On September 30, 2018, Pershing Gold Corporation
(the “Company”) issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger
Agreement”) to undergo a business combination (the “Merger”) with Americas Silver Corporation (“Americas
Silver”) and entered into a Convertible Secured Debenture (the “Bridge Loan”) with Americas Silver. The Company
also released an investor presentation containing additional detail on the Merger Agreement and the Bridge Loan.
Copies of that press release and investor presentation are filed as Exhibits 99.1 and 99.2, respectively,
to this Amendment and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking
Information
This communication includes “forward-looking” information (as defined in the Private Securities
Litigation Reform Act of 1995), including statements that are predictive or express expectations that depend on future events or
conditions that involve risks and uncertainties. The Company’s expectations and beliefs regarding these matters may not materialize,
and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially
from those projected, including but not limited to: the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; the failure to obtain the required Company or Americas Silver stockholder approval;
the failure to obtain certain required regulatory approvals to the completion of the Merger or the failure to satisfy any of the
other conditions to the completion of the Merger or the other transactions contemplated by the Merger Agreement; litigation in
respect of either party or the Merger; the effect of the announcement of the Merger on the ability of the Company to maintain relationships
with parties with whom it does business, or on its businesses generally; risks associated with the disruption of management’s
attention from ongoing business operations due to the Merger; and the ability to meet expectations regarding the timing and completion
of the Merger. The forward-looking statements contained in this Amendment are also subject to other risks and uncertainties, including
the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017
Form 10-K”) and quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018, as well as the discussion of critical
accounting policies and estimates in the 2017 Form 10-K. The forward-looking statements in this Amendment are based on information
available to the Company as of the date hereof, and except as required by applicable law, the Company assumes no responsibility
to update any forward-looking statements as a result of new information, future events or otherwise.
Additional Information about the Proposed
Transaction
The proposed transaction
between Americas Silver and the Company will be submitted to the respective stockholders of Americas Silver and the Company for
their consideration. Americas Silver will file with the SEC a registration statement on Form F-4 that will include a proxy statement
of the Company that also constitutes a prospectus of Americas Silver. Americas Silver will file an information circular with the
applicable Canadian securities administrators and will furnish the information circular to the SEC. The Company will deliver the
proxy statement/prospectus to its stockholders as required by applicable law. Americas Silver will deliver the information circular
to its stockholders as required by applicable law. Americas Silver and the Company also plan to file other documents with the
SEC regarding the proposed transaction. This Amendment is not a substitute for any prospectus, proxy statement, information circular
or any other document which Americas Silver and the Company may file with or furnish to the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF AMERICAS SILVER AND THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND INFORMATION CIRCULAR, AS APPLICABLE, AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH OR FURNISHED TO THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAS SILVER, THE COMPANY,
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus
and information circular, as applicable, and other documents containing important information about Americas Silver and the Company,
once such documents are filed with or furnished to the SEC, through the website maintained by the SEC at
www.sec.gov
.
The Company and Americas Silver make available free of charge at
www.pershinggold.com
and
www.americassilvercorp.com
, respectively (in the “Investor Relations” and “Investors”
section, as applicable), copies of materials they file with, or furnish to, the SEC.
No Offer or Solicitation
The information contained in this Amendment is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to
the proposed transaction between Americas Silver and the Company or otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Participants in Solicitation
The Company, Americas Silver and certain of
their respective directors, executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company and Americas Silver in connection with the proposed transaction.
Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2018 annual
meeting of stockholders, which was filed with the SEC on April 30, 2018. Information about the directors and executive officers
of Americas Silver is set forth in its management information circular for its 2018 annual meeting of shareholders filed on Form
6-K with the SEC on April 13, 2018. These documents can be obtained free of charge from the sources indicated below. Other information
regarding those persons who are, under the rules of the SEC, participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.