold U.S. income taxes in connection with such exchange.
The discussion of U.S. federal income tax considerations set forth herein is for general information only and does not purport to be a complete analysis or listing of all potential tax effects that may apply to a U.S. holder or non-U.S. holder of shares of Pershing Gold Common Stock or Series E Preferred Stock. Pershing Gold Stockholders should consult their own tax advisors to determine the particular tax consequences to them of the Transaction, including the application and effect of U.S. federal, state, local, non-U.S. and other tax laws.
The foregoing summary of U.S. federal income tax consequences of the Transaction is qualified in its entirety by the longer form discussion under “Material U.S. Federal Income Tax Considerations” beginning on page 25 and “Material U.S. Federal Income Tax Considerations of the Transaction to Non-U.S. Holders” beginning on page 106. Neither Pershing Gold nor Americas Silver has sought or obtained a ruling from the IRS regarding any of the tax consequences of the Transaction. Accordingly, there can be no assurance that the IRS will not challenge this tax treatment of the Transaction or that the U.S. courts will uphold this tax treatment in the event of an IRS challenge.
Material Canadian Federal Income Tax Considerations
Generally, for a Resident Pershing Gold Holder (as defined under “Proposal One — The Transaction — Material Canadian Federal Income Tax Considerations”) of the shares of Pershing Gold Common Stock or Series E Preferred Stock, the exchange of such shares for Americas Silver Common
26

TABLE OF CONTENTS
Shares or Americas Silver Preferred Shares, as applicable, should be treated as a taxable disposition of such shares. Holders of Pershing Gold Warrants, especially those whose Pershing Gold Warrants are held in registered plans, should consult their own tax advisors as to the consequences of the proposed Transaction.
For a more detailed discussion of the Canadian federal income tax consequences of the Transaction, see the discussion under “Proposal One — The Transaction — Material Canadian Federal Income Tax Consequences — Considerations of the Transaction to Holders of shares of Pershing Gold Common Stock” and “Eligibility for Investment”. Resident Pershing Gold Holders and Non-Resident Pershing Gold Holders (as defined under “Proposal One — The Transaction — Material Canadian Federal Income Tax Considerations”) of shares of Pershing Gold Common Stock, Series E Preferred Stock and Pershing Gold Warrants should consult their own tax advisors to determine the particular tax consequences to them of the Transaction.
Comparison of Rights of Stockholders of Pershing Gold and Shareholders of Americas Silver
The rights of holders of shares of Pershing Gold Common Stock are currently governed by Pershing Gold’s amended and restated articles of incorporation, as amended (the “Pershing Gold Articles”), Pershing Gold’s bylaws, as amended (the “Pershing Gold Bylaws”) and the NRS. If the Transaction is successfully completed, holders of shares of Pershing Gold Common Stock will become holders of Americas Silver Common Shares. Thereafter, their rights will be governed by the Canada Business Corporations Act (the “CBCA”), and subject to the Americas Silver Articles, and Americas Silver’s bylaws (the “Americas Silver Bylaws”). As a result, these holders of shares of Pershing Gold Common Stock will have different rights once they become holders of Americas Silver Common Shares due to the differences in the governing documents of Americas Silver and Pershing Gold. The key differences are described in the section titled “Comparison of Rights of Pershing Gold Stockholders and Americas Silver Shareholders” beginning on page 157 of this proxy statement/prospectus.
The rights of holders of shares of Series E Preferred Stock are currently governed by the Pershing Gold Articles, the Pershing Gold Bylaws, the NRS, as well as the certificate of designation of Series E Preferred Stock of Pershing Gold, as amended. If the Transaction is successfully completed, holders of shares of Series E Preferred Stock may, if they so elect, become holders of Americas Silver Preferred Shares. Thereafter, their rights will be governed by the CBCA and subject to Americas Silver’s Articles, as amended, and the Americas Silver Bylaws. As a result, these holders of shares of Series E Preferred Stock will have different rights once they become holders of Americas Silver Preferred Shares due to the differences in the governing documents of Americas Silver and Pershing Gold. The key differences are described in the section titled “Comparison of Rights of Series E Preferred Stockholders and Americas Silver Preferred Shareholders” beginning on page 174 of this proxy statement/prospectus.
Risk Factors
There are risks associated with the Transaction, which are described in the section titled “Risk Factors” beginning on page 35. You should carefully read and consider these risks, which include, without limitation, the following risks:

The Common Stock Exchange Ratio will not be adjusted in the event of any change in either Pershing Gold’s stock price or Americas Silver’s share price;

Because the Transaction will be completed after the date of the Special Meeting, at the time of the Special Meeting, Pershing Gold Stockholders will not know the exact market value of the Americas Silver Common Shares that they will receive or have a right to receive upon completion of the Transaction;

The Americas Silver Preferred Shares will not be listed on any stock exchange;

The Transaction is subject to satisfaction or waiver of a number of conditions;

Failure to complete the Transaction could negatively impact the market price of Pershing Gold Common Stock and Pershing Gold’s future business and financial results;
27

TABLE OF CONTENTS

Holders of shares of Pershing Gold Common Stock or Series E Preferred Stock may be subject to U.S. federal income tax on the exchange of shares of Pershing Gold Common Stock or Series E Preferred Stock for Americas Silver Common Shares or Americas Silver Preferred Shares pursuant to the Transaction;

Interests of certain persons in the Transaction may be different from those of Pershing Gold Stockholders;

The application of interim operating covenants may restrict Pershing Gold’s or Americas Silver’s ability to pursue certain opportunities;

The rights of Pershing Gold Stockholders who become Americas Silver Shareholders in the Transaction will be governed by the CBCA and subject to Americas Silver Articles and Americas Silver Bylaws;

Provisions of the Merger Agreement and the Significant Stockholder Support Agreement could discourage a potential competing acquirer of Pershing Gold;

The Pershing Gold D&O Support Agreements and the Significant Stockholder Support Agreement prevent certain Pershing Gold Stockholders from supporting a third-party transaction;

The fairness opinion obtained by the Pershing Gold board of directors from its independent financial advisor will not reflect subsequent changes;

The market price of the Americas Silver Common Shares has been, and may continue to be, volatile, and Pershing Gold Stockholders could lose all or part of their investment;

Current holders of Pershing Gold Common Stock will have reduced ownership and voting interests in Americas Silver after the Transaction than they currently have in Pershing Gold;

Any delay in completing the Transaction may reduce or eliminate the benefits expected to be achieved thereunder;

Uncertainties associated with the Transaction may cause a loss of management personnel and other key employees which could adversely affect the future business and operations following the Transaction;

The integration of Americas Silver and Pershing Gold may not occur as planned;

Americas Silver and Pershing Gold may not realize the benefits of the Transaction currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Americas Silver and Pershing Gold;

The obligations and liabilities of Pershing Gold, some of which may be unanticipated or unknown, may be greater than anticipated, which may diminish the value of Pershing Gold to Americas Silver;

Americas Silver’s future results following the Transaction may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus;

Additional reporting requirements may apply if Americas Silver loses its status as a “foreign private issuer” under the Exchange Act;

Pershing Gold and Americas Silver expect to incur substantial expenses related to the Transaction and the integration of the two companies;

Americas Silver may be subject to significant capital requirements and operating risks associated with its expanded operations and its expanded portfolio of growth projects;

Labor relations, employee recruitment, retention and pension funding issues may adversely affect Americas Silver’s operations;
28

TABLE OF CONTENTS

Americas Silver’s future results will suffer if it does not effectively manage its expanded operations following the Transaction;

The market price of Americas Silver Common Shares may be affected by factors different from those affecting Americas Silver Common Shares or Pershing Gold Common Stock prior to the consummation of the Transaction;

Americas Silver is an “emerging growth company” and Americas Silver and Pershing Gold cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make Americas Silver Common Shares less attractive to investors;

Section 7874 of the Code may limit the ability of Pershing Gold, and U.S. persons related to Pershing Gold, to utilize certain U.S. tax attributes to offset certain U.S. taxable income, if any, generated by the Transaction and the transactions contemplated by the Merger Agreement, or certain specified transactions for a period of time following the Transaction;

Recent and future changes to U.S. tax laws could materially adversely affect Pershing Gold and Americas Silver;

If Americas Silver is, or becomes, a “passive foreign investment company,” adverse U.S. federal income tax consequences may result for U.S. shareholders of Americas Silver;

The Transaction is expected to result in an ownership change for Pershing Gold under Section 382 of the Code, potentially limiting the use of Pershing Gold’s net operating loss carryforwards and certain other tax attributes in future years. In addition, Pershing Gold’s ability to use its net operating loss carryforwards may be further limited if taxable income does not reach sufficient levels;

The applicable Canadian and U.S. income tax laws may be changed or interpreted in a manner that is adverse to Americas Silver and its securityholders following completion of the Transaction; and

The issuance of a significant number of Americas Silver Common Shares and resulting “market overhang” could adversely affect the market price of Americas Silver Common Shares after completion of the Transaction.
Enforceability of Civil Liabilities Against Foreign Persons
Americas Silver is a corporation existing under the laws of Canada and its registered and head office is in Canada. Most of the Americas Silver’s directors and officers, and some or all of the experts named in this proxy statement/prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of Americas Silver’s assets, are located outside the United States Americas Silver has appointed an agent for service of process in the United States, but it may be difficult for holders of securities who reside in the United States to effect service within the United States upon Americas Silver or those directors, officers and experts who are not residents of the United States. Investors should not assume that a Canadian court would enforce a judgment of a United States court obtained in an action against Americas Silver or such other persons predicated on the civil liability provisions of the U.S. federal securities laws or the securities or “blue sky” laws of any state within the United States or would enforce, in original actions, liabilities against Americas Silver or such persons predicated on the U.S. federal securities laws or any such state securities or “blue sky” laws. Americas Silver has been advised by its Canadian counsel, Blake, Cassels & Graydon LLP, that a judgment of a United States court predicated solely upon civil liability under U.S. federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. Americas Silver has also been advised by Blake, Cassels & Graydon LLP, however, that there is a substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.
29

TABLE OF CONTENTS
SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA
Selected Historical Financial Data of Americas Silver
The following tables summarize Americas Silver’s financial data which is prepared in accordance with IFRS. The balance sheets as of December 31, 2017 and December 31, 2016 and the statements of operation for the years ended December 31, 2017 and December 31, 2016 are derived from Americas Silver’s audited consolidated financial statements and related notes contained in its Annual Report on Form 40-F for the year ended December 31, 2017, which is incorporated by reference in this proxy statement/prospectus. The balance sheets as of December 31, 2015, December 31, 2014 and December 31, 2013 and the statements of operation for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 are derived from Americas Silver’s audited consolidated financial statements and related notes, which are not included in this proxy statement/prospectus and are not incorporated by reference in this proxy statement/prospectus. The selected consolidated financial data of Americas Silver as of and for the nine months ended September 30, 2018 and September 30, 2017 is derived from Americas Silver’s unaudited condensed interim consolidated financial statements and related notes filed with the SEC under cover of Form 6-K, which is incorporated by reference in this proxy statement/prospectus.
As of December 31
Balance sheet data (in thousands)
2017
2016
2015
2014
2013
Balance sheet data
Total assets
$ 126,827 $ 117,290 $ 96,878 $ 118,588 $ 139,831
Total liabilities
$ 38,769 $ 30,146 $ 32,033 $ 33,249 $ 4,385
Net assets
$ 88,058 $ 87,144 $ 64,845 $ 85,339 $ 135,446
Capital stock
$ 207,012 $ 202,191 $ 181,133 $ 179,897 $ 153,778
Number of shares outstanding
41,497 39,540 28,935 28,005 16,549
As of September 30
Balance sheet data (in thousands)
2018
2017
Balance sheet data
Total assets
$ 125,801 $ 126,053
Total liabilities
$ 36,092 $ 38,606
Net assets
$ 89,709 $ 87,447
Share capital
$ 212,498 $ 204,550
Number of shares outstanding
43,095 40,804
For the year ended December 31
2017
2016
2015
2014
2013
Statement of operations data (in thousands)
Revenue
$ 54,280 $ 58,866 $ 53,450 $ 31,479 $ 30,213
Net income (loss)
$ (3,466) $ (5,207) $ (19,386) $ (78,695) $ (8,920)
Basic and diluted loss per common share
$ (0.09) $ (0.15) $ (0.68) $ (4.68) $ (0.54)
For the nine months
ended September 30
2018
2017
Statement of operations data (in thousands)
Revenue
$ 49,468 $ 42,234
Net income (loss)
$ (3,878) $ (2,107)
Basic and diluted loss per common share
$ (0.09) $ (0.05)
30

TABLE OF CONTENTS
Selected Historical Financial Data of Pershing Gold
The following tables summarize Pershing Gold’s financial data which is prepared in accordance with GAAP. The balance sheets as of December 31, 2017 and December 31, 2016 and the statements of operation for the years ended December 31, 2017 and December 31, 2016 are derived from Pershing Gold’s audited financial statements and related notes contained in its Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference in this proxy statement/prospectus. The balance sheets as of December 31, 2015, December 31, 2014 and December 31, 2013 and the statements of operation for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 are derived from Pershing Gold’s audited financial statements and related notes, which are not included in this proxy statement/prospectus and are not incorporated by reference in this proxy statement/prospectus. The selected consolidated financial data of Pershing Gold as of and for the nine months ended September 30, 2018 and September 30, 2017 is derived from Pershing Gold’s unaudited condensed interim consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, which is incorporated by reference in this proxy statement/prospectus.
As of December 31
Balance sheet data (in thousands)
2017
2016
2015
2014
2013
Balance sheet data
Total assets
$ 43,751 $ 42,239 $ 34,594 $ 41,407 $ 33,859
Total liabilities
$ 2,621 $ 3,058 $ 1,355 $ 1,555 $ 684
Net assets
$ 41,130 $ 39,181 $ 33,239 $ 39,852 $ 33,175
Capital stock
$ 3 $ 3 $ 2 $ 36 $ 28
Additional paid-in capital
$ 211,817 $ 195,705 $ 170,530 $ 157,985 $ 133,201
Number of shares outstanding
33,544 28,389 21,723 19,745 15,329
As of September 30
Balance sheet data (in thousands)
2018
2017
Balance sheet data
Total assets
$ 32,985 $ 32,986
Total liabilities
$ 2,587 $ 1,343
Net assets
$ 30,398 $ 31,643
Capital stock
$ 3 $ 3
Additional paid-in capital
$ 212,558 $ 197,298
Number of shares outstanding
33,677 28,402
For the year ended December 31
2017
2016
2015
2014
2013
Statement of operations data (in thousands)
Revenue
$ $ $ $ $
Net income (loss)
(14,163) (19,235) (19,124) (18,159) (18,205)
Basic and diluted income (loss) per common share
(0.50) (0.75) (0.90) (1.07) (1.26)
For the nine months
ended September 30
2018
2017
Statement of operations data (in thousands)
Revenue
$ $
Net income (loss)
$ (11,472) $ (9,130)
Basic and diluted loss per common share
$ (0.34) $ (0.32)
31

TABLE OF CONTENTS
Selected Unaudited Pro Forma Condensed Financial Data
The following unaudited pro forma condensed financial data was derived from financial information of Americas Silver and Pershing Gold in the manner described under the heading “Unaudited Pro Forma Condensed Financial Statements of Americas Silver Corporation and Pershing Gold Corporation” beginning on page 151 of this proxy statement/prospectus.
Pro forma statement of financial position data (in thousands)
As of
September 30
2018
Pro forma statement of financial position data
Total assets
$ 196,321
Total liabilities
$ 44,884
Net assets
$ 151,437
Share capital
$ 280,726
Number of shares outstanding
67,174
Pro forma statement of operations data (in thousands)
Nine months
ended
September 30,
2018
Pro forma statement of operations data
Revenue
$ 49,468
Net income (loss)
$ (15,350)
Basic and diluted income (loss) per common share
$ (0.23)
Comparative Historical Per Share Data
The following tables contain certain historical per share data of Americas Silver and Pershing Gold and combined per share data on an unaudited pro forma combined basis after giving effect to the Transaction. The unaudited pro forma combined per share data was derived from financial information of Americas Silver and Pershing Gold included elsewhere in this proxy statement/prospectus.
Nine months
ended
September 30,
2018
Americas Silver Corporation (US Dollars)
Historical per share data
Net income (loss) per basic and diluted share
$ (0.09)
Book value per share
$ 2.08
Nine months
ended
September 30,
2018
Pershing Gold Corporation (US Dollars)
Historical per share data
Net income (loss) per basic and diluted share
$ (0.34)
Book value per share
$ 0.90
32

TABLE OF CONTENTS
Nine months
ended
September 30,
2018
Combined Americas Silver and Pershing Gold Pro forma combined
Net income (loss) per basic and diluted share
$ (0.23)
Book value per share
$ 2.25
Comparative Per Share Market Price Data on NYSE American and NASDAQ
The following table shows the closing sales prices of Americas Silver Common Shares (as reported on the NYSE American) and the Pershing Gold Common Stock (as reported on NASDAQ) on September 28, 2018, the last trading day before the Merger Agreement was announced, and on November 26, 2018. The table also shows the implied value of the Transaction consideration proposed for each share of Pershing Gold Common Stock, which was calculated by taking the product of the closing price on the NYSE American of Americas Silver Common Shares as of the respective date and the Common Stock Exchange Ratio, which is 0.715.
Americas Silver
Common
Shares
Pershing Gold
Common Stock
Transaction
Consideration
per share of
Pershing Gold
Common
Stock
September 28, 2018
$ 2.36 $ 1.21 $ 1.69
November 26, 2018
$ 1.39 $ 0.94 $ 0.99
33

TABLE OF CONTENTS
EXCHANGE RATE INFORMATION
The following tables show, for the periods indicated, information concerning the exchange rate between the Canadian dollar and the U.S. dollar. The data provided in the following tables are expressed in U.S. dollars per Canadian dollar and are based on the average daily exchange rates published by the Bank of Canada for the Canadian dollar. This information is provided solely for your information, and Americas Silver and Pershing Gold do not represent that Canadian dollars could be converted into U.S. dollars at these rates or at any other rate. These rates are not the rates used by Americas Silver in the preparation of its consolidated financial statements included in this proxy statement/prospectus.
On September 28, 2018, the last trading day before the Merger Agreement was announced, the average daily exchange rate between the U.S. dollar and the Canadian dollar expressed in U.S. dollars per Canadian dollar as reported by the Bank of Canada was US$1.0000 = C$1.2945. On November 26, 2018, the average daily exchange rate as reported by the Bank of Canada was 0.7559 of a U.S. dollar for each one Canadian dollar.
Recent Monthly Data
Period-End
Rate(1)
Average
Rate(2)
High
Low
October 2018
1.3142 1.3010 1.3142 1.2803
September 2018
1.2945 1.3037 1.3188 1.2905
August 2018
1.3055 1.3041 1.3152 1.2917
July 2018
1.3017 1.313 1.3255 1.3017
June 2018
1.3168 1.3129 1.331 1.2913
May 2018
1.2948 1.2873 1.302 1.2775
April 2018
1.2836 1.2733 1.2908 1.2552
March 2018
1.2894 1.2932 1.3088 1.2830
February 2018
1.2809 1.2586 1.2809 1.2288
January 2018
1.2293 1.2427 1.2535 1.2293
December 2017
1.2545 1.2771 1.2886 1.2545
November 2017
1.2888 1.2769 1.2888 1.2683
October 2017
1.2893 1.2605 1.2893 1.2472
September 2017
1.2483 1.2283 1.248 1.2128
August 2017
1.2536 1.2605 1.2755 1.2482
July 2017
1.2485 1.2689 1.2982 1.2447
Annual Data (Year ended December 31)
2018 (to November 26)
1.3230 1.2912 1.3310 1.2288
2017
1.2545 1.2986 1.3607 1.2283
2016
1.3336 1.3248 1.4226 1.2818
2015
1.3704 1.2787 1.3704 1.2123
2014
1.1536 1.1045 1.1536 1.0740
(1)
The period-end rate is the noon exchange rate for the Canadian dollar on the last business day of the applicable period, as published by the Bank of Canada, until March 1, 2017, at which point the rate is the average daily rate for the Canadian dollar on the last business day of the applicable period, as published by the Bank of Canada.
(2)
The average rates for the monthly periods were calculated by taking the simple average of the average exchange rates for the Canadian dollar, as published by the Bank of Canada. The average rates for the transition periods and annual periods were calculated by taking the simple average of the noon or average exchange rates on the last business day of each month during the relevant period, as published by the Bank of Canada.
34

TABLE OF CONTENTS
RISK FACTORS
In addition to the other information included in this proxy statement/prospectus, including the matters addressed in the section “Cautionary Statement Concerning Forward-Looking Information” you should carefully consider the following risks before deciding how to vote on the proposals presented at the Special Meeting. The risk factors related to the Transaction present the material risks directly related to the Transaction and the integration of the two companies to the extent presently known. Also included are the material risks associated with each of the businesses of Americas Silver and Pershing Gold presently known, because these risks will also affect Americas Silver following the closing of the Transaction. The risks below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Information” beginning on page 51. In addition, you should read and consider the risks associated with each of the businesses of Pershing Gold and Americas Silver because these risks will also affect Americas Silver upon completion of the Transaction — these risks can be found in Pershing Gold and Americas Silver’s filings with the SEC and the applicable Canadian securities regulatory authorities, including Pershing Gold’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on March 28, 2018 and Americas Silver’s Form 40-F Annual Report for the fiscal year ended December 31, 2017, filed on March 5, 2018. The risks and uncertainties described in this proxy statement/prospectus are not the only ones that Americas Silver and Pershing Gold face. Additional risks and uncertainties not presently known to Pershing Gold or Americas Silver or that Pershing Gold or Americas Silver currently consider immaterial may also impair Pershing Gold’s business operations or the business operations of Americas Silver after the Transaction. If any of the risks actually occur, business and financial results of both companies could be harmed or the trading price of Americas Silver Common Shares could decline. You should also read and consider the other information in this proxy statement/prospectus, including the annexes. See “Where You Can Find More Information” beginning on page 186.
Risks Related to the Transaction
The Common Stock Exchange Ratio will not be adjusted in the event of any change in either Pershing Gold’s stock price or Americas Silver’s share price.
In the Transaction, each share of Pershing Gold Common Stock will be converted into the right to receive 0.715 of an Americas Silver Common Share (subject to adjustment as described herein). This Common Stock Exchange Ratio will not be adjusted for changes in the market price of either Pershing Gold Common Stock or Americas Silver Common Shares that have occurred subsequent to the execution date of the Merger Agreement, being September 28, 2018, or occur prior to the closing of the Transaction. Changes in the price of Americas Silver Common Shares prior to completion of the Transaction will affect the value of the consideration that Pershing Gold Common Stockholders will receive on the Closing Date of the Transaction. Share price changes may result from a variety of factors (many of which are beyond the control of Americas Silver and Pershing Gold), including, but not limited to, the following:

changes in Pershing Gold’s and Americas Silver’s respective businesses, operations, finances and prospects, or the market assessments thereof;

market assessments of the likelihood that the Transaction will be completed, including related considerations regarding regulatory approvals of the Transaction; and

general market and economic conditions, including fluctuations in the spot price of gold, silver or other precious metals and other factors generally affecting the price of Pershing Gold Common Stock and Americas Silver Common Shares.
The price of Americas Silver Common Shares at the closing of the Transaction may vary from the price on the date the Merger Agreement was executed, on the date of this proxy statement/prospectus, and on the date of the Special Meeting. As a result, the market value represented by the Common Stock Exchange Ratio will also vary. For example, based on the range of closing prices of Americas Silver Common Shares on the NYSE American during the period from September 28, 2018, the last trading day completed before public announcement of execution of the Merger Agreement, through November 26, 2018, the Common Stock Exchange Ratio represented a market value ranging from a low of  $0.99 to a high of  $1.83 for each share of Pershing Gold Common Stock.
35

TABLE OF CONTENTS
Because the Transaction will be completed after the date of the Special Meeting, at the time of the Special Meeting, Pershing Gold Stockholders will not know the exact market value of the Americas Silver Common Shares that they will receive or have a right to receive upon completion of the Transaction.
If the price of Americas Silver Common Shares increases between the time of the Special Meeting and the closing of the Transaction, Pershing Gold Common Stockholders will receive Americas Silver Common Shares that have a market value that is greater than the market value of such shares at the time of the Special Meeting. If the price of Americas Silver Common Shares decreases between the time of the Special Meeting and the closing of the Transaction, Pershing Gold Stockholders will receive Americas Silver Common Shares at closing that have a market value that is less than the market value of such shares at the time of the Special Meeting. Therefore, because the Common Stock Exchange Ratio will not be adjusted based on the market value of Pershing Gold Common Stock or Americas Silver Common Shares, Pershing Gold Stockholders cannot be sure at the time of the Special Meeting of the market value of the consideration that will be paid to Pershing Gold Stockholders upon completion of the Transaction.
Furthermore, because Americas Silver Preferred Shares will be convertible into Americas Silver Common Shares, holders of Series E Preferred Stock who exchange their stock for Americas Silver Preferred Shares will not know the derivative value of their Americas Silver Preferred Shares until the closing of the Transaction.
The Americas Silver Preferred Shares will not be listed on any stock exchange.
Holders of Series E Preferred Stock may elect to receive Americas Silver Preferred Shares pursuant to the Transaction. The Americas Silver Preferred Shares will not be listed on any exchange and there is currently no market through which the Americas Silver Preferred Shares may be sold. Holders of Series E Preferred Stock may, therefore, not be able to resell the Americas Silver Preferred Shares that they elect to receive in connection with the Transaction. This may affect the price of the Americas Silver Preferred Shares in the secondary market (if one were to develop), the transparency and availability of trading prices and the liquidity of the Americas Silver Preferred Shares.
The Transaction is subject to satisfaction or waiver of a number of conditions.
The completion of the Transaction is conditional upon the satisfaction or, where applicable, waiver of a number of conditions, including the requisite approvals of Americas Silver Shareholders, the requisite approvals of Pershing Gold Stockholders, and satisfaction of governmental or regulatory conditions (including CFIUS, TSX, NYSE American and NASDAQ approvals). There can be no certainty, nor can Pershing Gold or Americas Silver provide any assurance, that these conditions will be satisfied or, if satisfied, that they will be satisfied on acceptable terms. A substantial delay in obtaining satisfactory approvals or the imposition of unfavorable terms or conditions in any government or regulatory approvals could have an adverse effect on the business or financial condition of either company. In addition, if for any reason the conditions to the Transaction are not satisfied or waived or if the Transaction is not completed for any reason, Pershing Gold and/or Americas Silver’s ongoing business and financial results may be adversely affected, the market price of Pershing Gold Common Stock and Americas Silver Common Shares may be adversely affected.
Failure to complete the Transaction could negatively impact the market price of the Pershing Gold Common Stock and Pershing Gold’s future business and financial results.
If the Transaction is not completed for any reason, Pershing Gold’s ongoing business and financial results may be adversely affected. In addition, if the Transaction is not completed, Pershing Gold will be subject to a number of additional risks, including the following:

Under the terms of the Merger Agreement, in certain circumstances, if the Transaction is not completed by reason of certain circumstances attributable to Pershing Gold, Pershing Gold will be required to pay a break fee of  $4.0 million to Americas Silver;
36

TABLE OF CONTENTS

The price of Pershing Gold Common Stock may decline to the extent that the current market price of the Pershing Gold Common Stock reflects a market assumption that the Transaction will be completed and that the related benefits will be realized, or as a result of the market’s perceptions that the Transaction was not consummated due to an adverse change in Pershing Gold’s business or financial condition;

Pershing Gold will continue to be liable to repay the amount outstanding under the Pershing Gold Debenture (as defined in the section entitled “Agreements Entered Into in Connection with the Merger Agreement — Pershing Gold Debenture” on page 142 of this proxy statement/prospectus) to Americas Silver on the repayment dates agreed in the Pershing Gold Debenture. Although in certain circumstances specified in the Pershing Gold Debenture, each of Americas Silver and Pershing Gold may elect to convert the principal and interest amounts of the Pershing Gold Debenture into shares of Pershing Gold Common Stock, in many circumstances Pershing Gold will be required to repay outstanding amounts in cash. There can be no certainty that Pershing Gold will have the financial capacity to repay the Pershing Gold Debenture when due, or at all. If either Americas Silver or Pershing Gold elects to convert outstanding amounts under the Pershing Gold Debenture into shares of Pershing Gold Common Stock, holders of Pershing Gold Common Stock will be diluted. In addition, conversion may trigger certain anti-dilution protections under the terms of the Series E Preferred Stock, further diluting holders of Pershing Gold Common Stock.

Whether or not the Transaction is completed, the pending Transaction could adversely affect Pershing Gold’s or Americas Silver’s operations because matters relating to the Transaction require substantial commitments of time and resources by Pershing Gold’s and Americas Silver’s management and employees which could otherwise have been devoted to other opportunities that may have been beneficial to Pershing Gold or Americas Silver.
Pershing Gold and Americas Silver cannot guarantee when, or whether, the Transaction will be completed, that there will not be a delay in the completion of the Transaction or that all or any of the anticipated benefits of the Transaction will be obtained. If the Transaction is not completed or is delayed, Pershing Gold and/or Americas Silver may experience the risks discussed above which may adversely affect Pershing Gold’s and/or Americas Silver’s business, financial results and share price.
Holders of shares of Pershing Gold Common Stock or Series E Preferred Stock may be subject to U.S. federal income tax on the exchange of shares of Pershing Gold Common Stock or Series E Preferred Stock for Americas Silver Common Shares or Americas Silver Preferred Shares pursuant to the Transaction.
The Transaction is intended to qualify as a reorganization under Section 368(a) of the Code. In such case, and subject to the potential application of Section 367 of the Code as discussed below, the U.S. federal income tax consequences of the Transaction to U.S. holders of Pershing Gold Common Stock or Series E Preferred Stock, except with respect to a U.S. holder of Pershing Gold Common Stock or Series E Preferred Stock that owns, directly or by attribution, 5% by vote or value or more of the Americas Silver Common Shares and Americas Silver Preferred Shares immediately after the Transaction, should be as follows:
(a)
a U.S. holder will not recognize gain or loss as a result of the Transaction;
(b)
the U.S. holder’s aggregate tax basis of Americas Silver Common Shares and Americas Silver Preferred Shares received pursuant to the Transaction will be the same as the aggregate tax basis of the shares of Pershing Gold Common Stock or Series E Preferred Stock surrendered in exchange therefor; and
(c)
the U.S. holder’s holding period of the Americas Silver Common Shares and Americas Silver Preferred Shares received pursuant to the Transaction will include the holding period of the shares of Pershing Gold Common Stock or Series E Preferred Stock surrendered therefor.
Section 367(a) of the Code generally requires U.S. shareholders to recognize gain (but not loss) when stock of a U.S. corporation is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for non-recognition treatment. Current U.S. Treasury regulations provide that Section 367(a) would apply if either (i) the U.S. shareholders of the acquired U.S. corporation receive more
37

TABLE OF CONTENTS
than 50% (by vote or value) of the stock of the non-U.S. corporation, or (ii) the non-U.S. corporation fails to meet the “active trade or business test”. The “active trade or business test” generally requires (I) the non-U.S. corporation to be engaged in an “active trade or business” outside of the U.S. for the 36 month period immediately before the exchange and neither the U.S. nor the non-U.S. corporation have an intention to substantially dispose of or discontinue such trade or business, and (II) the fair market value of the non-U.S. corporation to be at least equal to the fair market value of the U.S. corporation, as specifically determined for purposes of Section 367 of the Code, as of the closing of the Transaction. The Transaction should not satisfy either of the requirements of the current U.S. Treasury regulations, described above, for the application of Section 367(a) to a U.S. holder’s transfer of shares of Pershing Gold Common Stock or Series E Preferred Stock to Americas Silver in exchange for Americas Silver Common Shares or Americas Silver Preferred Shares.
However, the recently enacted Tax Cut and Jobs Act removed an exception to the application of Section 367(a) for the transfer of property by a U.S. person to a foreign corporation for use by such foreign corporation in the active conduct of a trade or business outside the United States. It is uncertain whether the repeal of this exception to Section 367(a) for the transfer of property used in the active conduct of a trade or business outside the United States has, or will have, any impact on the exception to Section 367(a) currently provided in the U.S. Treasury regulations for the transfer of stock in a U.S. corporation to a foreign corporation described above.
If the Transaction is treated as a reorganization under Section 368(a) of the Code, but it is determined that Section 367(a) of the Code does apply to the exchange of Pershing Gold Common Stock or Series E Preferred Stock by a U.S. holder, then a U.S. holder would generally recognize gain, if any, in an amount equal to the excess of  (i) the sum of the fair market value of the Americas Silver Common Shares or Americas Silver Preferred Shares received by such holder, over (ii) such holder’s adjusted tax basis in the Pershing Gold Common Stock or Series E Preferred Stock exchanged therefor. Any such gain would be capital gain, and generally would be long-term capital gain if the U.S. holder’s holding period for the Pershing Gold Common Stock or Series E Preferred Stock exceeded one year at the time of the Transaction. The adjusted tax basis in the Americas Silver Common Shares or Americas Silver Preferred Shares received would be equal to the adjusted tax basis of the shares of Pershing Gold Common Stock or Series E Preferred Stock exchanged therefor increased by the amount of gain recognized. The U.S. holder would not recognize any loss in such holder’s Pershing Gold Common Stock or Series E Preferred Stock and would not be permitted to net any such losses against any gain recognized with respect to other shares of Pershing Gold Common Stock or Series E Preferred Stock. In addition, the U.S. holder’s holding period of the Americas Silver Common Shares or Americas Silver Preferred Shares received pursuant to the Transaction will include the holding period of the shares of Pershing Gold Common Stock or Series E Preferred Stock exchanged therefor.
U.S. holders of Pershing Gold Common Stock or Series E Preferred Stock should consult their independent tax advisors regarding the qualification of the transactions described above as a transfer described as a reorganization under section 368(a) of the Code. U.S. holders are cautioned regarding the potential application of Section 367(a) of the Code to the Transaction. Accordingly, U.S. holders should consult with their independent tax advisor regarding the potential application of Section 367(a) of the Code in their particular situation, including whether they should potentially proceed on the basis that the exchange of Pershing Gold Common Stock or Series E Preferred Stock pursuant to the Transaction will require the U.S. holder to recognize gain (but not loss) for U.S. federal income tax purposes.
Pershing Gold is characterized for U.S. federal income tax purposes as a United States Real Property Holding Corporation. Accordingly, non-U.S. holders of Pershing Gold Common Stock or Series E Preferred Stock may recognize gain for U.S. income tax purposes even if the Transaction qualifies as a reorganization and is not subject to Section 367(a). See “Material U.S. Federal Income Tax Considerations of the Transaction to Non-U.S. Holders.” If shares of Pershing Gold Common Stock are not considered to be regularly traded on an established securities market, Americas Silver may be required to withhold U.S. income taxes in connection with such exchange.
Interests of certain persons in the Transaction may be different from those of Pershing Gold Stockholders.
Certain officers and directors of Pershing Gold and Americas Silver may have interests in the Transaction that may be different from, or in addition to, the interests of other Pershing Gold Stockholders
38

TABLE OF CONTENTS
or Americas Silver Shareholders, as applicable, generally including, but not limited to, those interests discussed under the heading “Interests of Certain Persons in the Transaction” on page 25 of this proxy statement/prospectus. In considering the recommendations of the Pershing Gold board of directors and the Americas Silver board of directors to vote in favor of the Transaction, Pershing Gold Common Stockholders and Americas Silver Shareholders should consider these interests.
The application of interim operating covenants may restrict Pershing Gold’s or Americas Silver’s ability to pursue certain opportunities.
Pursuant to the Merger Agreement, each of Pershing Gold and Americas Silver has agreed to certain interim operating covenants intended to ensure that each of Pershing Gold and Americas Silver and their subsidiaries carry on business in the ordinary course of business consistent with past practice, except as required or expressly authorized by the Merger Agreement or any applicable law, or unless the prior written consent of the other party is obtained. These operating covenants cover a broad range of activities and business practices. Consequently, it is possible that a business opportunity will arise that is out of the ordinary course or is not consistent with past practices, and that, as applicable, Pershing Gold or Americas Silver will not be able to pursue or undertake the opportunity due to its covenants in the Merger Agreement unless the prior written consent of the other party is obtained (such consent not to be unreasonably withheld, conditioned or delayed).
The rights of Pershing Gold Stockholders who become Americas Silver Shareholders in the Transaction will be governed by the CBCA and subject to Americas Silver Articles (as amended) and Americas Silver Bylaws.
Pershing Gold Stockholders who receive Americas Silver Common Shares in the Transaction will become Americas Silver Shareholders. Americas Silver is a corporation existing under the laws of Canada. As a result, the rights of Pershing Gold Stockholders who become Americas Silver Shareholders will be subject to the CBCA, the Americas Silver Articles and Americas Silver Bylaws, rather than being governed by the NRS and Pershing Gold Articles, as amended, and Pershing Gold Bylaws. There may be material differences between the current rights of Pershing Gold Stockholders, as compared to the rights they will have as Americas Silver Shareholders.
These material differences may include, but are not limited to, the following:

Americas Silver has only one class of authorized shares, Americas Silver Common Shares, and in connection with the consummation of the Transaction, the Americas Silver Articles are expected to be amended to create the Americas Silver Preferred Shares, and under the Americas Silver Articles, Americas Silver’s board of directors has the authority to issue an unlimited number of Americas Silver Common Shares;

pursuant to the CBCA, at least 25% of the directors of Americas Silver must be resident Canadians;

directors of Americas Silver may be removed only by a majority vote of the shareholders of Americas Silver whereas Pershing Gold directors may be removed only by two-thirds of the voting power of the Pershing Gold Stockholders;

the Pershing Gold Articles require a majority of the voting power to repeal or amend certain provisions, while the Americas Silver Articles require 6623% of the votes cast, in person or by proxy, of the shares of Americas Silver to amend the Americas Silver Articles;

the Pershing Gold Bylaws provide that the presence, in person or by proxy, of the holders of a majority (over 50%) of the shares entitled to vote at any meeting of Pershing Gold Stockholders shall constitute a quorum for the transaction of business while under the Americas Silver Bylaws, two shareholders entitled to vote at such meeting, whether present in person or represented by proxy, and holding not less than 10% of the total number of the issued Americas Silver Common Shares, shall constitute a quorum; and

the CBCA, being the corporate statute that governs Americas Silver, provides an oppression remedy that enables a court to make any order, including awarding money damages, appointing a receiver, dissolving the corporation, forcing the acquisition of securities and amending charter
39

TABLE OF CONTENTS
documents, to rectify matters that are oppressive or unfairly prejudicial to, or that unfairly disregard the interests of, any securityholder, creditor, director or officer of the corporation if an application is made to a court by a recognized complainant under the CBCA.
For more information, see “Comparison of Rights of Pershing Gold Stockholders and Americas Silver Shareholders” beginning on page 157 of this proxy statement/prospectus.
Provisions of the Merger Agreement and the Significant Stockholder Support Agreement could discourage a potential competing acquirer of Pershing Gold.
The Merger Agreement contains provisions that, subject to limited exceptions, restrict Pershing Gold’s ability to solicit, encourage, facilitate or discuss competing third-party proposals to acquire shares or assets of Pershing Gold. In addition, certain Pershing Gold Stockholders holding an aggregate of approximately 34% of the issued and outstanding shares of Pershing Gold Common Stock and approximately 88% of the issued and outstanding shares of Series E Preferred Stock (representing approximately 39% of the aggregate voting power of Pershing Gold Stockholders) have entered into voting support agreements with Americas Silver pursuant to which they have agreed to vote in favor of the approval of the Transaction. These provisions of the Merger Agreement, the Pershing Gold D&O Support Agreements, and the Significant Stockholder Support Agreement could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Pershing Gold from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share, cash or market value than the Merger consideration proposed to be received or realized in the Transaction, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the $4.0 million termination fee that may become payable to Americas Silver in certain circumstances.
If the Merger Agreement is terminated by Pershing Gold, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Transaction. If the Merger Agreement is terminated, the Significant Shareholder Support Agreement will not terminate and will remain in place.
The Pershing Gold D&O Support Agreements and the Significant Stockholder Support Agreement prevent certain Pershing Gold Stockholders from supporting a third-party transaction.
The directors of Pershing Gold, certain officers of Pershing Gold and the Significant Stockholder have agreed not to support any third-party transaction during the term of the applicable voting support agreements. Because these Pershing Gold Stockholders own or control approximately 34% of the issued and outstanding shares of Pershing Gold Common Stock and approximately 88% of the issued and outstanding shares of Series E Preferred Stock (representing approximately 39% of the aggregate voting power of Pershing Gold Stockholders), it may not be possible for a competing purchaser to acquire Pershing Gold until the voting support agreements have been terminated.
The fairness opinion obtained by the Pershing Gold board of directors from its independent financial advisor will not reflect subsequent changes.
In connection with the proposed Transaction, Canaccord delivered to the Pershing Gold board of directors an opinion dated September 28, 2018 to the effect that as of that date, and based upon and subject to the various considerations set forth in the opinion, the Common Stock Exchange Ratio was fair, from a financial point of view, to the holders of Pershing Gold Common Stock. The opinion does not reflect changes that may occur or that have occurred after the date of the opinion, including changes to the operations and prospects of Americas Silver or Pershing Gold, fluctuations in the price of gold and silver, changes in the market prices of the Americas Silver Common Shares or Pershing Gold Common Stock, changes in general market or economic conditions or regulatory or other factors. Any such changes, or changes of other factors on which the opinion is based, may materially alter or affect the relative values of Pershing Gold and Americas Silver and the value of the Transaction.
Risks Relating to Americas Silver Following Completion of the Transaction
The market price of the Americas Silver Common Shares has been, and may continue to be, volatile, and Pershing Gold Stockholders could lose all or part of their investment.
The market price of the Americas Silver Common Shares has fluctuated substantially, may continue to do so, and may be higher or lower than the initial price received upon the exchange. As a result, Americas
40

TABLE OF CONTENTS
Silver’s future stock price may be volatile. Over the twelve-month period ending on November 26, 2018, the market price of Americas Silver Common Shares on the TSX has ranged from a low of C$1.82 to a high of C$5.74. Over the twelve-month period ending on November 26, 2018, the market price of the Americas Silver Common Shares on the NYSE American has ranged from a low of  $1.38 to a high of  $4.65. The market price of the Americas Silver Common Shares following the Transaction will depend on a number of factors many of which are beyond Americas Silver’s control. These fluctuations could cause Pershing Gold Stockholders to lose all or part of their investment in the Americas Silver Common Shares since Pershing Gold Stockholders might be unable to sell their shares at or above the price initially received upon the exchange of shares of Pershing Gold Common Stock. Factors that could cause fluctuations in the market price of the Americas Silver Common Shares include the following:

price and volume fluctuations in the overall stock market from time to time;

volatility in the market prices and trading volumes of mining stocks and/or the spot price of gold and silver;

changes in operating performance and stock market valuations of other precious or base metal mining companies generally, or those in Americas Silver’s industry in particular;

future capital raising activities of Americas Silver;

sales of Americas Silver Common Shares by holders thereof;

failure of securities analysts to maintain coverage of Americas Silver, changes in financial estimates by securities analysts who follow Americas Silver, or Americas Silver’s failure to meet these estimates or the expectations of investors;

the financial projections Americas Silver may provide to the public, any changes in those projections or Americas Silver’s failure to meet those projections;

the announcements by Americas Silver or its competitors of new projects or acquisitions or divestitures;

the public’s reaction to Americas Silver’s press releases, other public announcements and filings with the SEC and the applicable Canadian securities regulatory authorities;

rumors and market speculation involving Americas Silver or other companies in Americas Silver’s industry;

actual or anticipated changes in Americas Silver’s operating results or fluctuations in Americas Silver’s operating results;

actual or anticipated developments in Americas Silver’s business, Americas Silver’s competitors’ businesses or the competitive landscape generally;

litigation involving Americas Silver, Americas Silver’s industry or both, or investigations by regulators into Americas Silver’s operations or those of Americas Silver’s competitors;

announced or completed acquisitions of businesses by Americas Silver or Americas Silver’s competitors;

new laws or regulations or new interpretations of existing laws or regulations applicable to Americas Silver and its business;

changes in accounting standards, policies, guidelines, interpretations or principles;

any significant change in Americas Silver’s management; and

general economic conditions and slow or negative growth of Americas Silver’s markets.
41

TABLE OF CONTENTS
Current holders of Pershing Gold Common Stock will have reduced ownership and voting interests in Americas Silver after the Transaction than they currently have in Pershing Gold.
Based on 33,676,921 shares of Pershing Gold Common Stock and 983,549 shares of Pershing Gold Common Stock issuable pursuant to Pershing Gold RSUs outstanding on November 26, 2018, and the Exchange Ratio, it is anticipated that Americas Silver will issue 24,078,998 Americas Silver Common Shares to Pershing Gold Common Stockholders on completion of the Transaction, assuming no holders of Series E Preferred Stock elect to convert their Series E Preferred Stock to Pershing Gold Common Stock before Closing (not including Americas Silver Common Shares issuable upon conversion of a Pershing Gold Warrant to be exchanged in the Transaction or issuable pursuant to outstanding Pershing Gold RSUs). Based on the number of Americas Silver Common Shares outstanding on the record date for the Special Meeting, current Americas Silver Shareholders and current Pershing Gold Common Stockholders would own approximately 63.5% and 36.5% of Americas Silver Common Shares, respectively, upon the completion of the Transaction, assuming no additional issuances of Americas Silver Common Shares or shares of Pershing Gold Common Stock between the record date and the Effective Time. However, Americas Silver could issue up to 8,286,615 Americas Silver Common Shares upon the exercise of outstanding Americas Silver warrants and Americas Silver options prior to the Effective Time. In addition, it is expected that Americas Silver will issue 703,237 Americas Silver Common Shares in exchange for the currently outstanding 983,549 Pershing Gold RSUs. Americas Silver may also issue up to 4,128,042 Americas Silver Common Shares upon conversion of the Americas Silver Preferred Shares for which the Series E Preferred Stock may be exchanged in the Transaction (or up to 2,261,577 Americas Silver Common Shares upon exchange of Pershing Gold Common Stock issued upon conversion of Series E Preferred Stock in the Transaction, if the holders so elect), and up to 15,889 Americas Silver Common Shares may be issuable upon exercise of an existing Pershing Gold Warrant. Based on the current market price of Pershing Gold Common Stock, it is not expected that any Americas Silver Common Shares will be issuable in connection with the cancellation of the Pershing Gold Options or Pershing Gold Warrants.
Pershing Gold Stockholders currently have the right to vote for the directors of Pershing Gold and on other matters affecting Pershing Gold. At the closing of the Transaction, each Pershing Gold Stockholder who receives Americas Silver Common Shares will become a shareholder of Americas Silver. As a result, the percentage ownership of Americas Silver held by each current Pershing Gold Stockholder will be smaller than such Pershing Gold Stockholder’s percentage ownership of Pershing Gold prior to the Transaction. The current Pershing Gold Stockholders will, therefore, have proportionately less ownership and voting interests in Americas Silver following the Transaction than they have now in Pershing Gold.
Any delay in completing the Transaction may reduce or eliminate the benefits expected to be achieved thereunder.
In addition to the required regulatory approvals and clearances, the Transaction is subject to a number of other conditions beyond Pershing Gold’s or Americas Silver’s control that may prevent, delay, or otherwise materially adversely affect its completion. It is not predicable whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Transaction for a significant period of time or prevent it from occurring. Any delay in completing the Transaction could cause Pershing Gold Stockholders not to realize some or all of the synergies and other benefits that are expected to be achieved if the Transaction is successfully completed within its expected time frame.
Uncertainties associated with the Transaction may cause a loss of management personnel and other key employees which could adversely affect the future business and operations following the Transaction.
Following the completion of the Transaction, Americas Silver will be dependent on the experience and industry knowledge of Americas Silver and the continuing Pershing Gold officers and other key employees to execute its business plans. Americas Silver’s success after the Transaction will depend in part upon its ability to retain key management personnel and other key employees. Americas Silver’s and Pershing Gold’s current and prospective employees may experience uncertainty about their roles within Americas Silver following the Transaction or other concerns regarding its operations following the Transaction, any of which may have an adverse effect on Americas Silver’s ability to attract or retain key management and other
42

TABLE OF CONTENTS
key personnel. Accordingly, no assurance can be given that Americas Silver and Pershing Gold will be able to attract or retain key management personnel and other key employees until the Transaction is consummated or following the Transaction to the same extent that Americas Silver and Pershing Gold have previously been able to attract or retain such employees.
The integration of Americas Silver and Pershing Gold may not occur as planned.
The Merger Agreement has been entered into with the expectation that its successful completion will result in increased precious metal production and an enhanced platform for growth for Americas Silver following completion of the Transaction. These anticipated benefits will depend in part on whether Americas Silver’s and Pershing Gold’s operations can be integrated in an efficient and effective manner. The integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies, and special risks, including possible unanticipated liabilities and unanticipated costs. As a result of these factors, it is possible that the cost reductions and synergies expected from the Transaction will not be realized by Americas Silver. In addition, such synergies assume certain realized long-term metals prices and foreign exchange rates. If actual prices are below such assumed prices, the realization of potential synergies could be adversely affected.
Americas Silver and Pershing Gold may not realize the benefits of the Transaction currently anticipated due to challenges associated with integrating the operations, technologies and personnel of Americas Silver and Pershing Gold.
The anticipated success of Americas Silver with respect to the Transaction will depend in large part on the success of management of Americas Silver in integrating the operations, technologies and personnel of Pershing Gold with those of Americas Silver. The failure of Americas Silver to successfully integrate Pershing Gold, or the occurrence of any unanticipated operational problems or interruptions, expenses and liabilities could result in the failure of Americas Silver to realize the anticipated benefits of the Transaction and could impair the results of operations, profitability and financial results of Americas Silver.
The overall integration of the operations, technologies and personnel of Pershing Gold into Americas Silver may also result in unanticipated operational problems, expenses, liabilities and diversion of management’s time and attention. There can be no assurance that Pershing Gold or Americas Silver will not incur additional material costs in subsequent periods to reflect additional costs associated with the Transaction or that the benefits of the Transaction will be realized.
The obligations and liabilities of Pershing Gold, some of which may be unanticipated or unknown, may be greater than anticipated, which may diminish the value of Pershing Gold to Americas Silver.
Pershing Gold’s obligations and liabilities, some of which may be unanticipated or unknown, or may be greater than anticipated, may not be reflected or reserved for in Pershing Gold’s historical financial statements. The obligations and liabilities of Pershing Gold could have a material adverse effect on Pershing Gold’s business, financial condition, or results of operations following the Transaction. Americas Silver will not be able to realize any indemnification from Pershing Gold under the Merger Agreement with respect to obligations or liabilities of Pershing Gold, whether known or unknown. Any such liabilities could substantially reduce Americas Silver’s earnings and cash flows or otherwise materially and adversely affect its business, financial condition, or results of operations following the Transaction.
Americas Silver’s future results following the Transaction may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.
The unaudited pro forma combined financial information contained in this proxy statement/prospectus is presented for purposes of presenting Americas Silver’s historical consolidated financial statements with Pershing Gold’s historical consolidated financial statements as adjusted to give effect to the Transaction as though the Transaction had occurred on January 1, 2017 for the unaudited pro forma income statement and September 30, 2018 for the unaudited pro forma balance sheet, and is not necessarily indicative of the financial condition or results of operations of Americas Silver following the Transaction. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Pershing Gold’s acquired assets and liabilities. The purchase price allocation
43

TABLE OF CONTENTS
reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Pershing Gold as of the date of the completion of the Merger. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Americas Silver’s financial condition and results of operations following the Transaction. See the section entitled “Unaudited Pro Forma Condensed Financial Statements of Americas Silver Corporation and Pershing Gold Corporation” at page 151 of this proxy statement/prospectus.
Additional reporting requirements may apply if Americas Silver loses its status as a “foreign private issuer” under the Exchange Act.
Americas Silver is currently considered a “foreign private issuer” under the rules of the SEC. However, following completion of the Transaction it is may lose its “foreign private issuer” status at future assessment dates. As a foreign private issuer, Americas Silver is subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Americas Silver is required to file its annual report on Form 40-F with the SEC at the time it files its annual information form with the applicable Canadian securities regulatory authorities. In addition, Americas Silver must furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Americas Silver in Canada or filed with the TSX and which was made public by the TSX, or regarding information distributed or required to be distributed by Americas Silver to its shareholders. Moreover, although Americas Silver is required to comply with Canadian disclosure requirements, in some circumstances Americas Silver is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Americas Silver is required to file financial statements in accordance with IFRS, and therefore does not file financial statements prepared in accordance with generally accepted accounting principles in the United States as do U.S. companies that file reports with the SEC. Furthermore, Americas Silver is not required to comply with the U.S. proxy rules or with Regulation FD, which addresses certain restrictions on the selective disclosure of material information, although it must comply with Canadian disclosure requirements. In addition, among other matters, Americas Silver’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Americas Silver Common Shares. Americas Silver also presents information regarding mineral resources and reserves in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) rather than SEC Industry Guide 7 with which U.S. companies must comply. If Americas Silver loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements with the content and in the form permitted as if it were a U.S. company, and incur additional costs to make such filings. Americas Silver does, however, file quarterly financial information under Canadian periodic reporting requirements for public corporations, which is accessible through the Internet at www.sedar.com, and will furnish such quarterly financial information to the SEC under cover of Form 6-K, which is available at www.sec.gov. Insiders of Americas Silver are generally required to disclose their trading in Americas Silver Common Shares within 5 days of the date of the trade and these trading activity reports can be accessed through the Internet at www.sedi.ca.
Pershing Gold and Americas Silver expect to incur substantial expenses related to the Transaction and the integration of the two companies.
Americas Silver and Pershing Gold expect to incur significant transaction costs and significant synergy planning and integration costs in connection with the Transaction. While Americas Silver has assumed that this level of expense will be incurred, there are many factors beyond its control that could affect the total amount or the timing of the Transaction and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these Merger and integration expenses are higher than anticipated or are incurred at different times than anticipated, Americas Silver’s future operating results and financial condition may be materially adversely affected.
Americas Silver may be subject to significant capital requirements and operating risks associated with its expanded operations and its expanded portfolio of growth projects.
Americas Silver must generate sufficient internal cash flows and/or be able to utilize available financing sources to finance its growth and sustaining capital requirements. If Americas Silver does not realize
44

TABLE OF CONTENTS
satisfactory prices for the commodities that it produces, it could be required to raise significant additional capital through the capital markets and/or incur significant borrowings to meet its capital requirements. These financing requirements could adversely affect Americas Silver’s ability to access the capital markets in the future to meet any external financing requirements Americas Silver might have. If there are significant delays in terms of when any exploration, development and/or expansion projects are completed and producing on a commercial and consistent scale, and/or their capital costs were to be significantly higher than estimated, these events could have a significant adverse effect on Americas Silver’s results of operation, cash flow from operations and financial condition.
Americas Silver may need additional financing in connection with the implementation of its business and strategic plans from time to time after closing of the Transaction. The exploration and development of mineral properties, including Relief Canyon, and the ongoing operation of mines require a substantial amount of capital and may depend on Americas Silver’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. The combined entity may accordingly need further capital depending on exploration, development, production and operational results and market conditions, including the prices at which Americas Silver sells its production, or in order to take advantage of further opportunities or acquisitions. Americas Silver’s financial condition, general market conditions, volatile metals markets, volatile interest rates, a claim against Americas Silver, a significant disruption to Americas Silver’s business or operations or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, continuing volatility in the credit markets may affect the ability of Americas Silver, or third parties it seeks to do business with, to access those markets. There is no assurance that Americas Silver will be successful in obtaining required financing as and when needed on acceptable terms, if at all. If Americas Silver raises funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of the shareholders of Americas Silver and reduce the value of their investment.
In addition, Americas Silver’s mining operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Such risks include, without limitation, environmental hazards, industrial accidents, labor disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, periodic or extended interruptions due to the unavailability of materials and force majeure events. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining or processing, losses and possible legal liability. Any prolonged downtime or shutdowns at Americas Silver’s mining or processing operations could materially adversely affect Americas Silver’s business, results of operations, financial condition and liquidity. See the information under the heading “Risk Factors” in Americas Silver’s Annual Information Form filed as an Exhibit to its annual report on Form 40-F for the fiscal year ended December 31, 2017 filed with the SEC on March 5, 2018.
Labor relations, employee recruitment, retention and pension funding issues may adversely affect Americas Silver’s operations.
Americas Silver may experience labor disputes, work stoppages or other disruptions in production that could adversely affect its operations. Americas Silver is dependent on its workforce at its material producing properties and mills. Americas Silver endeavors to maintain good relations with its workforce in order to minimize the possibility of strikes, lock-outs and other stoppages at the site. Relations between Americas Silver and its employees may be impacted by changes in labor relations which may be introduced by, among other things, employee groups, competing labor unions, and the relevant governmental authorities in whose jurisdictions Americas Silver carries on business. Many of Americas Silver’s employees at its operations are represented by a labor union under a collective labor agreement. Americas Silver may not be able to satisfactorily renegotiate the collective labor agreement when it expires. In addition, the existing labor agreement may not prevent a strike or work stoppage at Americas Silver’s facilities in the future, and any such work stoppage could have a material adverse effect on its earnings.
Americas Silver also hires its employees or consultants in Mexico to assist it in conducting its operations in accordance with Mexican laws. Americas Silver also purchases certain supplies and retains the
45

TABLE OF CONTENTS
services of various companies in Mexico to meet its business plans. It may be difficult to find or hire qualified people in the mining industry who are situated in Mexico or to obtain all the necessary services or expertise in Mexico or to conduct operations on its projects at reasonable rates. If qualified people and services or expertise cannot be obtained in Mexico, Americas Silver may need to seek and obtain those services from people located outside Mexico, which will require work permits and compliance with applicable laws and could result in delays and higher costs to Americas Silver to conduct its operations in Mexico. Recruiting and retaining qualified personnel is critical to Americas Silver’s success. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As Americas Silver’s business activity grows, Americas Silver will require additional key executive, financial, operational, administrative and mining personnel. Although Americas Silver believes that it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If Americas Silver is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have a material adverse effect on Americas Silver’s results of operations and profitability. Americas Silver strongly depends on the business and technical expertise of its small group of management and key personnel. There is little possibility that this dependence will decrease in the near term. Key man life insurance is not in place on management and key personnel. If the services of Americas Silver’s management and key personnel were lost, it could have a material adverse effect on future operations.
The volatility in the equity markets over the last several years and other financial impacts have affected Americas Silver’s costs and liquidity through increased requirements to fund Americas Silver’s defined benefit pension plans for its employees. There can be no assurance that financial markets will sufficiently recover in the future with the effect of causing a corresponding reduction in Americas Silver’s future pension funding requirements. Furthermore, there can be no assurance that unforeseen changes in pensioner longevity, government regulation or other financial market uncertainties will not cause pension funding requirements to differ from the requirements projected by professional actuaries. Americas Silver intends to continue to fund its pension plan for hourly and salary employees of Americas Silver pursuant to all relevant regulatory requirements.
Americas Silver’s future results will suffer if it does not effectively manage its expanded operations following the Transaction.
Following the Transaction, the size of Americas Silver’s business will increase significantly. Its future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations, and associated increased costs and complexity. There can be no assurances that Americas Silver will be successful following the Transaction.
The market price of Americas Silver Common Shares may be affected by factors different from those affecting Americas Silver Common Shares or Pershing Gold Common Stock prior to the consummation of the Transaction.
Americas Silver’s mining methods and historical business differ from that of Pershing Gold. Accordingly, the results of operations of Americas Silver following completion of the Transaction and the market price of Americas Silver Common Shares may be affected by factors different from those that previously affected the independent results of operations and the market price of the Americas Silver Common Shares or Pershing Gold Common Stock. The ability to produce, and level and timing of production at Americas Silver’s existing mines are different from those of Pershing Gold. These differences may lead to different production profiles in different price scenarios from Americas Silver’s production facilities, which could lead to adverse impacts on the market price for Americas Silver Common Shares.
Americas Silver is an “emerging growth company” and Americas Silver and Pershing Gold cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make Americas Silver Common Shares less attractive to investors.
Americas Silver is an “emerging growth company” as defined in the JOBS Act, whereas Pershing Gold is not an emerging growth company. Americas Silver will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which Americas Silver has
46

TABLE OF CONTENTS
total annual gross revenues of US$1.07 billion or more; (b) the last day of the fiscal year of Americas Silver following the fifth anniversary of the date of the first sale of common equity securities of Americas Silver pursuant to an effective registration statement under the Securities Act, such as this proxy statement/​prospectus; (c) the date on which Americas Silver has, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on which Americas Silver is deemed to be a ‘large accelerated filer’.
For so long as Americas Silver continues to qualify as an emerging growth company, it will be exempt from the requirement to include an auditor attestation report relating to internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act in its annual reports filed under the Exchange Act, even if it does not qualify as a “smaller reporting company”. In addition, section 103(a)(3) of the Sarbanes-Oxley Act has been amended by the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the registrant (auditor discussion and analysis).
Any U.S. domestic issuer that is an emerging growth company is able to avail itself of the reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and to not present to its stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved, or present the relationship between executive compensation actually paid and such issuer’s financial performance. In contrast, Pershing Gold is currently subject to all of these requirements. As a foreign private issuer, Americas Silver is not subject to such requirements, and will not become subject to such requirements even if Americas Silver ceases to be an emerging growth company, unless Americas Silver also ceases to be a “foreign private issuer”.
Until Americas Silver ceases to be an emerging growth company Americas Silver may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. Investors in Pershing Gold who are familiar with Pershing Gold’s reporting regime, may find Americas Silver Common Shares less attractive because Americas Silver relies on these exemptions. If some of Pershing Gold’s investors find Americas Silver Common Shares less attractive as a result, there may be a less active trading market for Americas Silver Common Shares and Americas Silver Common Share price may be more volatile.
Section 7874 of the Code may limit the ability of Pershing Gold, and U.S. persons related to Pershing Gold, to utilize certain U.S. tax attributes to offset certain U.S. taxable income, if any, generated by the Transaction and the transactions contemplated by the Merger Agreement, or certain specified transactions for a period of time following the Transaction.
Section 7874 of the Code may limit the ability of a U.S. corporation acquired by a foreign corporation, and U.S. persons related to the acquired U.S. corporation, to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset certain U.S. taxable income. Specifically, if the stockholders of the acquired U.S. corporation own, following an acquisition by a foreign corporation, at least 60%, but less than 80%, measured either by vote or by value, of the shares of the acquiring foreign corporation, the taxable income of the acquired U.S. corporation (and any U.S. person related to the U.S. corporation) for any given year, within a ten-year period beginning on the date of the acquisition will be no less than that person’s “inversion gain” for that taxable year. A person’s inversion gain includes gain from the transfer of shares, or any other property (other than property held for sale to customers), and income from the license of any property that is either transferred or licensed as part of the acquisition, or that is transferred or licensed to a non-U.S. related person after the acquisition.
Pursuant to the Merger Agreement, and subject to changes in the current share prices of Americas Silver Common Shares and shares of Pershing Gold Common Stock with respect to outstanding Pershing Gold and Americas Silver options and warrants, the Pershing Gold Stockholders are expected to own less than 60% of the vote and value of Americas Silver Common Shares after the Transaction. As a result, under current law, Pershing Gold and U.S. persons related to Pershing Gold, are not expected to be subject to such limitations on the use of U.S. tax attributes. However, there can be no assurance that there will not
47

TABLE OF CONTENTS
exist in the future a change in the facts or in the law that might cause Pershing Gold to be subject to such limitations, including with retroactive effect. Further, there can be no assurance that the IRS will agree with the position that the 60% ownership requirement is not satisfied.
Recent and future changes to U.S. tax laws could materially adversely affect Pershing Gold and Americas Silver.
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law and significantly revised the Code. The Tax Cuts and Jobs Act, among other things, reduces the backup withholding tax rate from 28% to 24% and contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), implementation of a “base erosion anti-abuse tax” which requires U.S. corporations to make an alternative determination of taxable income without regard to tax deductions for certain payments to affiliates, taxation of certain non-U.S. corporations’ earnings considered to be “global intangible low taxed income” repeal of the alternative minimum tax (“AMT”) for corporations and changes to a taxpayer’s ability to either utilize or refund the AMT credits previously generated, revision in the attribution rules relating to shareholders of certain “controlled foreign corporations”, limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modification or elimination of many business deductions and credits. Notwithstanding the reduction in the U.S. corporate income tax rate, the overall impact of the Tax Cuts and Jobs Act is uncertain, and Pershing Gold or Americas Silver’s business and financial condition could be adversely affected. The impact of the Tax Cuts and Jobs Act on holders of Americas Silver Common Shares after the Transaction is also uncertain and could be adverse. For example, recent changes in federal income tax law resulting in additional taxes owed by U.S. shareholders related to “controlled foreign corporations” may discourage U.S. investors from owning or acquiring (directly, indirectly or constructively) 10% or greater of outstanding Americas Silver Common Shares, which other shareholders may have viewed as beneficial or may otherwise negatively impact the trading price of Americas Silver Common Shares. Pershing Gold and Americas Silver are unable to predict what U.S. federal tax law may be proposed or enacted in the future or what effect such changes would have on Pershing Gold or Americas Silver’s business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect Americas Silver’s effective tax rates in the future where it has operations and have an adverse effect on its overall tax rate in the future, along with increasing the complexity, burden and cost of tax compliance. Pershing Gold Stockholders are urged to consult with their legal and tax advisors with respect to this legislation and the potential tax consequences of investing in or holding Americas Silver Common Shares.
If Americas Silver is, or becomes, a “passive foreign investment company,” adverse U.S. federal income tax consequences may result for U.S. shareholders of Americas Silver
U.S. holders of Americas Silver Common Shares or Americas Silver Preferred Shares should be aware that Americas Silver believes it was not classified as a passive foreign investment company (“PFIC”) for its tax year ended December 31, 2017, and based on current business plans and financial expectations, Americas Silver expects that it will not be a PFIC for the current tax year. Americas Silver has not made any determination as to its PFIC status for future tax years. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. Consequently, there can be no assurance that Americas Silver will not become a PFIC for any tax year during which U.S. holders own Americas Silver shares.
If Americas Silver is a PFIC for any year during a U.S. holder’s holding period, then such U.S. holder generally will be required to treat any gain realized upon a disposition of Americas Silver Common Shares or Americas Silver Preferred Shares, or any “excess distribution” received on its Americas Silver Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution, unless the U.S. holder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to its Americas Silver Common Shares or Americas Silver Preferred
48

TABLE OF CONTENTS
Shares. A U.S. holder who makes a QEF Election generally must report on a current basis its share of Americas Silver’s net capital gain and ordinary earnings for any year in which Americas Silver is a PFIC, whether or not Americas Silver distributes any amounts to its shareholders. However, U.S. holders should be aware that there can be no assurance that Americas Silver will satisfy the record keeping requirements that apply to a QEF, or that Americas Silver will supply U.S. holders with information that such U.S. holders require to report under the QEF Election rules, in the event that Americas Silver is a PFIC and a U.S. holder wishes to make a QEF Election. Thus, U.S. holders may not be able to make a QEF Election with respect to their Americas Silver Common Shares or Americas Silver Preferred Shares. A U.S. holder who makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Americas Silver Common Shares or Americas Silver Preferred Shares over the taxpayer’s basis therein. This risk factor is qualified in its entirety by the discussion below under the heading “Proposal One — The Transaction — Material U.S. Federal Income Tax Considerations” at page 97. Each U.S. holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the Transaction and the acquisition, ownership, and disposition of Americas Silver Common Shares or Americas Silver Preferred Shares.
The Transaction is expected to result in an ownership change for Pershing Gold under Section 382 of the Code, potentially limiting the use of Pershing Gold’s net operating loss carryforwards and certain other tax attributes in future years. In addition, Pershing Gold’s ability to use its net operating loss carryforwards may be further limited if taxable income does not reach sufficient levels.
As of December 31, 2017, Pershing Gold had approximately $75.7 million of net operating loss (“NOL”) carryforwards available to reduce U.S. federal taxable income in future years. Under Section 382 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period.
The Transaction is expected to result in an ownership change under Section 382 of the Code for Pershing Gold, potentially limiting the use of Pershing Gold’s NOL carryforwards in future taxable years for U.S. federal income tax purposes. These limitations may affect the timing of when these NOL carryforwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Pershing Gold and have a negative impact on Pershing Gold’s financial position and results of operations. In addition, Pershing Gold’s ability to use its NOL carryforwards will be dependent on its ability to generate taxable income.
The applicable Canadian and U.S. income tax laws may be changed or interpreted in a manner that is adverse to Americas Silver and its securityholders following completion of the Transaction.
There can be no assurance that the Canada Revenue Agency (the “CRA”), the IRS or other applicable taxing authorities will agree with the Canadian and U.S. federal income tax consequences of the Transaction, as applicable, as set forth in this proxy statement/prospectus. Furthermore, there can be no assurance that applicable Canadian and U.S. income tax laws, regulations or tax treaties will not be changed or interpreted in a manner, or that applicable taxing authorities will not take administrative positions, that is adverse to Americas Silver and its securityholders following completion of the Transaction. Such taxation authorities may also disagree with how Americas Silver or Pershing Gold calculate or have in the past calculated their income for income tax purposes. Any such events could adversely affect Americas Silver, its share price or the dividends or other payments to be paid to Americas Silver’s securityholders following completion of the Transaction.
The issuance of a significant number of Americas Silver Common Shares and resulting “market overhang” could adversely affect the market price of Americas Silver Common Shares after completion of the Transaction.
On completion of the Transaction, a significant number of additional Americas Silver Common Shares will be available for trading in the public market. The increase in the number of Americas Silver Common Shares may lead to sales of such Americas Silver Common Shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Americas
49

TABLE OF CONTENTS
Silver Common Shares. The potential that an Americas Silver Common Shareholder may sell its Americas Silver Common Shares in the public market (commonly referred to as “market overhang”), as well as any actual sales of Americas Silver Common Shares in the public market, could adversely affect the market price of the Americas Silver Common Shares.
Additional Risks Related to Americas Silver and Pershing Gold
You should read and consider the other risk factors specific to Americas Silver’s business that will also affect Americas Silver after the consummation of the Transaction described in Americas Silver Form 40-F Annual Report for the year ended December 31, 2017 filed with the SEC on March 5, 2018 and other documents that have been filed by Americas Silver with the SEC and which are incorporated by reference into this proxy statement/prospectus.
You should read and consider the other risk factors specific to Pershing Gold’s business that will also affect Americas Silver after the consummation of the Transaction, described in Part I, Item 1A of Pershing Gold’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 28, 2018, and other documents that have been filed by Pershing Gold with the SEC and which are incorporated by reference into this proxy statement/prospectus.
50

TABLE OF CONTENTS
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This proxy statement/prospectus and the documents to which Pershing Gold and Americas Silver refer herein contain forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction, or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual results could differ materially from those contained in such statements. Such forward-looking statements include but are not limited to statements and information regarding:

the calculations, projections, estimates and prospective valuation techniques (including, but not limited to, net asset value calculations) used by Canaccord for its fairness opinion;

the expectation that the Transaction will be completed;

the expected benefits and synergies of the Transaction;

the expected financial condition, results of operations, earnings outlook and prospects of Americas Silver, Pershing Gold and Americas Silver following completion of the Transaction; and

the prospective information regarding the properties of Americas Silver and Pershing Gold.
Factors that could cause or contribute to differences to the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the failure to obtain Pershing Gold Stockholder approval, the failure to obtain the requisite Americas Silver Shareholder approvals, or the failure to satisfy any of the other closing conditions, the failure to obtain the necessary regulatory approvals on conditions permissible under the Merger Agreement; risks related to disruption of management’s attention from Pershing Gold’s or Americas Silver’s ongoing business operations due to the Transaction; Pershing Gold’s and Americas Silver’s ability to maintain compliance with the listing requirements of, and thereby maintain the listing of the Pershing Gold Common Stock or Americas Silver Common Shares, as applicable, on, the NYSE American, NASDAQ or the TSX, as applicable; and the other concerns identified in the Risk Factors above.
Although Pershing Gold and Americas Silver believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The underlying expected actions or Pershing Gold’s or Americas Silver’s results of operations involve risks and uncertainties, many of which are outside of either company’s control, and any one of which, or a combination of which, could materially affect Pershing Gold’s and Americas Silver’s results of operations and whether the forward-looking statements ultimately prove to be correct. These forward-looking statements speak only as of the date on which the statements were made and neither Pershing Gold nor Americas Silver undertakes any obligation to update or revise any forward-looking statements made in this proxy statement/prospectus or elsewhere as a result of new information, future events, or otherwise, except as required by law.
In addition to other factors and matters contained or incorporated in this document, Pershing Gold believes the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement and the possibility that Pershing Gold could be required to pay a fee to Americas Silver in connection therewith;

risks that the regulatory approvals required to complete the Transaction will not be obtained in a timely manner, if at all;
51

TABLE OF CONTENTS

the inability to complete the Transaction due to the failure to obtain Pershing Gold Stockholder approval of the Transaction, the failure to obtain the requisite Americas Silver Shareholder approvals, or failure to satisfy any other conditions to the completion of the Transaction;

business uncertainty and contractual restrictions during the pendency of the Transaction;

adverse outcomes of pending or threatened litigation or governmental investigations;

the failure of the Transaction to close for any other reason;

the amount of the costs, fees, expenses and charges related to the Transaction;

diversion of management’s attention from ongoing business concerns;

risks that the proposed Transaction disrupts current plans and operations;

the possible adverse effect on Pershing Gold’s and Americas Silver’s business and the prices of the Pershing Gold Common Stock and Americas Silver Common Shares if the Transaction is not completed in a timely fashion or at all;

risks that Americas Silver following completion of the Transaction may be unable to successfully integrate Pershing Gold’s business and personnel with Americas Silver’s business and personnel;

risks that the expected benefits of the Transaction may not be realized; and

other risk factors relating to the businesses of each of Pershing Gold and Americas Silver, as detailed from time to time in each of Pershing Gold’s and Americas Silver’s reports filed with the SEC and the applicable Canadian securities regulatory authorities.
Many of the factors that will determine Pershing Gold’s and Americas Silver’s future results are beyond Pershing Gold’s and Americas Silver’s ability to control or predict. Pershing Gold and Americas Silver cannot guarantee any future results, levels of activity, performance, or achievements. In light of the significant uncertainties inherent in the forward-looking statements, readers should not place undue reliance on forward-looking statements.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in this proxy statement/prospectus, as well as in Pershing Gold’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in Americas Silver Form 40-F Annual Report for the year ended December 31, 2017. See “Where You Can Find More Information” beginning on page 186. These important factors also include those set forth under the section entitled “Risk Factors,” beginning on page 35.
Readers are cautioned that any forward-looking statement speaks only as of the date of this proxy statement/prospectus, and it should not be assumed that the statements remain accurate as of any future date. Neither Americas Silver nor Pershing Gold undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. Pershing Gold and Americas Silver caution further that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the foregoing list should not be considered a complete statement of all potential risks and uncertainties.
Readers should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent forward-looking statements that may be issued by Pershing Gold or Americas Silver or persons acting on behalf of either party.
52

TABLE OF CONTENTS
CAUTIONARY NOTES TO UNITED STATES INVESTORS CONCERNING MINERAL
RESERVE AND RESOURCE ESTIMATES
This proxy statement/prospectus incorporates by reference documents that have been prepared by Americas Silver which have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all reserve and resource estimates included or incorporated by reference in this proxy statement/prospectus have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and CIM standards. These definitions differ from the definitions in the SEC Industry Guide 7 under the Securities Act.
This proxy statement/prospectus incorporates by reference disclosure regarding estimates of “mineralized material” of Pershing Gold. “Mineralized material” as included or incorporated by reference in this proxy statement/prospectus, although permissible under the SEC Industry Guide 7, does not indicate “reserves” by SEC standards. Stockholders are cautioned not to assume that all or any part of the mineralized material will be confirmed or converted into SEC Industry Guide 7 compliant reserves or that mineralized material can be economically or legally extracted. Mineralized material is substantially equivalent to measured and indicated mineral resources as disclosed for reporting purposes under NI 43-101, except that the SEC only permits issuers to report “mineralized material” in tonnage and average grade without reference to contained ounces.
Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.
Accordingly, information contained in this proxy statement/prospectus and the documents incorporated by reference herein contain descriptions of mineral deposits that may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
53

TABLE OF CONTENTS
THE SPECIAL MEETING OF PERSHING GOLD STOCKHOLDERS
This section contains information about the Special Meeting of Pershing Gold Stockholders that has been called to (i) approve the Transaction, (ii) approve, on an advisory (non-binding) basis as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act, certain “golden parachute” compensation that may become payable to Pershing Gold’s named executive officers in connection with the Transaction, (iii) approve the adjournment of the Special Meeting for the solicitation of additional proxies in the event there are insufficient votes present, in person or represented by proxy, at the time of the Special Meeting to approve the Transaction, and (iv) consider any other business properly before the Special Meeting. This proxy statement/prospectus is being furnished to Pershing Gold Stockholders in connection with the solicitation of proxies by the Pershing Gold board of directors to be used at the Special Meeting. Pershing Gold is first mailing this proxy statement/prospectus and enclosed proxy card on or about December 3, 2018.
Date, Time and Place
The Special Meeting will be held at the offices of Davis Graham & Stubbs, LLP, 1550 17th Street, Suite 500, Denver, Colorado 80202 on January 9, 2019 at 9:30 am Mountain Time (unless it is adjourned or postponed to a later date).
Purpose of Special Meeting
The purpose of the Special Meeting is for Pershing Gold Stockholders to: (i) consider and vote upon approval of the Transaction, (ii) consider and vote upon, on an advisory (non-binding) basis, a proposal to approve “golden parachute” compensation that may become payable to the named executive officers of Pershing Gold in connection with the Transaction, (iii) approve the adjournment proposal, and (iv) to transact such other business as may properly come before the Special Meeting (and any adjournment or postponement thereof), including consideration of any procedural matters incident to the conduct of the Special Meeting.
Recommendation of the Pershing Gold Board of Directors
After careful consideration, including separate deliberation by the independent directors of the board of directors, the Pershing Gold board of directors unanimously (1) determined that the Merger Agreement and the Transaction are advisable and in the best interests of Pershing Gold and the Pershing Gold Stockholders, (2) approved the Transaction, and (3) resolved to recommend approval of the Transaction to the Pershing Gold Stockholders. The Pershing Gold board of directors recommends that the Pershing Gold Common Stockholders and holder of Series E Preferred Stock vote “FOR” the approval of the Transaction, “FOR” the approval of named executive officer compensation, and “FOR” the adjournment of the Pershing Gold Special Meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Transaction at the time of the Pershing Gold Special Meeting. For a discussion of the material factors considered by the Pershing Gold board of directors in reaching its conclusions, see “Proposal One — The Transaction — Recommendations of the Pershing Gold Board of Directors; Pershing Gold’s Reasons for the Transaction” beginning on page 69.
Pershing Gold Stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Transaction. In addition, Pershing Gold Stockholders are directed to the Merger Agreement, which is included as Annex A in this proxy statement/prospectus.
Pershing Gold Record Date; Shares Entitled to Vote
The record date for the Special Meeting is November 26, 2018. Only Pershing Gold Stockholders of record at the close of business on November 26, 2018 will be entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.
As of the close of business on the record date of November 26, 2018, there were 33,676,921 shares of Pershing Gold Common Stock outstanding and 8,496 shares of Series E Preferred Stock outstanding, convertible on that date into 3,163,050 shares of Pershing Gold Common Stock at a ratio of one share of Series E Preferred Stock into approximately 353.571 shares of Pershing Gold Common Stock, for a total of 36,839,971 shares eligible to vote.
54

TABLE OF CONTENTS
Each share of Pershing Gold Common Stock outstanding on the record date is entitled to one vote on each matter. Each share of Series E Preferred Stock that is outstanding on the record date is entitled to vote the number of shares of Pershing Gold Common Stock into which a share of Series E Preferred Stock is convertible, as if converted (on an aggregate basis) on the record date.
A complete list of Pershing Gold Stockholders entitled to vote at the Special Meeting will be available for inspection at the principal place of business of Pershing Gold during regular business hours for a period of no less than 10 calendar days before the Special Meeting and at the place of the Special Meeting during the Special Meeting.
Stock Ownership by and Voting Rights of Pershing Gold’s Directors and Executive Officers
When considering the recommendation of Pershing Gold’s board of directors, you should be aware that certain of Pershing Gold’s executive officers and directors have interests in the Transaction other than their interests as Pershing Gold Stockholders generally, as well as pursuant to individual agreements with certain officers and directors. These interests are different from your interests as a Pershing Gold Stockholder; however, the members of Pershing Gold’s board of directors have taken these additional interests into consideration.
A “change in control” for purposes of the individual employment or severance compensation agreements to which certain of Pershing Gold executive officers are party, as discussed in greater detail below, will be deemed to occur upon the consummation of the Transaction which may entitle such executive officers to, among other things, severance payments.
Each of Pershing Gold’s directors and officers own Pershing Gold RSUs representing a right to receive Pershing Gold Common Stock upon the occurrence of certain events, including a change of control. At the Effective Time, each outstanding Pershing Gold RSU, whether vested or unvested, will automatically be cancelled and converted into the right to receive Americas Silver Common Shares at the Common Stock Exchange Ratio.
Certain of our directors and officers own Pershing Gold Options. Pursuant to the terms of the Pershing Gold equity incentive plans under which they were granted, and in accordance with the Merger Agreement, each stock option, whether vested or unvested, will be cancelled and converted into the right to receive (without interest), the Americas Silver Common Shares at the Common Stock Exchange Ratio in respect of each share of Pershing Gold Common Stock which would have been issued upon the net exercise of the option. Any Pershing Gold Option that has an exercise price per share that is greater than or equal to the fair market value on the closing date shall be cancelled at the Effective Time for no consideration or payment. Based on the closing price of Pershing Gold Common Stock on NASDAQ of  $0.94 on November 26, 2018 it is not expected that holders of Pershing Gold Options will receive any Americas Silver Common Shares.
Mr. Alfers owns 100 shares of Series E Preferred Stock, convertible into 35,358 shares of Pershing Gold Common Stock at the current conversion price. In the event the Transaction does not close, under certain circumstances Pershing Gold may convert the principal outstanding under the Pershing Gold Debenture into Pershing Gold Common Stock. If the conversion price is less than $2.80, this will trigger an anti-dilution mechanism in the Series E Preferred Stock and the conversion price of the Series E Preferred Stock will be reduced, resulting in Mr. Alfers (and all holders of the Series E Preferred Stock) having the right to convert his Series E Preferred Stock into a greater number of shares of Pershing Gold Common Stock. If the Transaction is completed, the Series E Preferred Stock will be converted into Americas Silver Common Shares or Americas Silver Preferred Shares, at the election of the holders, and there will be no change to the conversion price of the Series E Preferred Stock. For more information about the Pershing Gold Debenture, see “Pershing Gold Debenture” at page 142 of this proxy statement/prospectus.
At the close of business on the record date for the Special Meeting, Pershing Gold’s directors and executive officers and their affiliates beneficially owned 2,017,376 shares of Pershing Gold Common Stock and had the right to vote 1,107,457 shares of Pershing Gold voting stock at the Special Meeting, which represents approximately 3.0% of the Pershing Gold voting stock entitled to vote at the Special Meeting. Pursuant to individual Pershing Gold D&O Support Agreements, the directors and executive officers of Pershing Gold will be obligated to Americas Silver to vote their shares “FOR” the approval of the
55

TABLE OF CONTENTS
Transaction. It is expected that Pershing Gold’s non-director executive officers will vote their shares “FOR” the approval of the Transaction and “FOR” the adjournment of the Pershing Gold Special Meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Pershing Gold Special Meeting.
Quorum
The presence at the Special Meeting, in person or by proxy, of the holders of a majority (over 50%) of the shares of Pershing Gold’s capital stock outstanding, including all Pershing Gold Common Stock and Series E Preferred Stock voting on an as-converted basis, as of the record date for determination of Pershing Gold Stockholders entitled to vote at the Special Meeting, will constitute a quorum. There must be a quorum for any action to be taken at the Special Meeting (other than an adjournment or postponement of the Special Meeting). If you properly submit a proxy, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum.
Under NASDAQ rules, a broker or bank with uninstructed shares may generally vote as the broker or bank determines in its discretion on behalf of the beneficial owner on routine matters, but cannot vote on non-routine matters, the latter of which results in “broker non-votes.” Under NASDAQ rules, Proposal One, Proposal Two, and Proposal Three involve non-routine matters, and without your instruction, your broker cannot vote your shares on these matters. Accordingly, broker non-votes are expected. If you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” Proposal One.
Required Vote
The proposal for the approval of the Transaction will be approved if it receives (i) the approval of the majority of the voting power of holders of Pershing Gold Common Stock and holders of Series E Preferred Stock (on an as converted basis), voting together as a single class, and (ii) the approval of at least 75% of the voting power of the holders of Series E Preferred Stock, voting as a separate class. If you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” the approval of this proposal.
As required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act, Pershing Gold is providing the Pershing Gold Stockholders with the opportunity to cast an advisory (non-binding) vote on the “golden parachute” compensation that may become payable to its named executive officers in connection with the completion of the Transaction. The approval of the proposal to approve, on an advisory (non-binding) basis, this “golden parachute” compensation requires the affirmative vote of a majority of the combined voting power of the Pershing Gold Common Stock and Series E Preferred Stock (on an as-converted basis) cast on this proposal, voting as a single class. If you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will not affect the advisory vote on this “golden parachute” compensation. Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal and, therefore, will have no effect on the outcome of the vote.
The approval of the proposal to adjourn the Special Meeting (if necessary or appropriate) to solicit additional proxies requires the affirmative vote of a majority of the combined voting power of the Pershing Gold Common Stock and Series E Preferred Stock (on an as-converted basis) cast on this proposal, voting as a single class. Abstentions and “broker non-votes” are not counted for determining the number of votes cast for or against this proposal and, therefore, will have no effect on the outcome of the vote.
Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return promptly the enclosed proxy card or follow the related Internet voting instructions. If you hold shares through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee.
Attending the Special Meeting
All Pershing Gold Stockholders as of the record date for the Special Meeting, or their duly appointed proxies, may attend the Special Meeting. If you are not a Pershing Gold Stockholder of record but hold shares through a broker, bank or other holder of record (i.e., in street name) and wish to attend the Special
56

TABLE OF CONTENTS
Meeting, you will need to provide proof of beneficial ownership on the record date for the Special Meeting, such as your most recent account statement as of the record date for the Special Meeting, a copy of the voting instruction card provided by your broker, bank or other holder of record, or other similar evidence of ownership. Registration and seating will begin at 9:00 am, Mountain time. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting.
Voting of Proxies by Holders of Record
If your shares are registered directly in your name with Pershing Gold’s transfer agent, Computershare Investor Services, Inc., you are considered, with respect to those shares, to be the Pershing Gold Stockholder of record, and Pershing Gold has sent the proxy statement/prospectus directly to you. As the Pershing Gold Stockholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the Special Meeting. You may vote by proxy by filling out the proxy card included with the materials, by voting online or by calling the number found on the proxy card.
If you are a Pershing Gold Stockholder of record, you may vote by proxy using the enclosed proxy card, by Internet by visiting the website that appears on the proxy card, by telephone by calling the number that appears on the proxy card, or in person at the Special Meeting. To ensure that your vote is counted, even if you plan to attend the Special Meeting, Pershing Gold recommends that you submit your proxy prior to the Special Meeting as described below so that your vote will be counted if you later decide not to attend the Special Meeting.
To vote your shares of Pershing Gold Common Stock or Series E Preferred Stock by using the enclosed proxy card, please fill out the proxy card included with the materials, or call the toll-free number or visit the website found on the proxy card.
Stockholders Sharing an Address
The bank, broker or other nominee for any Pershing Gold Stockholder who is a beneficial owner, but not the record holder, of the Pershing Gold’s shares may deliver only one copy of the proxy statement/​prospectus to multiple Pershing Gold Stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the Pershing Gold Stockholders. Pershing Gold will deliver promptly, upon written or oral request, a separate copy of the proxy statement/​prospectus to a Pershing Gold Stockholder at a shared address to which a single copy of the document was delivered. Stockholders who wish to receive a separate copy of the proxy statement/prospectus now, or proxy statements in the future, should write to: Pershing Gold Corporation, 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, Colorado 80401, Attention: Corporate Secretary. Beneficial owners sharing an address who are receiving multiple copies of the proxy statement/prospectus and wish to receive a single copy of proxy statements in the future will need to contact their broker, bank or other nominee to request that only a single copy be mailed to all Pershing Gold Stockholders at the shared address in the future.
Revocability of Proxy; Changing Your Vote
Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the Special Meeting.
If you are a Pershing Gold Stockholder of record, you can do this by (1) delivering a written notice of your revocation to Pershing Gold’s Corporate Secretary at our principal executive office located at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401; (2) executing and delivering a later dated proxy card; or (3) by the Internet or telephone by following the voting instructions provided in the Notice of Special Meeting of Stockholders. In addition, the powers of the proxy holders to vote your stock will be suspended if you attend the Special Meeting in person and so request, although attendance at the Special Meeting will not by itself revoke a previously granted proxy.
If you hold your Pershing Gold shares in “street name” through a broker, bank or other nominee, you must follow the directions you receive from your broker, bank or other nominee in order to revoke or change your vote.
57

TABLE OF CONTENTS
Adjournments and Postponements
Although it is not currently expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment may be made without notice, other than by an announcement made at the Special Meeting of the time, date and place of the adjourned Special Meeting. For the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there is an insufficient number of votes at the time of such adjournment to approve the Transaction, you may vote FOR, AGAINST or ABSTAIN. Abstentions and broker non-votes will count for the purpose of determining whether a quorum is present at the Special Meeting. However, broker non-votes and abstentions will not count as shares entitled to vote on the adjournment proposal. As a result, abstentions and broker non-votes will not have any effect on the vote to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the Transaction. Any signed proxies received by Pershing Gold for which no voting instructions are provided on such matter will be voted “FOR” the adjournment proposal. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow Pershing Gold Stockholders who have already sent in their proxies to revoke them at any time prior to the Special Meeting as adjourned. See “Proposal Three — Approval of the Adjournment of the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies” on page 145.
At any time prior to convening the Special Meeting, the Special Meeting may be postponed for any reason without the approval of the Pershing Gold Stockholders. If postponed, Pershing Gold will publicly announce the new Special Meeting date. Although it is not currently expected, Pershing Gold may postpone the Special Meeting for the purpose of soliciting additional proxies if Pershing Gold concludes that by the date of the Special Meeting it is reasonably likely that Pershing Gold will not have received sufficient proxies to constitute a quorum or sufficient votes for approval of the Transaction. Similar to adjournments, any postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Pershing Gold Stockholders who have already sent in their proxies to revoke them at any time prior to the Special Meeting, as postponed.
Shares Held in Street Name
If your Pershing Gold shares are held in a brokerage account, or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by the holder of record together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote and are also invited to attend the Special Meeting.
If you are a beneficial owner of Pershing Gold shares registered in the name of your broker, bank, or other agent, you should have received from that organization, rather than from Pershing Gold, a voting instruction card with these proxy materials. You may vote by submitting voting instructions to your broker, bank or other holder of record. For directions on how to vote, please refer to the voting instruction card provided by your broker, bank or other holder of record.
You may vote in person at the Special Meeting only if you obtain a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares. Even if you plan to attend the Special Meeting, Pershing Gold recommends that you submit your voting instructions to the record holder prior to the Special Meeting as described above so that your vote will be counted if you later decide not to attend the Special Meeting.
Solicitation of Proxies
The cost of this proxy solicitation will be borne by Pershing Gold. In addition to solicitation by mail, Pershing Gold’s officers, directors and employees may solicit proxies by telephone, email, or in person. Pershing Gold will also request banks and brokers to solicit their customers who have a beneficial interest in Pershing Gold Common Stock registered in the names of nominees, and it may reimburse banks and brokers for their reasonable out-of-pocket expenses in so doing.
Stockholders should not send stock certificates with their proxies. If approved, a letter of transmittal and instructions for the surrender of Pershing Gold Common Stock certificates will be mailed to Pershing Gold Stockholders shortly after the completion of the Transaction.
58

TABLE OF CONTENTS
PROPOSAL ONE — THE TRANSACTION
The following is a discussion of the proposed Transaction and the Merger Agreement. This is a summary only and may not contain all of the information that is important to a reader. This summary is subject to, and qualified in its entirety by reference to the Merger Agreement a copy of which is attached to this proxy statement/prospectus as Annex A. Pershing Gold Stockholders are urged to read this entire proxy statement/prospectus carefully, including the Merger Agreement, for a more complete understanding of the Transaction.
The Pershing Gold board of directors unanimously recommends that you vote “FOR” the approval of the Transaction.
Effects of the Transaction
In order to effect the acquisition of Pershing Gold by Americas Silver, Merger Sub will merge with and into Pershing Gold in accordance with the plan of merger set forth in the Merger Agreement. Pershing Gold will be the surviving corporation in the Merger and will become a wholly-owned subsidiary of Americas Silver.
Transaction Consideration
Pursuant to the Merger Agreement, at the Effective Time:
(a)
each issued and outstanding share of Pershing Gold Common Stock will be cancelled and extinguished and automatically converted into the right to receive 0.715 of an Americas Silver Common Share, which is the Common Stock Exchange Ratio; and
(b)
holders of Series E Preferred Stock will be given the option to
(i)
convert their shares of Series E Preferred Stock into Pershing Gold Common Stock immediately before the closing and exchange those shares of Pershing Gold Common Stock for Americas Silver Common Shares at the Common Stock Exchange Ratio, or
(ii)
exchange their Series E Preferred Stock for Americas Silver Preferred Shares at a ratio of 461.440 Americas Silver Preferred Shares for each share of Series E Preferred Stock, which is the Preferred Stock Exchange Ratio, provided that holders of Series E Preferred Stock who have properly and validly exercised and perfected their right to dissent will not have their shares of Series E Preferred Stock so converted or exchanged, but rather, will be entitled to have their shares of Series E Preferred Stock purchased for cash at the fair value of such shares determined in accordance with Sections 92A.460 through 92A.500 of the NRS.
If a holder of Series E Preferred Stock does not make an election in their letter of transmittal, such holder of Series E Preferred Stock will be deemed to have elected to receive Americas Silver Common Shares.
Americas Silver Preferred Shares
Under the current Americas Silver’s Articles, there are no preferred shares authorized for issuance. In order to finance the portion of the Transaction Consideration payable to Series E Preferred Stockholders who elect to receive Americas Silver Preferred Shares in connection with the Transaction, Americas Silver intends, subject to the requisite approval by the shareholders of Americas Silver, to amend the Americas Silver Articles to create a new class of non-voting convertible preferred shares, being the Americas Silver Preferred Shares. Americas Silver may issue up to 4,128,042 Americas Silver Preferred Shares in connection with the Transaction. Under the proposed terms of the Americas Silver Preferred Shares, each Americas Silver Preferred Share is convertible at the holder’s option, without the payment of any additional consideration by the holder thereof, initially into one (1) Americas Silver Common Share based on the initial conversion ratio (the “Initial Conversion Ratio”), subject to adjustment. The Americas Silver Preferred Shares will be automatically converted into Common Shares at the Conversion Ratio, without the payment of any additional consideration by the holder thereof, upon the occurrence of the Automatic Conversion Event (as hereinafter defined).
59

TABLE OF CONTENTS
The Americas Silver Preferred Shares are expected to include the following attributes. The following is a summary and is not intended to be complete and is qualified in its entirety by the full text of the Americas Silver Preferred Share Terms set out as Annex F to this proxy statement/prospectus:
(a)
Conversion at the option of the holder — the Americas Silver Preferred Shares are convertible in whole or in part by a holder at the then applicable Conversion Ratio (hereinafter defined), without the payment of any additional consideration by the holder thereof, by tendering to Americas Silver the requisite notice of conversion.
(b)
Conversion Ratio — the Conversion Ratio represents the number of Americas Silver Common Shares which shall be issued to the holder of the relevant Americas Silver Preferred Shares in respect of each Preferred Share upon exercise of the conversion right (the “Conversion Ratio”). The Conversion Ratio in effect on the date of issuance of the Americas Silver Preferred Shares (the “Issue Date”) shall be the Initial Conversion Ratio.
(c)
Automatic conversion — Americas Silver Preferred Shares shall automatically be converted into Americas Silver Common Shares at the Conversion Ratio, without the payment of any additional consideration by the holder thereof, upon the occurrence of the Automatic Conversion Event. The automatic conversion of Americas Silver Preferred Shares into Americas Silver Common Shares pursuant to an Automatic Conversion Event shall be deemed made immediately prior to (and conditioned upon) the occurrence of the Automatic Conversion Event, and the person(s) entitled to receive the Americas Silver Common Shares issuable upon such automatic conversion shall be treated for all purposes as the record holder or holders of such Americas Silver Common Shares on such date.
(d)
Voting rights — Subject to the CBCA, the holders of the Americas Silver Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the Americas Silver Shareholders or to vote at any such meeting.
(e)
Dividends — Americas Silver shall not declare, pay or set aside any dividends on the Americas Silver Common Shares or any class or series of shares convertible into Americas Silver Common Shares (other than dividends on Americas Silver Common Shares payable in Americas Silver Common Shares) unless the holders of the Americas Silver Preferred Shares then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding Americas Silver Preferred Share in an amount at least equal to the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Americas Silver Common Shares.
(f)
Beneficial Ownership Limitation — Americas Silver shall not affect any conversion of Americas Silver Preferred Shares at the option of the holder, and a holder of Americas Silver Preferred Shares shall not have the right to convert any portion of Americas Silver Preferred Shares held by such holder, to the extent that, after giving effect to the conversion set forth on the applicable notice of conversion, such holder (together with such holder’s Affiliates, and any persons acting as a group together with such holder or any of such holder’s Affiliates) would beneficially own or control in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this limitation, the number of Americas Silver Common Shares beneficially owned or controlled by such holder and its Affiliates shall include the number of Americas Silver Common Shares issuable upon conversion of the Americas Silver Preferred Shares with respect to which such determination is being made, but shall exclude the number of Americas Silver Common Shares which are issuable upon (i) conversion of the remaining, unconverted Americas Silver Preferred Shares beneficially owned by such holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Americas Silver subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such holder or any of its Affiliates.
(g)
Distribution rights — In the event of the liquidation, dissolution or winding up of Americas Silver, or any return of capital, or any other distribution of assets of Americas Silver among the Americas Silver Shareholders for purposes of winding up its affairs, whether voluntary or involuntary, the Americas Silver Preferred Shares shall rank pari passu with the Americas Silver Common Shares.
60

TABLE OF CONTENTS
(h)
Anti-dilution — In the event the Americas Silver Preferred Shares or the Americas Silver Common Shares are at any time subdivided, consolidated or changed into a greater or lesser number of shares of the same or another class, an appropriate adjustment shall be made in the rights and conditions attached to the Americas Silver Preferred Shares so as to maintain the relative rights of the holders of such shares, and Americas Silver shall promptly deliver to each holder of record of Americas Silver Preferred Shares a notice setting forth the applicable adjustment.
For the purposes of this section, “Americas Silver Preferred Shares” the following words and phrases shall have the following meanings:
Affiliate” has the meaning ascribed to it in Rule 405 under the Securities Act.
Automatic Conversion Event” means the first to occur of:
(a)
there being no holder of Americas Silver Preferred Shares whose Fully Diluted Ownership Percentage equals or exceeds five percent (5%); and
(b)
the consummation of a Change of Control;
Beneficial Ownership Limitation” shall be 4.99% of the number of Americas Silver Common Shares outstanding immediately after giving effect to the issuance of Americas Silver Common Shares issuable upon conversion of the Americas Silver Preferred Shares held by the applicable holder, provided that a holder of the Americas Silver Preferred Shares may, upon not less than 61 days’ prior written notice, increase or decrease the Beneficial Ownership Limitation applicable to its Americas Silver Preferred Shares.
Change of Control” means, in relation to Americas Silver:
(a)
a merger, amalgamation, arrangement or other transaction or series of related transactions resulting in the combination of Americas Silver with or into another entity, where the holders of Americas Silver Common Shares immediately prior to any such transaction, directly or indirectly, do not continue to hold more than a 50% voting interest in (i) the continuing or surviving entity immediately following such transaction, or (ii) if the continuing or surviving entity is a wholly-owned subsidiary of another person immediately following such transaction, the controlling person of such continuing or surviving entity;
(b)
the sale, lease, license, transfer or other disposition of all or substantially all of Americas Silver assets (other than to an affiliate of Americas Silver); or
(c)
a transaction, or series of related transactions, as a result of which any person or group of affiliated persons becomes the beneficial owner, directly or indirectly, of securities of Americas Silver representing at least 50% of the total voting power represented by Americas Silver’s then outstanding voting securities.
Fully Diluted Ownership Percentage” means, with respect to any holder of Americas Silver Preferred Shares, as of any date of determination, an amount, expressed as a percentage, equal to the sum of  (A) the number of Americas Silver Common Shares such holder would be entitled to receive if all of such holder’s Americas Silver Preferred Shares were converted into Americas Silver Common Shares on such date at the Conversion Ratio and (B) the number of Americas Silver Common Shares held by such holder on such date divided by the sum of  (A) the aggregate number of Americas Silver Common Shares issuable upon conversion into Americas Silver Common Shares of all Americas Silver Preferred Shares outstanding on such date and (B) the aggregate number of Americas Silver Common Shares outstanding on such date.
The Americas Silver Preferred Shares will not be listed on any exchange but will be freely transferable at the option of a holder (subject only to applicable securities laws limitations). The holders of the Americas Silver Preferred Shares shall not have the right to vote at any meeting of shareholders except as otherwise required by the CBCA, by law or as may be required by an order of a court of competent jurisdiction.
The Transaction cannot be completed unless the Americas Silver Shareholders approve by special resolution the amendment to Americas Silver Articles to create the Americas Silver Preferred Shares at a special meeting of the Americas Silver Shareholders.
61

TABLE OF CONTENTS
Background of the Transaction
The Merger Agreement is the result of arm’s length negotiations between representatives of Americas Silver and Pershing Gold and their respective legal and financial advisors. The following is a summary description of the background, including meetings and deliberations, leading up to the announcement of the Transaction, as well as a summary of the alternatives to the Transaction that were considered by the Pershing Gold board of directors.
The Pershing Gold board of directors, including Pershing Gold’s Chief Executive Officer, regularly reviews and considers various strategic alternatives available to Pershing Gold, including, from time to time, whether the continued execution of Pershing Gold’s strategy as a stand-alone company or the possible sale of Pershing Gold to, or a combination of Pershing Gold with, a third party would offer the best avenue to maximize stockholder value.
Likewise, the Americas Silver board of directors and the senior management team of Americas Silver regularly discuss opportunities intended to enhance value for Americas Silver Shareholders. As part of its strategic planning process, Americas Silver’s management regularly considers and evaluates business and strategic opportunities, including reviewing the activities and assets of other mining, development and exploration companies to identify and investigate prospective transactions that could complement Americas Silver’s existing operations, development and operating expertise and capabilities and support its strategic growth plans. In connection with the foregoing, Americas Silver regularly discusses such matters with financial advisors, including Trinity Capital Partners (“Trinity”) to, among other things, review potential acquisition opportunities. Americas Silver verbally engaged Trinity on September 5, 2018 to provide advisory services in respect of the Transaction, and subsequently entered into a formal advisory engagement in respect of the Transaction effective September 28, 2018.
Significant efforts were made by Pershing Gold during the past five years to obtain sufficient financing in order to bring the Relief Canyon project into production. Based on a preliminary feasibility study and subsequent full feasibility study for the Relief Canyon project, Pershing Gold estimated that it would require approximately $35 million in initial capital expenditures and working capital expenses in order to begin production. Since the beginning of 2014, Pershing Gold contacted numerous potential financing sources, and ultimately entered into non-disclosure agreements with approximately 14 counterparties.
Several of these relationships developed into detailed negotiations for potential financing arrangements. For example, in November 2016, Pershing Gold signed a non-binding letter of intent with an institutional investor in the mining industry which contained indicative terms for a $20 million credit facility to be used to advance Relief Canyon to production. As a condition to such borrowing, Pershing Gold would have been required to raise equity financing in an amount not less than the amount drawn. After further negotiations, Pershing Gold and the counterparty decided not to enter into a binding agreement.
During the second half of 2017, Pershing Gold intensified its efforts to obtain financing for the Relief Canyon project, engaging in discussions with multiple counterparties. A variety of potential financing arrangements were considered. For example, one counterparty proposed the forward sale of a specified number of ounces of future production from the Relief Canyon mine together with a perpetual net smelter returns royalty in exchange for initial funding of approximately $17.5 million. A second counterparty proposed a forward sale of a specified number of ounces in exchange for payments to Pershing Gold in the amount of approximately $30.0 million. And another counterparty proposed a senior secured gold loan payable by delivery of ounces from production of the Relief Canyon mine. Although in each case Pershing Gold pursued negotiations with the applicable counterparty, none of those opportunities were viewed as favorable by the Pershing Gold board of directors or management team and did not develop beyond initial negotiations.
In November 2017, Pershing Gold began negotiations with a different financing institution on a proposed financing that would include a cash payment to Pershing Gold of approximately $25.0 million in exchange for the delivery of a specified number of future ounces from the Relief Canyon mine and a perpetual variable gold stream, as well as an additional $7.0 million in convertible secured debt. The proposed counterparty began detailed due diligence on the Relief Canyon mine and the parties continued detailed negotiations through July 2018. Despite these efforts, no definitive agreements were ever finalized or executed.
62

TABLE OF CONTENTS
In May 2018, Pershing Gold received a term sheet from Trinity and a significant independent investor in the mining industry (the “Private Investor”) with a proposal for a substantial equity investment. The proposal initially contemplated that Trinity and the Private Investor would acquire approximately 19.9% of Pershing Gold’s outstanding voting shares, including the possible acquisition of some portion of the outstanding Series E Preferred Stock. In June 2018, Pershing Gold executed a non-binding letter of intent and the Private Investor began detailed due diligence activities. The exclusivity period under the non-binding letter of intent expired on July 16, 2018. Although the parties advanced definitive agreements with respect to this investment during August 2018, no agreements were ever finalized or executed.
Following its acquisition of the Relief Canyon project, and concurrent with its efforts to identify financing for the project, Pershing Gold has spent considerable time soliciting potential parties interested in acquiring Pershing Gold. Since the beginning of 2013, Pershing Gold has had communications with numerous potential acquisition partners, and ultimately entered into non-disclosure agreements with approximately 14 counterparties in order to present detailed information regarding Pershing Gold and the Relief Canyon project. Each of those counterparties reviewed due diligence information regarding Pershing Gold and the Relief Canyon project and many of them visited the Relief Canyon project on one or more occasions. As the Relief Canyon project advanced and key milestones were achieved, many of those counterparties renewed discussions and diligence efforts. In 2013, Pershing Gold entered into negotiations with a large mining company regarding a potential acquisition of Pershing Gold; however, those discussions terminated without a transaction being consummated.
The respective management teams of Americas Silver and Pershing Gold first met one another in September 2017 at the Precious Metals Summit in Beaver Creek, Colorado. Americas Silver’s representatives included its Chairman, its Chief Executive Officer and its Chief Legal Officer and Pershing Gold was represented by its Chief Executive Officer. These discussions resulted in the execution by the parties of a Non-Disclosure and Standstill Agreement on September 28, 2017 (the “Pershing Gold/Americas Silver NDA”) in order to facilitate mutual due diligence and further discussions regarding a possible business combination. Following the execution of the Pershing Gold/Americas Silver NDA, Americas Silver conducted an initial review of certain technical information made available by Pershing Gold. Based on this preliminary analysis, management of Americas Silver concluded that a potential business combination remained an attractive opportunity for strategic growth and asset diversification and should be assessed further. The parties did not significantly advance discussions at that time or come to any agreement regarding the terms of a potential transaction.
In June 2017, a Canadian investment bank (the “Initial Pershing Gold Advisor”) introduced Pershing Gold to a publicly-traded junior mining company (“Company A”). Pershing Gold signed a non-disclosure and standstill agreement with Company A, which immediately began due diligence activities. In late 2017, Company A ceased due diligence activities and terminated consideration of a potential transaction. In July 2018, Company A contacted the Initial Pershing Gold Advisor and re-engaged with Pershing Gold with respect to a potential transaction. The parties signed a new non-disclosure agreement that same month.
In July 2018, Americas Silver’s Chief Executive Officer was contacted by an investment bank regarding Pershing Gold. The investment bank facilitated a discussion in July 2018 between Americas Silver’s Chief Executive Officer and the Significant Stockholder, who is Pershing Gold’s largest stockholder and who was at that time a member of the Pershing Gold board of directors, regarding the recently released Feasibility Study for the Relief Canyon mine and the general prospects for Pershing Gold. Americas Silver renewed its review of Pershing Gold’s data room materials, management for Pershing Gold and Americas Silver had further discussions at this time and Americas Silver undertook further due diligence on the Relief Canyon Project. Americas Silver’s activities continued into August 2018, with Americas Silver conducting additional due diligence and evaluation of Pershing Gold. Multiple due diligence conference calls involving management personnel and external consultants of Pershing Gold and Americas Silver were held in late August 2018. On August 24, 2018, Americas Silver’s Chief Executive Officer and Pershing Gold’s Chief Executive Officer discussed Americas Silver’s due diligence efforts and other matters. No discussion was held regarding the potential terms of a transaction. The Americas Silver board of directors was provided updates by management at meetings held in late August 2018 and early September 2018 at which the Americas Silver board of directors authorized management to pursue the evaluation, and negotiation of a potential transaction with Pershing Gold.
63

TABLE OF CONTENTS
On August 24, 2018, Company A sent to the Initial Pershing Gold Advisor a non-binding letter of intent for the acquisition of Pershing Gold in exchange for common stock of Company A. The Initial Pershing Gold Advisor forwarded the letter of intent to Pershing Gold the same day. The common stock proposed as consideration by Company A implied an “at-market” exchange, with the value of the proposed consideration from Company A approximately the same as the then-trading price of Pershing Gold Common Stock. In addition, Company A proposed to exchange the Series E Preferred Stock of Pershing Gold for an unsecured convertible debenture of Company A, with a two-year maturity and an interest rate of 6.0% per annum. Company A also proposed to lend to Pershing Gold up to $3.0 million following execution of the definitive agreement in order to fund Pershing Gold’s working capital needs.
Over the course of the next several days, further discussions were held among Pershing Gold’s Chief Executive Officer, the Pershing Gold Initial Advisor, the Significant Stockholder (who was still then a member of the Pershing Gold board of directors) and the management and financial advisors of Company A, which resulted in a modestly improved exchange ratio proposal from Company A. The new exchange ratio implied a premium to the then-trading price of the Pershing Gold Common Stock.
On August 28, 2018, the Pershing Gold board of directors, together with its outside legal counsel and the Initial Pershing Gold Advisor (although not yet formally retained), met to consider the proposal from Company A. The Initial Pershing Gold Advisor presented a preliminary evaluation of the transaction. Following discussion, the board authorized Pershing Gold’s senior management to execute a non-binding letter of intent which included a period of exclusivity through September 19, 2018 during which time Pershing Gold agreed to negotiate exclusively with Company A and not solicit any alternative transactions, including financing transactions. On the same date, Pershing Gold executed the non-binding letter of intent with Company A.
Following execution of the non-binding letter of intent, Company A and its advisors initiated more comprehensive due diligence activities.
On August 29, 2018, the Significant Stockholder resigned from the Pershing Gold board of directors, effective immediately.
Also on August 29, 2018, Pershing Gold’s management informed Private Investor, Americas Silver, Trinity, and all other parties with access to the Pershing Gold data room, that Pershing Gold was suspending further discussions regarding any potential transaction.
Numerous conversations were held among Pershing Gold’s management and management for Company A over the course of the first two weeks of September 2018, including discussions regarding due diligence matters, the transition of employees at Relief Canyon and the terms of definitive agreements.
The initial draft of the proposed merger agreement was circulated by legal counsel to Company A during the first week of September and the parties and their respective legal counsel began negotiating the terms of the agreement.
On September 8, 2018, Pershing Gold’s Chief Executive Officer received a telephone call from a representative of Trinity. During that call, the Trinity representative indicated that Americas Silver wished to make a proposal to acquire Pershing Gold and would like to meet to discuss. That same day, Pershing Gold’s Chief Executive Officer advised Trinity it was unable to discuss any proposal from Americas Silver at that time.
On September 10, 2018, the chairman of the Americas Silver board of directors sent an email to Pershing Gold’s Chief Executive Officer to request a meeting to discuss a potential transaction. Pershing Gold’s Chief Executive Officer declined to meet at that time.
A meeting occurred in New York on September 11, 2018 between Americas Silver’s Chief Executive Officer and the Significant Stockholder, who was no longer a member of the Pershing Gold board of directors. This meeting was also attended by a representative of Trinity. During this meeting, Americas Silver and the Significant Stockholder discussed Pershing Gold.
On September 12, 2018, the Initial Pershing Gold Advisor advised Pershing Gold that it was withdrawing from its proposed engagement as the financial advisor to Pershing Gold. Over the course of the next two days, Pershing Gold’s Chief Executive Officer contacted several firms to discuss an engagement to provide advisory services and render a fairness opinion to Pershing Gold in connection with a potential transaction.
64

TABLE OF CONTENTS
Also, on September 12, 2018, the Pershing Gold board of directors and its legal counsel held a meeting to receive an update on the proposed transaction with Company A.
On September 13, 2018, Pershing Gold’s Chief Executive Officer spoke to the chairman of Americas Silver to inform him that he was unable to meet with him to discuss Americas Silver’s proposal.
On September 14, 2018, America’s Silver Chief Executive Officer sent to Pershing Gold’s Chief Executive Officer by e-mail a draft of an unsolicited non-binding letter of intent for the acquisition of Pershing Gold in exchange for shares of Americas Silver. Pershing Gold’s Chief Executive Officer acknowledged receipt of the email but did not otherwise engage in discussions regarding the proposal.
Also on September 14, 2018, the Significant Stockholder and Pershing Gold’s Chief Executive Officer had a telephone call during which the Significant Stockholder noted that he had a meeting earlier that week with Americas Silver.
Following discussions with several different potential financial advisors, Pershing Gold selected Canaccord as its financial advisor on September 18, 2018.
On September 18, 2018, the Pershing Gold board of directors, together with its legal counsel, held a meeting to receive an update on the progress of discussions with Company A. At that meeting, the board also formally approved the engagement of Canaccord as its financial advisor. The board further discussed the unsolicited proposal from Americas Silver and instructed Pershing Gold’s senior management and Canaccord to initiate discussions with Americas Silver upon termination of the exclusivity period with Company A.
The exclusivity period with Company A expired at the end of the day on September 19, 2018. Canaccord contacted Company A on that day and informed them that Pershing Gold was not willing to extend the exclusivity period but remained interested in discussing a potential transaction. Company A informed Canaccord that it would not continue to negotiate without an extension of the exclusivity period.
On September 19, 2018, Pershing Gold executed a mutual non-disclosure agreement with the Significant Stockholder in order to enable them to share information regarding their discussions with Company A as well as Americas Silver.
On the morning of September 20, 2018, representatives of Americas Silver and Pershing Gold, who were already present at the Precious Metals Summit in Beaver Creek, Colorado, met in person to discuss a potential transaction. Later that morning, they were joined by their respective financial advisors. Americas Silver provided Pershing Gold with a presentation which contained indicative terms outlining an all-share premium acquisition by Americas Silver (including all Series E Preferred Stock), which would not be subject to financing or due diligence conditions, along with the terms of a proposed convertible loan to be provided to Pershing Gold in order to provide it with interim period working capital financing to address its near-term working capital requirements, including permit advancements, ongoing property maintenance and corporate requirements. The parties reconvened in the afternoon of September 20, 2018 for further discussions.
On September 21, 2018, several discussions took place among the principals and financial advisors of Americas Silver and Pershing Gold, where further terms were discussed, including those contained in a non-binding letter of intent and indicative term sheet (the “Letter of Intent”), delivered by Americas Silver, which Americas Silver advised it would be willing to immediately execute. Over the course of that day the terms of the Letter of Intent were negotiated by the parties and their respective advisors.
On September 20 and 21, 2018, representatives of Canaccord spoke with representatives of Company A, who advised Canaccord that Company A would not improve their proposal for the acquisition of Pershing Gold. The financial advisors also spoke with two other parties who had previously expressed interest in the Relief Canyon project, but neither of them expressed the ability or meaningful interest in making a proposal to acquire Pershing Gold.
On September 20 and 21, 2018, Pershing Gold’s Chief Executive Officer spoke separately with each of the members of the Pershing Gold board of directors regarding the proposed Letter of Intent and the status of negotiations with Americas Silver. Based on the feedback received from those discussions, and
65

TABLE OF CONTENTS
after consultation with Pershing Gold’s legal and financial advisors, Pershing Gold agreed to sign the Letter of Intent and enter into a period of exclusive negotiations. The Letter of Intent, which contained the outline of terms for the Merger Agreement and the convertible loan and an exclusivity period until September 28, 2018, was signed on September 21, 2018. In addition, representatives of Americas Silver had discussions with the Significant Stockholder to discuss the terms of an unconditional voting support agreement in favor of the proposed transaction between Americas Silver and Pershing Gold.
On September 22, 2018, the Pershing Gold board of directors, together with its legal and financial advisors, met to discuss the proposed transaction with Americas Silver. Canaccord updated the board on its discussions with other potential counterparties.
The same day, Pershing Gold intensified its due diligence investigation of Americas Silver and its assets. Pershing Gold engaged several independent mining consultants to evaluate Americas Silver’s assets. Pershing Gold’s legal advisors also commenced a legal due diligence review of Americas Silver.
Between September 21 and 28, 2018, senior executives of both parties and their lawyers convened multiple meetings and phone calls to discuss certain due diligence matters and finalize the terms of the transaction. On September 27, 2018, senior executives of both parties convened in person in Denver. The Merger Agreement and the convertible loan and the issuance of the Pershing Gold Debenture were negotiated, though not finalized. During the week commencing September 24, 2018 those documents and others, such as the Pershing Gold D&O Support Agreements, the voting support agreements between Americas Silver and the directors and certain officers of Pershing Gold (the “Americas Silver D&O Support Agreements”), and the Significant Stockholder Support Agreement, were finalized prior to signing.
During this time, Americas Silver finalized a C$5.5 million short-term secured convertible loan with Trinity and Pierre Lassonde in order to fund the proposed convertible loan to Pershing Gold.
On September 23, 2018, a financial advisor was formally engaged by Americas Silver in order to provide it with a fairness opinion in respect of the consideration to be paid in connection with the proposed Transaction.
The Americas Silver board of directors met on September 28, 2018 to consider the transaction merits and parameters including the acquisition exchange ratio and the proposed terms of the Merger Agreement and the convertible loan. Prior to the final Americas Silver board meeting on that date, final presentation materials concerning the proposed acquisition had been circulated to the individual members of the Americas Silver board of directors. The Americas Silver board of directors also had reference to the proposed forms of the Merger Agreement, the convertible loan to Pershing Gold and the related Pershing Gold Debenture, the loan agreement with Trinity and the related Financing Debenture, the Pershing Gold D&O Support Agreements, the Americas Silver D&O Support Agreements, and the Significant Stockholder Support Agreement, and other related documentation. Having discussed the matters at hand, having regard to the best interests of Americas Silver and the Americas Silver Shareholders, and following the receipt of legal and financial advice, including the oral opinion from Americas Silver’s financial advisor that the proposed transaction was fair, from a financial point of view, to Americas Silver Shareholders, the Americas Silver board of directors unanimously determined that the merger was in the best interests of Americas Silver and determined to unanimously support the entry into the Merger Agreement, Pershing Gold D&O Support Agreements, the Significant Stockholder Support Agreement, the Americas Silver D&O Support Agreements, the making of the convertible loan to Pershing Gold, and the entry into the convertible loan with Trinity and related matters. The exchange ratio was formally agreed to by the parties after market close on September 28, 2018, with the support of the Americas Silver board of directors.
The Pershing Gold board of directors met on September 28, 2018 to consider the transaction merits and parameters including the acquisition exchange ratio and the proposed terms of the Merger Agreement and convertible loan with Pershing Gold. Prior to the board meeting, final presentation materials concerning the proposed Transaction, including a financial presentation from Canaccord, a summary of the legal and technical due diligence investigation completed on behalf of Pershing Gold, and a summary of the proposed agreements, had been circulated to the members of the board. The Pershing Gold board of directors also received drafts of the Merger Agreement, the Pershing Gold Debenture and the Pershing Gold D&O Support Agreements and other related documentation. Following discussion by the Pershing
66

TABLE OF CONTENTS
Gold board of directors, including separate deliberation by the independent directors of the board, and following the receipt of legal and financial advice, including the oral opinion from Canaccord that the Common Stock Consideration to be issued to the holders of Pershing Gold Common Stock under the proposed transaction was fair, from a financial point of view, to the holders of Pershing Gold Common Stock, the Pershing Gold board of directors unanimously determined that the Merger was in the best interests of Pershing Gold and the holders of Pershing Gold Common Stock and determined to unanimously support the entry into the Merger Agreement and the convertible loan to Pershing Gold and to recommend the approval of the Transaction to its stockholders. The exchange ratio was formally agreed to by the parties after market close on September 28, 2018, with the support of the Pershing Gold board of directors.
The Merger Agreement, the convertible loan to Pershing Gold evidenced by the Pershing Gold Debenture, the Pershing Gold D&O Support Agreements, the Significant Stockholder Support Agreement, and the Americas Silver D&O Support Agreement were then executed after the close of markets on September 28, 2018, although certain of the Americas Silver D&O Support Agreements and Pershing Gold D&O Support Agreements were not formally executed until September 29 or 30. In addition, the Significant Stockholder Support Agreement was finalized between Americas Silver and the Significant Stockholder and executed after the close of markets on September 28, 2018. The Merger Agreement, the Pershing Gold D&O Support Agreements, the Americas Silver D&O Support Agreements, the Significant Stockholder Support Agreement and the Pershing Gold Debenture were publicly announced by a joint press release by Americas Silver and Pershing Gold on the evening of Sunday, September 30, 2018, before markets opened on October 1, 2018. Americas Silver and Pershing Gold held a joint conference call and webcast on October 1, 2018 at 8:30 a.m. (Toronto time) to discuss, among other things, the merger.
Recommendations of the Americas Silver Board of Directors; Americas Silver’s Reasons for the Transaction
Americas Silver’s board of directors has unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Americas Silver and the Americas Silver Shareholders.
Factors Considered by the Americas Silver Board of Directors
In reaching its decision to approve the Transaction and its recommendation that Americas Silver Shareholders vote in favor of  (i) a special resolution authorizing the amendment of the Americas Silver Articles to create the Americas Silver Preferred Shares and (ii) an ordinary resolution authorizing and approving the Merger Agreement and all transactions contemplated thereby, the Americas Silver board of directors considered the positive results of the due diligence review conducted by management and Americas Silver’s financial, technical and legal advisors, as well as the following background and attributes:

Diversified portfolio of precious metal assets in the Americas:   The Transaction 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 of directors for Americas Silver:   Americas Silver will have a management team and a board of directors with demonstrated experience in financing, acquiring, building and operating open pit and underground mines.

Strong financial position:   Upon completion of the Transaction, Americas Silver expects to receive 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:   Upon completion of the Transaction, Americas Silver is expected to appeal to a broader institutional shareholder base, increase research coverage, and improve share trading liquidity.
67

TABLE OF CONTENTS

Compelling value proposition:   Americas Silver’s board of directors and management believe that, upon completion of the Transaction, Americas Silver will have a leading leverage profile among junior precious metal equities and attractive relative valuation to support a potential future re-valuation.

Receipt of expert advice and fairness opinion.   The Americas Silver board of directors retained and received advice from experienced and qualified financial and legal advisors to assist in evaluating, negotiating and recommending the terms of the Transaction and the Merger Agreement. In addition, Americas Silver’s financial advisor has provided a fairness opinion to the Americas Silver board of directors to the effect that, as of September 28, 2018, and subject to the assumptions, limitations and qualifications set out in the fairness opinion delivered to the Americas Silver board of directors, the Transaction is fair, from a financial point of view, to Americas Silver Shareholders.

Alternatives to the Transaction.   Prior to entering into the Merger Agreement, Americas Silver regularly evaluated business and strategic opportunities with the objective of maximizing shareholder value in a manner consistent with the best interests of the corporation. The Americas Silver board of directors, with the assistance of financial and legal advisors, assessed the alternatives reasonably available to Americas Silver and determined that the Transaction represents the best current prospect for maximizing shareholder value.

Current conditions of the parties were considered.   The respective financial condition, results of operations, businesses, plans and prospects of Americas Silver and Pershing Gold and current industry, economic, market and regulatory conditions were considered.

Likelihood of the Transaction being completed.   The likelihood of the Transaction being completed is considered by the Americas Silver board of directors to be high, in light of the absence of significant closing conditions outside the control of Americas Silver (other than the requisite approvals of Americas Silver Shareholders, the requisite approvals of Pershing Gold Stockholders and clearance by CFIUS) and the Pershing Gold D&O Support Agreements.

Unanimous board approvals and support of both boards of directors, certain officers and the Significant Stockholder:   The boards of directors of both companies have unanimously recommended support for the Transaction. Additionally, the Significant Stockholder Support Agreement in favor of the Transaction, representing support for the Transaction of approximately 31% of the outstanding shares of Pershing Gold Common Stock and 87% of the outstanding shares of Series E Preferred Stock.
A number of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the sections of this proxy statement/prospectus entitled “Cautionary Statement Concerning Forward-Looking Information” at page 51 and “Risk Factors” at page 35.
The Americas Silver board of directors also considered potential uncertainties, risks and adverse factors associated with the Transaction, including, among other things:

as a result of the issuance of the Americas Silver Common Shares and the Americas Silver Preferred Shares in connection with the Transaction, Americas Silver Shareholders will experience a significant degree of dilution in their ownership of Americas Silver which could adversely impact the market price of Americas Silver Common Shares;

Americas Silver may not realize the benefits currently anticipated by Americas Silver due to challenges associated with integrating the properties, operations and personnel of Americas Silver and Pershing Gold and may be subject to significant operating risks associated with its expanded operations and portfolio of projects;

the completion of the Transaction is subject to several conditions that must be satisfied or waived, including Pershing Gold Stockholder approval, Americas Silver Shareholder approval, obtaining CFIUS clearance, and satisfaction of governmental or regulatory conditions, including TSX, NASDAQ and NYSE American approvals;
68

TABLE OF CONTENTS

the Merger Agreement may be terminated by Americas Silver or Pershing Gold in certain circumstances, in which case a termination fee of  $4.0 million or, in certain limited circumstances a $600,000 as expense reimbursement, may be payable by Pershing Gold; and

if the Transaction is not completed, Americas Silver (and the market price for Americas Silver Common Shares) may be adversely affected due to potentially negative market perceptions, including the risk that the Financing Debentures (as defined below under the heading “Agreements Entered into in Connection with the Merger Agreement — Financing Debentures” at page 141) will be accelerated.
The foregoing summary of the information and factors considered by the Americas Silver board of directors is not, and is not intended to be, exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Transaction, the Americas Silver board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to specific factors in reaching its conclusions and recommendations. The recommendations of the Americas Silver board of directors were made after consideration of all of the above-noted factors and in light of their collective knowledge of the business, financial condition and prospects of Pershing Gold, and were also based upon the advice of financial and legal advisors. In addition, individual directors of Americas Silver may have assigned different weights to different factors.
After careful consideration of the Transaction, including the rationale set forth in “Proposal One —  The Transaction — Recommendations of the Americas Silver Board of Directors; Americas Silver’s Reasons for the Transaction” at page 67, the Americas Silver board of directors has unanimously determined that entering into the Merger Agreement and completing the Transaction, on the terms and conditions set out in the Merger Agreement, is in the best interests of Americas Silver and the Americas Silver Shareholders.
The directors and officers of Americas Silver and their associates beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 324,554 Americas Silver Common Shares, representing approximately 0.75% of the outstanding Americas Silver Common Shares. Each of the directors and certain officers of Americas Silver who beneficially own Americas Silver Common Shares have entered into the Americas Silver D&O Support Agreements with Pershing Gold, pursuant to which such directors and officers have agreed to vote all of their Americas Silver Common Shares in favor of each of  (a) the special resolution authorizing the amendment of the Americas Silver Articles to create the Americas Silver Preferred Shares and (b) the ordinary resolution authorizing and approving the Merger Agreement and all transactions contemplated thereby, including the acquisition of the Pershing Gold Common Stock in exchange for Americas Silver Common Shares.
Recommendations of the Pershing Gold Board of Directors; Pershing Gold’s Reasons for the Transaction
On September 28, 2018, at a special meeting of the Pershing Gold board of directors, and after separate deliberation by the independent directors of the board, the Pershing Gold board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Transaction, are advisable and in the best interests of Pershing Gold and the Pershing Gold Stockholders. The Pershing Gold board of directors unanimously recommends that holders of Pershing Gold Common Stock and holders of Series E Preferred Stock vote “FOR” the approval of the Transaction (Proposal One).
In considering the proposed business combination with Americas Silver and in making its determination that the Transaction is advisable and in the best interests of Pershing Gold and the Pershing Gold Stockholders, the Pershing Gold board of directors consulted with its management and financial, legal and other advisors, and considered a variety of factors weighing in favor of or relevant to the Transaction, including the factors discussed below.
69

TABLE OF CONTENTS
Strategic Benefits of the Transaction.   The Pershing Gold board of directors believes that the combination of Pershing Gold and Americas Silver should result in significant strategic benefits to Americas Silver upon completion of the Transaction, which would benefit Pershing Gold and the Pershing Gold Stockholders as Americas Silver Shareholders following completion of the Transaction. These strategic benefits include the following:

The creation of a larger, more diversified company than Pershing Gold currently is alone, with a portfolio of precious metals assets in the Americas, including two currently producing polymetallic mines;

A combined Americas Silver and Pershing Gold will offer the Pershing Gold Stockholders exposure to Americas Silver’s stronger balance sheet, including its larger cash position;

The expected market capitalization, balance sheet and capital structure of Americas Silver following completion of the Transaction relative to Pershing Gold on a stand-alone basis will place Americas Silver following completion of the Transaction in a position to have better access to capital, and at a potentially lower cost, in order to bring the Relief Canyon mine into production;

Following completion of the Transaction, Americas Silver will have a better ability to complete strategically accretive acquisitions that otherwise might not be available to Pershing Gold on a stand-alone basis;

Following completion of the Transaction, Americas Silver will likely appeal to a broader institutional shareholder base, attract increased research coverage and result in improved trading liquidity;

The aggregate value of the Transaction consideration to be received by Pershing Gold Stockholders in the Transaction; and

The opportunity for Pershing Gold Stockholders to participate in Americas Silver following completion of the Transaction with an experienced management team with demonstrated expertise in financing, acquiring, building and operating open pit and underground mines in the Americas.
Financial Benefits of the Transaction.   The Pershing Gold board of directors believes that the combination of Pershing Gold and Americas Silver should result in significant financial benefits to the Pershing Gold Stockholders. These financial benefits include the following:

The fact that the Common Stock Exchange Ratio of Americas Silver Common Shares for each share of Pershing Gold Common Stock represented a substantial premium to the market price of the Pershing Gold Common Stock based on the trading price, with specific consideration to the following factors:

the Common Stock Exchange Ratio represents a 39% premium for Pershing Gold Stockholders based on the September 28, 2018 closing prices of Pershing Gold and Americas Silver on NASDAQ and the NYSE American, respectively;

the Common Stock Exchange Ratio represents a 39% premium for Pershing Gold Stockholders based on the 10-day volume-weighted average prices of Pershing Gold and Americas Silver on NASDAQ and the NYSE American, respectively, through to September 28, 2018;

the Common Stock Exchange Ratio is fixed and will not fluctuate based upon changes in the market price of Pershing Gold or Americas Silver Common Shares between the date of the Merger Agreement and the date of the consummation of the Transaction, and accordingly Pershing Gold Stockholders are protected from any decline in the Pershing Gold share price as compared to the Americas Silver Common Share price;
70

TABLE OF CONTENTS

A combined Americas Silver and Pershing Gold will allow Pershing Gold Stockholders to own shares in a combined entity that will have significantly larger market capitalization, with the following associated benefits, each of which offer the opportunity of increased demand and liquidity for the Americas Silver Common Shares following completion of the Transaction:

following the completion of the Transaction, the Americas Silver Common Shares have the potential for increased trading liquidity on the basis of the larger market capitalization of Americas Silver upon completion of the Transaction;

a combined Americas Silver and Pershing Gold has the potential for increased analyst coverage based on its larger capitalization;

a combined Americas Silver and Pershing Gold has the potential for better stock exchange index weighting;

The approximate 36.5% ownership position of the Pershing Gold Stockholders in Americas Silver upon completion of the Transaction;

A combined Americas Silver and Pershing Gold will have a stronger balance sheet compared to Pershing Gold on a stand-alone basis, and specifically the combined entity will have a stronger working capital position following the Transaction than Pershing Gold on a stand-alone basis, giving it potentially greater access to capital markets and better flexibility in financing;

The significant value to Pershing Gold Stockholders represented by the revenues and cash flow of Americas Silver following completion of the Transaction; and

The views of Pershing Gold’s management as to the expected realization of synergies by Americas Silver following completion of the Transaction.
Other Factors Considered.   During the course of its deliberations relating to the Transaction, the Pershing Gold board of directors considered the following factors in addition to the benefits described above:

The financial analysis reviewed and discussed with the Pershing Gold board of directors by representatives of Canaccord as well as the fairness opinion rendered by Canaccord to the Pershing Gold board of directors, to the effect that, as of September 28, 2018 and based upon and subject to the various considerations and limitations set forth in Canaccord’s opinion, the consideration to be received by holders of Pershing Gold Common Stock in their capacity as such pursuant to the proposed Merger Agreement was fair, from a financial point of view, to such holders;

The Pershing Gold board of directors’ and management’s analysis and understanding of the business, operations, financial performance, financial condition, liquidity, strategy and future prospects of Pershing Gold on a stand-alone basis, including the ability of Pershing Gold to complete future financings, and the assessment, based on such analysis and understanding, that the Transaction would be more favorable to Pershing Gold and the Pershing Gold Stockholders in the long-term in light of the potential risks and uncertainties associated with Pershing Gold continuing to operate as a stand-alone entity;

The positive results of the due diligence investigations of Americas Silver by management of Pershing Gold in consultation with its technical, financial and legal advisors, which included technical, financial and legal due diligence;

The fact that the Merger Agreement does not preclude a third party from making a proposal for an acquisition of or business combination with Pershing Gold and that, under certain circumstances more fully described in the section “The Agreement and Plan of Merger —  Non-Solicitation and Acquisition Proposals” beginning on page 130 of this proxy statement/​prospectus, Pershing Gold may provide information to and negotiate with such third party and the Pershing Gold board may change its recommendation to Pershing Gold Stockholders regarding the Transaction with Americas Silver; and
71

TABLE OF CONTENTS

Pershing Gold’s need for additional near-term financing to fund working capital, as well as the anticipated cost and dilutive nature of any such financing, and Pershing Gold’s difficulty raising sufficient capital on a stand-alone basis in order to bring the Relief Canyon mine into production, as well as the likely increased cost of such capital.
The Pershing Gold board of directors weighed these factors against a number of uncertainties, risks and potentially negative factors relevant to the Transaction, including:

The fact that completion of the Transaction would preclude Pershing Gold from completing an alternate transaction subject to certain exceptions provided for in the Merger Agreement, such as (i) an acquisition transaction in which Pershing Gold would be acquired by another company, (ii) a lateral business combination or merger with a like-sized industry peer, and/or (iii) completion of acquisitions by Pershing Gold in order to grow in size. The board considered the likelihood of completion by Pershing Gold of such alternate transactions and the probability as to whether any of these transactions would result in an accretion in value to the Pershing Gold Stockholders that would be greater than the premium offered in the Transaction;

The fact that the completion of the Transaction would preclude Pershing Gold from continuing its operations on a “status quo” basis and in particular the ability of Pershing Gold to obtain sufficient financing to bring the Relief Canyon mine into production on a stand-alone basis;

The risk that anticipated operating synergies and cost savings may not be achieved or may take longer to achieve than anticipated;

The fact that most of Americas Silver operating revenue is dependent on the San Rafael Mine, which began producing within the past year;

The additional risks and challenges posed by conducting operations in Mexico, which is the location of Americas Silver’s Cosalá Operations;

The operational and labor challenges encountered at Americas Silver’s Galena Complex during 2018;

The fact that continued operation and expansion of Americas Silver’s existing mines will require substantial capital investment by the combined company;

The current and long-term liabilities of Americas Silver and the projected cash flow that will be necessary in order to satisfy those liabilities;

The fact that because the Transaction consideration is a fixed Common Stock Exchange Ratio of Americas Silver Common Shares to shares of Pershing Gold Common Stock, Pershing Gold Stockholders could be adversely affected by a decrease in the trading price of Americas Silver Common Shares, relative to the trading price of Pershing Gold Common Stock, during the period leading up to the completion of the Transaction and the fact that the Merger Agreement does not provide Pershing Gold with a price-based termination right or similar protection;

The fact that the voting support agreements (particularly the unconditional Significant Stockholder Support Agreement) and certain provisions of the Merger Agreement may have the effect of discouraging alternative acquisition transactions involving Pershing Gold, including: (1) the restrictions on Pershing Gold’s ability to solicit proposals for alternative transactions; and (2) the requirement that Pershing Gold pay a termination fee of  $4.0 million to Americas Silver in certain circumstances following the termination of the Merger Agreement;

The fact that approval of Americas Silver Shareholders is required in order to complete the Transaction, the risk that such approval may not be obtained and the possibility that Americas Silver may terminate the Merger Agreement in such circumstance without an obligation to pay Pershing Gold any termination fee other than reimbursement of Pershing Gold’s expenses up to $600,000;

The restrictions on the conduct of the business of Pershing Gold during the period between execution of the Merger Agreement and the completion of the Transaction;
72

TABLE OF CONTENTS

The risk that the Transaction may not be completed despite the parties’ efforts or that completion may be unduly delayed, even if the requisite approval is obtained from Pershing Gold Stockholders, and the risk that one or more of such Pershing Gold Stockholders might seek to enjoin the Transaction;

The risk that changes in the regulatory, commodity pricing, competitive or environmental landscape may adversely affect the business benefits anticipated to result from the proposed transaction; and

The payments that may be made to officers of Pershing Gold as a result of the Transaction, as more fully described in “Financial Interest of Pershing Gold Directors and Officers in the Transaction” on page 92; and

The other risks described in the sections entitled “Risk Factors” beginning on page 35 and “Cautionary Statement Concerning Forward-Looking Information” beginning on page 51.
The Pershing Gold board of directors concluded, on balance, that the uncertainties, risks and potentially negative factors relevant to the Transaction were outweighed by the potential benefits that it expected Pershing Gold and the Pershing Gold Stockholders would achieve as a result of the Transaction.
This discussion of the information and factors considered by the Pershing Gold board of directors includes the principal positive and negative factors considered by the board of directors, but is not intended to be exhaustive and may not include all of the factors considered. The Pershing Gold board of directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the Merger Agreement and the Transaction are advisable and in the best interests of Pershing Gold and the Pershing Gold Stockholders.
The Pershing Gold board of directors viewed its position and recommendation as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Pershing Gold board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the board of directors of Pershing Gold and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled “Cautionary Statement Concerning Forward-Looking Information” in this proxy statement/prospectus, beginning on page 51.
Opinion of Canaccord as Independent Financial Advisor to the Pershing Gold Board of Directors
Canaccord is acting as financial advisor to Pershing Gold in connection with the Transaction. At a meeting of the Pershing Gold board of directors held on September 28, 2018 to evaluate the Transaction, Canaccord delivered to the Pershing Gold board of directors an oral opinion, which opinion was confirmed by delivery of a written opinion, dated September 28, 2018, to the effect that, as of that date and based upon and subject to certain assumptions, factors and qualifications set forth in the written opinion, the Common Stock Consideration of 0.715 of an Americas Silver Common Share for each share of Pershing Gold Common Stock, to be received by holders of Pershing Gold Common Stock in the Transaction is fair, from a financial point of view, to such holders.
The full text of Canaccord’s opinion is attached to this proxy statement/prospectus as Annex E and is incorporated into this proxy statement/prospectus by reference. The description of Canaccord’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of Pershing Gold Common Stock are encouraged to read Canaccord’s opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Canaccord in connection with its opinion. Canaccord’s opinion was addressed to the Pershing Gold board of directors, was only one of many factors considered by the Pershing Gold board of directors in its evaluation of the Transaction and only addresses the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received in the Transaction by holders of Pershing Gold Common Stock. Canaccord’s opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available to Pershing Gold, nor does it address the underlying business decision of Pershing Gold to proceed with the Transaction. Canaccord’s opinion was necessarily based on securities, economic, monetary, market and other conditions as in effect on,
73

TABLE OF CONTENTS
and the information made available to Canaccord as of September 28, 2018, the date of its opinion. Subsequent developments may affect the conclusions expressed in Canaccord’s opinion if such opinion were rendered as of a later date. Canaccord assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances or events occurring after the date of the opinion. Canaccord’s opinion is not intended to, and does not, constitute advice or a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the proposed Transaction or otherwise act on any other matter with respect to the Transaction.
In connection with rendering the opinion described above and performing its related financial analyses, Canaccord, among other things:
(a)
reviewed certain publicly available business, financial and operating information related to Pershing Gold, Americas Silver and their respective assets;
(b)
analyzed certain internal financial and other business information of Pershing Gold and Americas Silver, including projected financial and operating data;
(c)
conducted discussions with senior management members of Pershing Gold regarding its operations, financial condition and prospects, as well as with consultants regarding the operations, financial condition and prospects of Americas Silver;
(d)
compared the projected operational results of Pershing Gold and Americas Silver with those of publicly traded peer groups that Canaccord deemed to be relevant and comparable to Pershing Gold and Americas Silver, respectively;
(e)
compared the financial terms of the Transaction with historical trading of Pershing Gold Common Stock and Americas Silver Common Shares;
(f)
reviewed the terms of the Merger Agreement and the exhibits thereto provided by Pershing Gold; and
(g)
reviewed such other financial studies and analyses, performed such other investigations, and considered such other matters as Canaccord deemed necessary, including an assessment of general economic, market and monetary conditions.
In connection with its review and arriving at its opinion, Canaccord has not independently verified any of the foregoing information, has relied on such information, has assumed that all such information is complete and accurate in all material respects, and has relied on assurances of Pershing Gold’s management that they are not aware of any facts that would make such information misleading. With respect to the internal financial forecasts and other forward-looking financial information provided to Canaccord by senior management of Pershing Gold, Canaccord has assumed, with Pershing Gold’s consent, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Pershing Gold’s management. Canaccord has also assumed that the Transaction will be consummated upon the terms set forth in the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement therein which would be in any way meaningful to Canaccord’s analysis. Canaccord has also assumed that, in the course of obtaining necessary regulatory and third-party approvals and consents for the Transaction, no modification, delay, limitation, restriction or conditions will be imposed that will have an adverse effect on Pershing Gold or the contemplated benefits of the Transaction in any way meaningful to Canaccord’s analysis.
Canaccord’s opinion has been approved by a fairness committee of Canaccord in accordance with FINRA Rule 5150. Canaccord’s opinion is rendered on the basis of securities, economic and market conditions prevailing as of the date of the opinion and on the prospects, financial and otherwise, of Pershing Gold, known to Canaccord as of the date thereof. Subsequent developments may affect the conclusions expressed in the opinion if the opinion were rendered as of a later date, and Canaccord disclaims any obligation to advise any person of any change in any manner affecting the opinion that may come to Canaccord’s attention after the date of the opinion. Canaccord has not undertaken to reaffirm or revise the opinion or otherwise comment upon any events occurring after the date thereof and does not have any obligation to update, revise or reaffirm the opinion. Canaccord has not been requested to conduct and has not conducted, nor has Canaccord relied upon, any independent valuation or appraisal of any of
74

TABLE OF CONTENTS
the assets of Pershing Gold. Canaccord also has not evaluated the solvency of any party to the Agreement under any state or federal laws, rules or regulations relating to bankruptcy, insolvency or similar matters. In addition, Canaccord has assumed, with Pershing Gold’s consent, that any material liabilities (contingent or otherwise, known or unknown) of Pershing Gold are as set forth in the financial statements of Pershing Gold provided to Canaccord.
Canaccord’s opinion is limited to the fairness, from a financial point of view, to the holders of Pershing Gold Common Stock of the Common Stock Consideration, and Canaccord expresses no opinion as to the fairness of the Transaction to the holders of any other class of securities, creditors or other constituencies of Pershing Gold. Canaccord’s opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available to Pershing Gold, nor does it address the underlying business decision of Pershing Gold to proceed with the Transaction or any view on any other term or aspect of the Agreement. Canaccord is not a legal, accounting, regulatory or tax expert and has relied on the assessments made by Pershing Gold and its advisors with respect to such matters. Canaccord has not considered, and expressed no opinion as to, the fairness of the amount or nature of the compensation to be paid to any of Pershing Gold’s officers, directors or employees, or class of such persons, relative to the Common Stock Consideration to be paid to the stockholders of Pershing Gold in the Transaction.
The following is a summary of the material financial analyses performed by Canaccord in connection with rendering its opinion dated September 28, 2018 described above. The following summary, however, does not purport to be a complete description of the factors considered or financial analyses performed by Canaccord, nor does the order of analyses described represent relative importance or weight given to those analyses by Canaccord. Some of these summaries of the financial analyses include the information presented in tabular format below. The tables must be read together with the full text of each summary and are alone not a complete description of Canaccord’s financial analyses.
Projections.   In considering the fairness, from a financial point of view, of the Common Stock Consideration to be received by holders of Pershing Gold Common Stock, Canaccord reviewed certain projections of Pershing Gold and Americas Silver’s future financial and operating performance provided by management of Pershing Gold. These projections (the “Projections”) include, among other things, assumptions, estimates and projections regarding mineral reserves and resources, future commodity prices, future foreign exchange rates, production levels, operating costs, capital costs, depreciation, taxes, royalties, project financing and mine life which management of Pershing Gold has represented to Canaccord reflect (or reflected at the time of preparation) and continue to reflect the best currently available assumptions, estimates and judgements of management of Pershing Gold and were prepared using the assumptions identified therein, which, in the reasonable belief of management of Pershing Gold are (or were at the time of preparation) and continue to be reasonable in the circumstances. Canaccord, with Pershing Gold’s consent, adjusted the Projections to reflect a survey of commodity prices used by selected industry groups and research analysts rather than the estimates for future commodity prices provided by management of Pershing Gold. The aforementioned adjustments are to ensure that the forecasts for commodity prices are comparable with the forecasts for commodity prices used by equity research analysts in calculating the net asset values that are utilized in the comparable trading analysis described below. The discounted cash flow analyses utilize the following selected commodity price forecasts:
Commodity
Unit
2018E
2019E
2020E
2021E
2022E
Long Term
Gold
$ /oz $ 1,245 $ 1,283 $ 1,299 $ 1,334 $ 1,283 $ 1,283
Silver
$ /oz $ 15.76 $ 17.04 $ 18.03 $ 18.57 $ 18.64 $ 18.64
Zinc
$ /lb $ 1.26 $ 1.28 $ 1.22 $ 1.27 $ 1.25 $ 1.25
Lead
$ /lb $ 1.02 $ 1.03 $ 1.03 $ 1.04 $ 1.03 $ 1.03
Copper
$ /lb $ 2.98 $ 3.04 $ 3.04 $ 3.21 $ 3.33 $ 3.33
75

TABLE OF CONTENTS
Net Asset Value.   In determining the net asset value, Canaccord performed stand-alone discounted cash flow analyses of Pershing Gold and Americas Silver by calculating the estimated present value of the unlevered free cash flows discounted over a time horizon equal to the estimated remaining life of each company’s assets. For the purpose of this analysis, Canaccord applied a 5.0% discount rate to the cash flows generated by the operating assets and future cash flows from development stage projects, which represents the discount rate commonly used by precious metal sector equity research analysts in calculating net asset values. Canaccord then made adjustments for each company’s respective balance sheet, as well as accounted for the present value of estimated corporate selling, general and administrative expenses (“SG&A”) and cash from in-the-money warrants and options, to calculate the implied net asset value of each company.
In addition to the internal operating forecasts, Canaccord also compiled and relied upon available broker research of Pershing Gold and Americas Silver to determine a second net asset value estimate for each company on a stand-alone basis. For the purpose of this analysis, Canaccord reviewed available broker research to derive the consensus net asset value of each company’s operating and/or development stage projects. Canaccord then made adjustments for each company’s respective balance sheet, as well as accounted for the present value of corporate SG&A and cash from in-the-money warrants and options, to calculate the implied net asset value of each company.
Peer Group Analysis.   Canaccord performed a peer group analysis by selecting ten publicly traded Americas-focused gold explorer and developer companies and seven Americas-focused silver production companies to establish comparable peer groups for Pershing Gold and Americas Silver, respectively. Canaccord determined the comparable peer groups by considering the commodity mix, geographic location, operation characteristics, growth prospects, development stage, risk profile and size of each selected comparable company.
Canaccord determined that the primary metric on which these companies can be compared is a Price/NAV (“P/NAV”) multiple. Canaccord also determined that an appropriate secondary metric on which these companies can be compared is a multiple of Enterprise Value (“EV”) per ounce of attributable resources (“EV/Resource”), which includes proven and probable mineral reserves, measured and indicated mineral resources and inferred mineral resources, in each case, as reported by the applicable company in accordance with NI 43-101. For the purposes of this analysis, EV is calculated as follows:
Market Capitalization + Total Debt + Minority Interest + Preferred Shares — Cash and Cash Equivalents
For the purpose of the peer group analysis, Canaccord utilized information regarding the selected public companies obtained from filings with SEDAR, filings with EDGAR, S&P Capital IQ, other public sources, and market data as of September 27, 2018.
Trading Analysis.   Canaccord performed a trading analysis which reviewed the trading history of Pershing Gold and Americas Silver, particularly with respect to volume-weighted average prices, over a range of periods that were determined based upon the application of Canaccord’s professional judgement. For the purpose of this analysis, Canaccord utilized Bloomberg to determine the trading of Pershing Gold Shares on the NASDAQ and Americas Silver Common Shares on the NYSE American.
Through using the net asset value, peer group and trading methodologies, Canaccord utilized the resulting implied per share equity values of Pershing Gold and Americas Silver to then determine a series of implied exchange ratios.
Application of the Value Methodologies to Pershing Gold.   The following table summarizes the results of the internal and research-based net asset value analysis for Pershing Gold:
Company Net Asset Value Estimate
Implied Net
Asset Value
Internal
$148.9 million
Research
$160.3 million
76

TABLE OF CONTENTS
Canaccord performed a peer group analysis of Pershing Gold by selecting ten publicly traded Americas-focused gold explorer and developer companies. Canaccord determined the comparable peer groups by considering the commodity mix, geographic location, operation characteristics, growth prospects, development stage, risk profile and size of each selected comparable company. The following table summarizes the comparable peer group selected for Pershing Gold:
Company Peer Group
Alio Gold Inc.
Corvus Gold Inc.
Gold Standard Ventures Corp.
Integra Resources Corp.
Liberty Gold Corp.
Marathon Gold Corporation
Midas Gold Corp.
Osisko Mining Inc.