| 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. |
| |
|
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 |
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EXPERTS | | | | | 184 | | |
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| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | |
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As of December 31
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Balance sheet data (in thousands)
|
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2017
|
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2016
|
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2015
|
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2014
|
| |
2013
|
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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 | | |
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As of September 30
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Balance sheet data (in thousands)
|
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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
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2017
|
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2016
|
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2015
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2014
|
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2013
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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) | | |
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For the nine months
ended September 30 |
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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) | | |
| | |
As of December 31
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Balance sheet data (in thousands)
|
| |
2017
|
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2016
|
| |
2015
|
| |
2014
|
| |
2013
|
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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 | | |
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For the year ended December 31
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2017
|
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2016
|
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2015
|
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2014
|
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2013
|
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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) | | |
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For the nine months
ended September 30 |
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| | |
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) | | |
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) | | |
| | |
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 | | |
| | |
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 | | |
| | |
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 | | |
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 | | |
Commodity
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Unit
|
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2018E
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2019E
|
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2020E
|
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2021E
|
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2022E
|
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Long Term
|
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Gold
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| | | $ | /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 | | |
Company Net Asset Value Estimate
|
| |
Implied Net
Asset Value |
|
Internal
|
| |
$148.9 million
|
|
Research
|
| |
$160.3 million
|
|
Company Peer Group
|
| | | |
Alio Gold Inc. | | | | |
Corvus Gold Inc. | | | | |
Gold Standard Ventures Corp. | | | | |
Integra Resources Corp. | | | | |
Liberty Gold Corp. | | | | |
Marathon Gold Corporation | | | | |
Midas Gold Corp. | | | | |
Osisko Mining Inc. | | | | |
Probe Metals Inc. | | | | |
Rio2 Limited | | |
Value Methodology
|
| |
Company Peer Group
|
| |||||||||
|
(1st – 3rd Quartile)
|
| |
Median
|
| ||||||||
P/NAV (ratio)
|
| | | | 0.34 – 0.53 | | | | | | 0.39 | | |
Company Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
P/NAV (Internal)
|
| | | $ | 1.23 – $1.94 | | | | | $ | 1.44 | | |
P/NAV (Research)
|
| | | $ | 1.32 – $2.08 | | | | | $ | 1.55 | | |
Value Methodology
|
| |
Company Peer Group
|
| |||||||||
|
(1st – 3rd Quartile)
|
| |
Median
|
| ||||||||
EV/Resource (Gold Equivalent) ($/oz)
|
| | | $ | 9.12 – $50.14 | | | | | $ | 28.96 | | |
Company Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
EV/Resource
|
| | | $ | 0.25 – $1.12 | | | | | $ | 0.67 | | |
Company Trading on the NASDAQ
|
| |
Period Low
|
| |
Period High
|
| |
Period VWAP
|
| |||||||||
September 27, 2018
|
| | | $ | 1.13 | | | | | $ | 1.26 | | | | | $ | 1.18 | | |
5-days Preceding
|
| | | $ | 1.08 | | | | | $ | 1.38 | | | | | $ | 1.26 | | |
10-days Preceding
|
| | | $ | 0.95 | | | | | $ | 1.38 | | | | | $ | 1.19 | | |
20-days Preceding
|
| | | $ | 0.82 | | | | | $ | 1.38 | | | | | $ | 1.09 | | |
30-days Preceding
|
| | | $ | 0.82 | | | | | $ | 1.38 | | | | | $ | 1.11 | | |
60-days Preceding
|
| | | $ | 0.82 | | | | | $ | 1.80 | | | | | $ | 1.23 | | |
90-days Preceding
|
| | | $ | 0.82 | | | | | $ | 1.96 | | | | | $ | 1.33 | | |
180-days Preceding
|
| | | $ | 0.82 | | | | | $ | 2.44 | | | | | $ | 1.77 | | |
Statistic
|
| |
Trading
|
| |||||||||
|
Low – High
|
| |
Median
|
| ||||||||
Company VWAP Trading Price
|
| | | $ | 1.09 – $1.77 | | | | | $ | 1.21 | | |
Company Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
P/NAV (Internal)
|
| | | $ | 1.23 – $1.94 | | | | | $ | 1.44 | | |
P/NAV (Research)
|
| | | $ | 1.32 – $2.08 | | | | | $ | 1.55 | | |
EV/Resource
|
| | | $ | 0.25 – $1.12 | | | | | $ | 0.67 | | |
Company VWAP Trading Price
|
| | | $ | 1.09 – $1.77 | | | | | $ | 1.21 | | |
Americas Silver Net Asset Value Estimate
|
| |
Implied
Net Asset Value |
|
Internal
|
| |
$148.0 million
|
|
Research
|
| |
$169.0 million
|
|
Americas Silver Peer Group
|
| | | | | | |
Alio Gold Inc. | | | | | | ||
Avino Silver & Gold Mines Ltd. | | | | | | ||
Endeavour Silver Corp. | | | | | | ||
First Majestic Silver Corp. | | | | | | ||
Fortuna Silver Mines Inc. | | | | | | ||
Great Panther Silver Limited | | | | | | ||
Sierra Metals Inc. | | | |
Value Methodology
|
| |
Americas Silver Peer Group
|
| |||||||||
|
(1st – 3rd Quartile)
|
| |
Median
|
| ||||||||
P/NAV (ratio)
|
| | | | 0.35 – 0.90 | | | | | | 0.75 | | |
Americas Silver Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
P/NAV (Internal)
|
| | | $ | 1.11 – $2.88 | | | | | $ | 2.40 | | |
P/NAV (Research)
|
| | | $ | 1.27 – $3.29 | | | | | $ | 2.74 | | |
Value Methodology
|
| |
Americas Silver Peer Group
|
| |||||||||
|
(1st – 3rd Quartile)
|
| |
Median
|
| ||||||||
EV/Resource (Silver Equivalent) ($/oz)
|
| | | $ | 0.70 – $1.39 | | | | | $ | 1.07 | | |
Americas Silver Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
EV/Resource
|
| | | $ | 4.71 – $9.47 | | | | | $ | 7.24 | | |
Americas Silver Trading on the NYSE American
|
| |
Period Low
|
| |
Period High
|
| |
Period VWAP
|
| |||||||||
September 27, 2018
|
| | | $ | 2.30 | | | | | $ | 2.45 | | | | | $ | 2.36 | | |
5-days Preceding
|
| | | $ | 2.29 | | | | | $ | 2.60 | | | | | $ | 2.37 | | |
10-days Preceding
|
| | | $ | 2.17 | | | | | $ | 2.60 | | | | | $ | 2.32 | | |
20-days Preceding
|
| | | $ | 2.05 | | | | | $ | 2.60 | | | | | $ | 2.25 | | |
30-days Preceding
|
| | | $ | 2.05 | | | | | $ | 2.60 | | | | | $ | 2.28 | | |
60-days Preceding
|
| | | $ | 2.05 | | | | | $ | 3.27 | | | | | $ | 2.46 | | |
90-days Preceding
|
| | | $ | 2.05 | | | | | $ | 3.68 | | | | | $ | 2.66 | | |
180-days Preceding
|
| | | $ | 2.05 | | | | | $ | 4.49 | | | | | $ | 3.23 | | |
Statistic
|
| |
Trading
|
| |||||||||
|
Low – High
|
| |
Median
|
| ||||||||
Americas Silver VWAP Trading Price
|
| | | $ | 2.25 – $3.23 | | | | | $ | 2.37 | | |
Americas Silver Multiple
|
| |
Implied Equity
Value ($/share) |
| |
Median
($/share) |
| ||||||
P/NAV (Internal)
|
| | | $ | 1.11 – $2.88 | | | | | $ | 2.40 | | |
P/NAV (Research)
|
| | | $ | 1.27 – $3.29 | | | | | $ | 2.74 | | |
EV/Resource
|
| | | $ | 4.71 – $9.47 | | | | | $ | 7.24 | | |
Americas Silver VWAP Trading Price
|
| | | $ | 2.25 – $3.23 | | | | | $ | 2.37 | | |
Multiple/Statistic
|
| |
Exchange
Ratio Range |
| |
Median
Exchange Ratio |
| |
Common Stock
Exchange Ratio |
| |||||||||
P/NAV (Internal)
|
| | | | 0.425 – 1.736 | | | | | | 0.599 | | | | | | 0.715 | | |
P/NAV (Research)
|
| | | | 0.401 – 1.636 | | | | | | 0.564 | | | | | | 0.715 | | |
EV/Resource
|
| | | | 0.026 – 0.238 | | | | | | 0.092 | | | | | | 0.715 | | |
VWAP Trading
|
| | | | 0.337 – 0.788 | | | | | | 0.511 | | | | | | 0.715 | | |
Current Directors of Americas Silver
|
| |||||||||
Name and State of Residence
|
| |
Office Held
|
| |
Director Since(1)
|
| |
Principal Occupation, if
different than Office Held |
|
Darren Blasutti Ontario, Canada |
| | President, CEO and Director | | |
December 23, 2014
|
| | Same | |
Alexander Davidson(3)(4) Ontario, Canada |
| |
Chair and Director
|
| |
December 23, 2014
|
| | Same | |
Alan Edwards(4) Arizona, United States |
| | Director | | |
December 23, 2015
|
| | President of AE Resources Corp. | |
Peter Hawley(4) Québec, Canada |
| | Director | | | May 12, 1998 | | | Founder of Americas Silver, Chairman of Scorpio Gold Corporation, Executive Chairman of Defiance Silver Corp. | |
Bradley R. Kipp(2) Ontario, Canada |
| | Director | | | June 12, 2014 | | | Executive Vice-President and Director of JSF Group Inc., Vice-President Finance of Summit Resources Management Limited, Chief Financial Officer and Director of Blackshire Capital Corp. | |
Gordon E. Pridham(2)(3) Ontario, Canada |
| | Director | | |
December 23, 2014
|
| | Principal of Edgewater Capital | |
Manuel Rivera Mexico, Mexico |
| | Director | | | August 2, 2017 | | | President and Founder of LATAMFUV | |
Lorie Waisberg(2)(3) Ontario, Canada |
| | Director | | |
December 23, 2014
|
| | Corporate Director | |
Name and State of Residence |
| |
Office Held
|
| |
Held Position Since
|
|
Darren Blasutti Ontario, Canada |
| | President, Chief Executive Officer and Director | | | December 23, 2014 | |
Warren Varga Ontario, Canada |
| | Chief Financial Officer | | | December 23, 2014 | |
Peter J. McRae Ontario, Canada |
| | Senior Vice President, Corporate Affairs & Chief Legal Officer | | | December 23, 2014 | |
Darren Dell Ontario, Canada |
| | Chief Operating Officer | | | February 5, 2016 | |
Shawn Wilson Ontario, Canada |
| | Vice President, Technical Services | | | August 15, 2016 | |
Name of Director(1)
|
| |
Fees
earned (cash) ($)(2)(3) |
| |
Share-based
awards(3) ($) |
| |
Option-based
awards(4) ($) |
| |
Non-equity
incentive plan compensation ($) |
| |
All other
compensation ($) |
| |
Total
($)(2) |
| ||||||||||||||||||
Alex Davidson
|
| | | | Nil | | | | | | 55,829 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 147,273 | | |
Alan Edwards
|
| | | | 30,802 | | | | | | 7,701 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 129,947 | | |
Peter Hawley
|
| | | | 29,262 | | | | | | 7,316 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 128,022 | | |
Bradley Kipp
|
| | | | Nil | | | | | | 42,353 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 133,797 | | |
Gordon Pridham
|
| | | | 32,343 | | | | | | 8,086 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 131,873 | | |
Lorie Waisberg
|
| | | | 31,765 | | | | | | 10,588 | | | | | | 91,444 | | | | | | Nil | | | | | | Nil | | | | | | 133,797 | | |
Manuel Rivera
|
| | | | 8,926 | | | | | | 3,825 | | | | | | 88,144 | | | | | | Nil | | | | | | Nil | | | | | | 100,895 | | |
Committee
|
| |
Committee
Chairman C($) |
| |
Other
Committee Members C($) |
| ||||||
Audit Committee
|
| | | | 15,000 | | | | | | 7,500 | | |
Compensation & Corporate Governance Committee
|
| | | | 7,500 | | | | | | 5,000 | | |
Sustainability and Technical Committee
|
| | | | 10,000 | | | | | | 7,500 | | |
Name
|
| |
Option-based Awards
|
| |
Share-based Awards
|
| |||||||||||||||||||||||||||||||||||||||
|
Number of
securities underlying unexercised option (#) |
| |
Option
exercise price C($) |
| |
Option
expiration date |
| |
Value of
unexercised in-the-money options(1) C($) |
| |
Number of
shares or units of shares that have not vested (#) |
| |
Market or
payout value of share-based awards that have not vested C($) |
| |
Market or
payout value of vested share-based awards not paid out or distributed C($)(2) |
| | |||||||||||||||||||||||||
Alex Davidson
|
| | | | 33,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 74,666 | | | | | | Nil | | | | | | Nil | | | | | | 299,990 | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Alan Edwards
|
| | | | 33,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 74,666 | | | | | | Nil | | | | | | Nil | | | | | | 189,731 | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Bradley Kipp
|
| | | | 33,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 74,666 | | | | | | Nil | | | | | | Nil | | | | | | 267,454 | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Peter Hawley
|
| | | | 33,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 74,666 | | | | | | Nil | | | | | | Nil | | | | | | 203,572 | | | | ||
| | | | | 41,666 | | | | | | 5.70 | | | | | | 24/05/2018 | | | | | | Nil | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Gordon Pridham
|
| | | | 33,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 74,666 | | | | | | Nil | | | | | | Nil | | | | | | 166,895 | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Lorie Waisberg
|
| | | | 25,000 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 56,000 | | | | | | Nil | | | | | | Nil | | | | | | 180,631 | | | | ||
| | | | | 41,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 105,832 | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 60,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 43,800 | | | | | | | | | | | | | | | | | | | | | | ||
Manuel Rivera
|
| | | | 60,000 | | | | | | 3.92 | | | | | | 02/08/2020 | | | | | | 39,600 | | | | | | Nil | | | | | | Nil | | | | | | 5,821 | | | |
Name
|
| |
Option-based
awards-Value vested during the year(1) C($) |
| |
Share-based awards-Value
vested during the year(2) C($) |
| |
Non-equity incentive plan
compensation-Value earned during the year(3) C($) |
| |||||||||
Alex Davidson
|
| | | | 58,722 | | | | | | 142,332 | | | | | | Nil | | |
Alan Edwards
|
| | | | 58,722 | | | | | | 52,608 | | | | | | Nil | | |
Bradley Kipp
|
| | | | 58,722 | | | | | | 116,618 | | | | | | Nil | | |
Peter J. Hawley
|
| | | | 58,722 | | | | | | 54,314 | | | | | | Nil | | |
Gordon Pridham
|
| | | | 58,722 | | | | | | 47,433 | | | | | | Nil | | |
Lorie Waisberg
|
| | | | 58,722 | | | | | | 53,871 | | | | | | Nil | | |
Manuel Rivera
|
| | | | Nil | | | | | | 5,821 | | | | | | Nil | | |
| | |
Number of Common
Shares to be Issued Upon Exercise of Outstanding Options |
| |
Weighted-Average
Exercise Price of Outstanding Options C($) |
| |
Number of Common
Shares Remaining Available for Future Issuance Under Equity Compensation Plans |
| |||||||||
Equity Compensation Plans Approved By Shareholders – Stock Option Plan
|
| | |
|
2,316,264
|
| | | |
|
3.06
|
| | | |
|
1,833,431
|
| |
Equity Compensation Plans Approved By Shareholders – DSUs(1)
|
| | |
|
286,919
|
| | | |
|
N/A
|
| | | |
|
1,546,512
|
| |
Equity Compensation Plans Approved By Shareholders – RSUs(2)
|
| | |
|
197,059
|
| | | |
|
N/A
|
| | | |
|
1,349,453
|
| |
Total
|
| | | | 2,800,242 | | | | | | 3.06 | | | | | | 1,349,453 | | |
|
Name and principal position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Non-equity
discretionary annual incentive plan(2) ($) |
| |
Share-based
awards(3) ($) |
| |
Option-based
awards(4) ($) |
| |
All other
compensation ($) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||
Darren Blasutti
|
| | | | 2017 | | | | | | 250,270 | | | | | | 161,434 | | | | | | 67,260 | | | | | | 278,533 | | | | | | 582 | | | | | | 758,079 | | |
| | | 2016 | | | | | | 246,212 | | | | | | 169,886 | | | | | | 93,438 | | | | | | 216,465 | | | | | | 521 | | | | | | 726,522 | | | ||
| | | 2015 | | | | | | 254,162 | | | | | | Nil | | | | | | 147,583 | | | | | | 90,810 | | | | | | 357 | | | | | | 492,912 | | | ||
Daren Dell
|
| | | | 2017 | | | | | | 219,467 | | | | | | 81,971 | | | | | | 34,155 | | | | | | 181,937 | | | | | | 582 | | | | | | 518,112 | | |
| | | 2016 | | | | | | 211,174 | | | | | | 84,529 | | | | | | 46,491 | | | | | | 121,827 | | | | | | 521 | | | | | | 464,542 | | | ||
| | | 2015 | | | | | | 183,779 | | | | | | Nil | | | | | | 65,405 | | | | | | 49,840 | | | | | | 357 | | | | | | 299,381 | | | ||
Warren Varga
|
| | | | 2017 | | | | | | 215,617 | | | | | | 68,728 | | | | | | 28,637 | | | | | | 150,127 | | | | | | 2,239 | | | | | | 465,348 | | |
| | | 2016 | | | | | | 207,860 | | | | | | 70,313 | | | | | | 38,672 | | | | | | 104,744 | | | | | | 1,994 | | | | | | 423,583 | | | ||
| | | 2015 | | | | | | 215,060 | | | | | | Nil | | | | | | 77,783 | | | | | | 51,431 | | | | | | 1,370 | | | | | | 345,644 | | | ||
Peter McRae
|
| | | | 2017 | | | | | | 202,141 | | | | | | 63,674 | | | | | | 26,531 | | | | | | 133,847 | | | | | | 1,886 | | | | | | 428,079 | | |
| | | 2016 | | | | | | 191,288 | | | | | | 63,750 | | | | | | 35,063 | | | | | | 97,240 | | | | | | 1,679 | | | | | | 389,020 | | | ||
| | | 2015 | | | | | | 183,779 | | | | | | Nil | | | | | | 66,553 | | | | | | 49,840 | | | | | | 1,154 | | | | | | 301,326 | | | ||
Shawn Wilson
|
| | | | 2017 | | | | | | 154,012 | | | | | | 34,162 | | | | | | 14,234 | | | | | | 75,879 | | | | | | 582 | | | | | | 278,869 | | |
| | | 2016 | | | | | | 56,818 | | | | | | 11,932 | | | | | | 4,972 | | | | | | 25,158 | | | | | | 19,167 | | | | | | 118,047 | | |
| | |
OPTION-BASED AWARDS
|
| |
SHARE-BASED AWARDS
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
securities underlying unexercised options (#) |
| |
Option
exercise price C($) |
| |
Option
expiration date |
| |
Value of
unexercised in-the-money(1) options C($) |
| |
Number of
shares or units of shares that have not vested (#) |
| |
Market or
payout value of share-based awards that have not vested C($) |
| |
Market or
payout value of vested share-based awards not paid out or distributed C($)(2) |
| |||||||||||||||||||||
Darren Blasutti
|
| | | | 83,333 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 186,666 | | | | | | Nil | | | | | | Nil | | | | | | 353,109 | | |
| | | 166,666 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 423,332 | | | | | | | | | | | | | | | | | | | | | ||
| | | 200,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 146,000 | | | | | | | | | | | | | | | | | | | | | ||
Daren Dell
|
| | | | 50,000 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 112,000 | | | | | | Nil | | | | | | Nil | | | | | | 163,437 | | |
| | | 83,333 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 211,666 | | | | | | | | | | | | | | | | | | | | | ||
| | | 125,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 91,250 | | | | | | | | | | | | | | | | | | | | | ||
Warren Varga
|
| | | | 50,000 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 112,000 | | | | | | Nil | | | | | | Nil | | | | | | 171,636 | | |
| | | 83,333 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 211,666 | | | | | | | | | | | | | | | | | | | | | ||
| | | 90,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 65,700 | | | | | | | | | | | | | | | | | | | | | ||
Peter McRae
|
| | | | 16,666 | | | | | | 2.34 | | | | | | 30/01/2018 | | | | | | 37,332 | | | | | | Nil | | | | | | Nil | | | | | | 149,555 | | |
| | | 83,333 | | | | | | 2.04 | | | | | | 23/02/2019 | | | | | | 211,666 | | | | | | | | | | | | | | | | | | | | | ||
| | | 75,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 54,750 | | | | | | | | | | | | | | | | | | | | | ||
Shawn Wilson
|
| | | | 50,000 | | | | | | 3.85 | | | | | | 13/01/2020 | | | | | | 36,500 | | | | | | Nil | | | | | | Nil | | | | | | 8,977 | | |
Name
|
| |
Option-based
awards-Value vested during the year(1) C($) |
| |
Share-based awards-Value
vested during the year(2) C($) |
| |
Non-equity incentive plan
compensation-Value earned during the year(3) C($) |
| ||||||
Darren Blasutti
|
| | | | 200,555 | | | |
258,171 (cash or share settled)
|
| | | | 209,625 | | |
Daren Dell
|
| | | | 106,001 | | | |
119,495 (cash or share settled)
|
| | | | 106,448 | | |
Warren Varga
|
| | | | 106,001 | | | |
125,492 (cash or share settled)
|
| | | | 89,250 | | |
Peter McRae
|
| | | | 106,001 | | | |
109,349 (cash or share settled)
|
| | | | 82,688 | | |
Shawn Wilson
|
| | | | Nil | | | |
6,563 (cash or share settled)
|
| | | | 44,363 | | |
Name
|
| |
Cash(1)
($) |
| |
Equity(2)
($) |
| |
Pension/
NQDC ($) |
| |
Perquisites/
Benefits(3) ($) |
| |
Tax
Reimbursement ($) |
| |
Other
($) |
| |
Total
($) |
| |||||||||||||||||||||
Stephen Alfers
|
| | | | 1,700,000 | | | | | | 345,400 | | | | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | 2,045,400 | | |
Eric Alexander
|
| | | | 405,000 | | | | | | Nil | | | | | | Nil | | | | | | 44,477 | | | | | | Nil | | | | | | Nil | | | | | | 449,477 | | |
Debra Struhsacker
|
| | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | Nil | | | | | | Nil | | |
| | |
Pershing Gold NASDAQ
(US Dollars) |
| |
Pershing Gold TSX
(Canadian Dollars) |
| ||||||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividends
Declared |
| |
High
|
| |
Low
|
| |
Dividends
Declared |
| ||||||||||||||||||
2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 2.58 | | | | | $ | 1.91 | | | | | $ | — | | | | | $ | 3.20 | | | | | $ | 2.32 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 2.11 | | | | | $ | 1.79 | | | | | $ | — | | | | | $ | 2.65 | | | | | $ | 2.33 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 1.88 | | | | | $ | 0.80 | | | | | $ | — | | | | | $ | 2.37 | | | | | $ | 1.06 | | | | | $ | — | | |
2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 3.49 | | | | | $ | 2.67 | | | | | $ | — | | | | | $ | 4.74 | | | | | $ | 3.66 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 3.06 | | | | | $ | 2.60 | | | | | $ | — | | | | | $ | 4.15 | | | | | $ | 3.55 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 3.31 | | | | | $ | 2.70 | | | | | $ | — | | | | | $ | 4.05 | | | | | $ | 3.44 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 3.23 | | | | | $ | 2.26 | | | | | $ | — | | | | | $ | 4.02 | | | | | $ | 2.90 | | | | | $ | — | | |
2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 4.99 | | | | | $ | 3.12 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Second Quarter
|
| | | $ | 4.65 | | | | | $ | 3.62 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Third Quarter
|
| | | $ | 5.02 | | | | | $ | 3.77 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 4.58 | | | | | $ | 3.10 | | | | | $ | — | | | | | $ | 5.52 | | | | | $ | 4.20 | | | | | $ | — | | |
| | |
Americas Silver
NYSE American (US Dollars) |
| |
Americas Silver
TSX (Canadian Dollars) |
| ||||||||||||||||||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividends
Declared |
| |
High
|
| |
Low
|
| |
Dividends
Declared |
| ||||||||||||||||||
2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 4.65 | | | | | $ | 3.20 | | | | | $ | — | | | | | $ | 5.74 | | | | | $ | 4.16 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 4.30 | | | | | $ | 2.94 | | | | | $ | — | | | | | $ | 5.37 | | | | | $ | 3.91 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 3.58 | | | | | $ | 2.05 | | | | | $ | — | | | | | $ | 4.21 | | | | | $ | 2.72 | | | | | $ | — | | |
2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 3.65 | | | | | $ | 2.80 | | | | | $ | — | | | | | $ | 4.76 | | | | | $ | 3.42 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 3.20 | | | | | $ | 2.54 | | | | | $ | — | | | | | $ | 4.35 | | | | | $ | 3.50 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 5.04 | | | | | $ | 2.50 | | | | | $ | — | | | | | $ | 6.11 | | | | | $ | 3.20 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 4.82 | | | | | $ | 3.11 | | | | | $ | — | | | | | $ | 5.96 | | | | | $ | 4.02 | | | | | $ | — | | |
2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 2.30 | | | | | $ | 0.48 | | | | | $ | — | | | | | $ | 0.245 | | | | | $ | 0.085 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 3.84 | | | | | $ | 2.04 | | | | | $ | — | | | | | $ | 0.395 | | | | | $ | 0.220 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 4.46 | | | | | $ | 2.76 | | | | | $ | — | | | | | $ | 0.480 | | | | | $ | 0.295 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 3.18 | | | | | $ | 2.04 | | | | | $ | — | | | | | $ | 3.70 | | | | | $ | 0.225 | | | | | $ | — | | |
| | |
Americas Silver
NYSE American |
| |
Americas Silver TSX
(Canadian Dollars) |
|||||||||||||||||
Annual
|
| |
High
|
| |
Low
|
| |
High
|
| |
Low
|
|||||||||||
2018 (January 1 to November 26)
|
| | | $ | 4.65 | | | | | $ | 1.38 | | | | | $ | 5.74 | | | | | $ | 1.82 |
2017
|
| | | $ | 5.04 | | | | | $ | 2.48 | | | | | $ | 6.11 | | | | | $ | 3.22 |
2016
|
| | | $ | 4.46 | | | | | $ | 0.48 | | | | | $ | 3.70 | | | | | $ | 0.085 |
2015
|
| | | $ | 2.78 | | | | | $ | 0.72 | | | | | $ | — | | | | | $ | — |
2014
|
| | | $ | 4.62 | | | | | $ | 1.85 | | | | | $ | 0.670 | | | | | $ | 0.285 |
Last Six Months | | | | | | | | | | | | | | | | | | | | | | | |
October
|
| | | $ | 2.63 | | | | | $ | 2.00 | | | | | $ | 3.44 | | | | | $ | 2.62 |
September
|
| | | $ | 2.60 | | | | | $ | 2.05 | | | | | $ | 3.33 | | | | | $ | 2.72 |
August
|
| | | $ | 2.70 | | | | | $ | 2.08 | | | | | $ | 3.39 | | | | | $ | 2.80 |
July
|
| | | $ | 3.31 | | | | | $ | 2.60 | | | | | $ | 4.21 | | | | | $ | 3.38 |
June
|
| | | $ | 3.58 | | | | | $ | 2.94 | | | | | $ | 4.63 | | | | | $ | 3.91 |
May
|
| | | $ | 3.91 | | | | | $ | 3.44 | | | | | $ | 5.03 | | | | | $ | 4.43 |
| | |
Pershing Gold
NASDAQ |
| |
Pershing Gold TSX
(Canadian Dollars) |
| ||||||||||||||||||
Annual
|
| |
High
|
| |
Low
|
| |
High
|
| |
Low
|
| ||||||||||||
2018 (January 1 to November 26)
|
| | | $ | 2.58 | | | | | $ | 0.94 | | | | | $ | 3.20 | | | | | $ | 1.06 | | |
2017
|
| | | $ | 3.49 | | | | | $ | 2.26 | | | | | $ | 4.74 | | | | | $ | 2.90 | | |
2016
|
| | | $ | 5.02 | | | | | $ | 3.10 | | | | | $ | 5.52 | | | | | $ | 4.20 | | |
2015
|
| | | $ | 7.27 | | | | | $ | 3.42 | | | | | $ | — | | | | | $ | — | | |
2014
|
| | | $ | 7.47 | | | | | $ | 4.86 | | | | | $ | — | | | | | $ | — | | |
Last Six Months | | | | | | | | | | | | | | | | | | | | | | | | | |
October
|
| | | $ | 1.78 | | | | | $ | 1.35 | | | | | $ | 2.31 | | | | | $ | 1.64 | | |
September
|
| | | $ | 1.43 | | | | | $ | 0.80 | | | | | $ | 1.85 | | | | | $ | 1.06 | | |
August
|
| | | $ | 1.51 | | | | | $ | 1.07 | | | | | $ | 1.93 | | | | | $ | 1.48 | | |
July
|
| | | $ | 1.88 | | | | | $ | 1.50 | | | | | $ | 2.37 | | | | | $ | 1.96 | | |
June
|
| | | $ | 1.96 | | | | | $ | 1.79 | | | | | $ | 2.51 | | | | | $ | 2.39 | | |
May
|
| | | $ | 2.07 | | | | | $ | 1.80 | | | | | $ | 2.57 | | | | | $ | 2.38 | | |
Date Issued/Granted
|
| |
Number of
Securities |
| |
Security
|
| |
Price Per
Security |
| ||||||
November 27, 2017
|
| | | | 409,203 | | | | Common shares from exercise of warrants | | | | | 2.76 | | |
January 2, 2018
|
| | | | 1,330,000 | | | | Options | | | | | 4.58 | | |
January 19, 2018
|
| | | | 30,680 | | | | Common shares from exercise of warrants | | | | | 4.20 | | |
January 19, 2018
|
| | | | 7,670 | | | | Warrants | | | | | 4.68 | | |
January 25, 2018
|
| | | | 40,000 | | | | Options | | | | | 5.55 | | |
February 1, 2018
|
| | | | 8,333 | | | | Common shares from exercise of options | | | | | 2.34 | | |
February 2, 2018
|
| | | | 395,486 | | | | Common shares from exercise of warrants | | | | | 1.56 | | |
April 24, 2018
|
| | | | 3,500 | | | | Common shares from exercise of options | | | | | 2.04 | | |
April 26, 2018
|
| | | | 40,000 | | | | Common shares from exercise of options | | | | | 2.04 | | |
April 26, 2018
|
| | | | 391,664 | | | | Common shares from exercise of options | | | | | 2.34 | | |
May 14, 2018
|
| | | | 4,635 | | | | Common shares from exercise of warrants | | | | | 2.16 | | |
May 15, 2018
|
| | | | 276,128 | | | | Common shares from exercise of warrants | | | | | 4.20 | | |
May 15, 2018
|
| | | | 69,032 | | | | Warrants | | | | | 4.68 | | |
May 15, 2018
|
| | | | 25,000 | | | | Options | | | | | 4.72 | | |
May 25, 2018
|
| | | | 6,944 | | | | Common shares from exercise of options | | | | | 2.04 | | |
June 7, 2018
|
| | | | 30,680 | | | | Common shares from exercise of warrants | | | | | 4.20 | | |
June 7, 2018
|
| | | | 7,670 | | | | Warrants | | | | | 4.68 | | |
June 8, 2018
|
| | | | 276,128 | | | | Common shares from exercise of warrants | | | | | 4.20 | | |
June 8, 2018
|
| | | | 69,032 | | | | Warrants | | | | | 4.68 | | |
June 18, 2018
|
| | | | 2,291 | | | | Common shares from exercise of warrants | | | | | 3.00 | | |
June 28, 2018
|
| | | | 4,625 | | | | Common shares from exercise of warrants | | | | | 3.00 | | |
August 8, 2018
|
| | | | 24,531 | | | | Common shares from exercise of warrants | | | | | 1.56 | | |
August 22, 2018
|
| | | | 41,666 | | | | Common shares from exercise of warrants | | | | | 3.00 | | |
August 24, 2018
|
| | | | 39,583 | | | | Common shares from exercise of warrants | | | | | 3.00 | | |
September 12, 2018
|
| | | | 17,133 | | | | Common shares from exercise of options | | | | | 2.04 | | |
September 13, 2018
|
| | | | 3,700 | | | | Common shares from exercise of options | | | | | 2.04 | | |
October 1, 2018
|
| | | | 1,074,999 | | | | Warrants | | | | | 3.12 | | |
| | |
Americas
Silver Corporation |
| |
Pershing
Gold Corporation |
| |
Notes
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
Consolidated |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,111 | | | | | $ | 1,986 | | | | | | | | $ | — | | | | | $ | 5,097 | | |
Trade and other receivables
|
| | | | 5,646 | | | | | | — | | | | | | | | | — | | | | | | 5,646 | | |
Inventories
|
| | | | 8,250 | | | | | | — | | | | | | | | | — | | | | | | 8,250 | | |
Prepaid expenses
|
| | | | 1,774 | | | | | | 649 | | | | | | | | | — | | | | | | 2,423 | | |
Forward contracts
|
| | | | 263 | | | | | | — | | | | | | | | | — | | | | | | 263 | | |
| | | | | 19,044 | | | | | | 2,635 | | | | | | | | | — | | | | | | 21,679 | | |
Non-current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 709 | | | | | | 3,771 | | | | | | | | | — | | | | | | 4,480 | | |
Property, plant and equipment
|
| | | | 106,048 | | | | | | 26,578 | | | |
3a) 3b)
|
| | | | 37,536 | | | | | | 170,162 | | |
Total assets
|
| | | $ | 125,801 | | | | | $ | 32,984 | | | | | | | | $ | 37,536 | | | | | $ | 196,321 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | $ | 10,410 | | | | | $ | 1,597 | | | |
3c) 3d)
|
| | | $ | 6,205 | | | | | $ | 18,212 | | |
Pre-payment facility
|
| | | | 5,355 | | | | | | — | | | | | | | | | — | | | | | | 5,355 | | |
| | | | | 15,765 | | | | | | 1,597 | | | | | | | | | 6,205 | | | | | | 23,567 | | |
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other long-term liabilities
|
| | | | 735 | | | | | | — | | | | | | | | | — | | | | | | 735 | | |
Pre-payment facility
|
| | | | 6,875 | | | | | | — | | | | | | | | | — | | | | | | 6,875 | | |
Post-employment benefit obligations
|
| | | | 8,631 | | | | | | — | | | | | | | | | — | | | | | | 8,631 | | |
Decommissioning provision
|
| | | | 3,850 | | | | | | 990 | | | | | | | | | — | | | | | | 4,840 | | |
Deferred tax liabilities
|
| | | | 236 | | | | | | — | | | | | | | | | — | | | | | | 236 | | |
Total liabilities
|
| | | | 36,092 | | | | | | 2,587 | | | | | | | | | 6,205 | | | | | | 44,884 | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | 212,498 | | | | | | 3 | | | |
3e) 3f) 3g) 3h)
|
| | | | 68,225 | | | | | | 280,726 | | |
Equity reserve
|
| | | | 34,629 | | | | | | 212,558 | | | |
3e)
|
| | | | (212,558) | | | | | | 34,629 | | |
Foreign currency translation reserve
|
| | | | 6,458 | | | | | | — | | | | | | | | | — | | | | | | 6,458 | | |
Deficit
|
| | | | (163,876) | | | | | | (182,164) | | | |
3c) 3e)
|
| | | | 175,664 | | | | | | (170,376) | | |
Total equity
|
| | | | 89,709 | | | | | | 30,397 | | | | | | | | | 31,331 | | | | | | 151,437 | | |
Total liabilities and equity
|
| | | $ | 125,801 | | | | | $ | 32,984 | | | | | | | | $ | 37,536 | | | | | $ | 196,321 | | |
|
| | |
Americas
Silver Corporation |
| |
Pershing
Gold Corporation |
| |
Notes
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
Consolidated |
| ||||||||||||
Revenue
|
| | | $ | 49,468 | | | | | $ | — | | | | | | | | $ | — | | | | | $ | 49,468 | | |
Cost of sales
|
| | | | (37,943) | | | | | | — | | | | | | | | | — | | | | | | (37,943) | | |
Depletion and amortization
|
| | | | (7,044) | | | | | | (737) | | | | | | | | | — | | | | | | (7,781) | | |
Care, maintenance and restructuring costs
|
| | | | (990) | | | | | | — | | | | | | | | | — | | | | | | (990) | | |
Corporate general and administrative expenses
|
| | | | (5,227) | | | | | | (7,672) | | | | | | | | | — | | | | | | (12,899) | | |
Exploration costs
|
| | | | (2,528) | | | | | | (3,047) | | | | | | | | | — | | | | | | (5,575) | | |
Accretion on decommissioning provision
|
| | | | (144) | | | | | | (26) | | | | | | | | | — | | | | | | (170) | | |
Interest and financing income (expense)
|
| | | | (746) | | | | | | 12 | | | | | | | | | — | | | | | | (734) | | |
Foreign exchange loss
|
| | | | (271) | | | | | | (2) | | | | | | | | | — | | | | | | (273) | | |
Gain on disposal of assets
|
| | | | 870 | | | | | | — | | | | | | | | | — | | | | | | 870 | | |
Gain on forward contracts
|
| | | | 857 | | | | | | — | | | | | | | | | — | | | | | | 857 | | |
Write-down of equipment
|
| | | | (65) | | | | | | — | | | | | | | | | — | | | | | | (65) | | |
Contingency on value added taxes
|
| | | | (125) | | | | | | — | | | | | | | | | — | | | | | | (125) | | |
Loss before income taxes
|
| | | | (3,888) | | | | | | (11,472) | | | | | | | | | — | | | | | | (15,360) | | |
Income tax recovery
|
| | | | 10 | | | | | | — | | | | | | | | | — | | | | | | 10 | | |
Net loss
|
| | | | (3,878) | | | | | | (11,472) | | | | | | | | | — | | | | | | (15,350) | | |
Preferred deemed dividend
|
| | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |
Net loss available to common shareholders
|
| | | $ | (3,878) | | | | | $ | (11,472) | | | | | | | | $ | — | | | | | $ | (15,350) | | |
Loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | (0.09) | | | | | | (0.34) | | | | | | | | | | | | | | | (0.23) | | |
Weighted average number of common shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 42,424,147 | | | | | | 33,618,007 | | | | | | | | | | | | | | | 66,503,145 | | |
| | |
Americas
Silver Corporation |
| |
Pershing
Gold Corporation |
| |
Notes
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
Consolidated |
| |||||||||||||||
Revenue
|
| | | $ | 54,280 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | 54,280 | | |
Cost of sales
|
| | | | (40,038) | | | | | | — | | | | | | | | | | | | — | | | | | | (40,038) | | |
Depletion and amortization
|
| | | | (6,709) | | | | | | (1,072) | | | | | | | | | | | | — | | | | | | (7,781) | | |
Care, maintenance and restructuring costs
|
| | | | (701) | | | | | | — | | | | | | | | | | | | — | | | | | | (701) | | |
Corporate general and administrative expenses
|
| | | | (6,651) | | | | | | (10,394) | | | | | | | | | | | | — | | | | | | (17,045) | | |
Exploration costs
|
| | | | (2,726) | | | | | | (1,220) | | | | | | | | | | | | — | | | | | | (3,946) | | |
Accretion on decommissioning provision
|
| | | | (185) | | | | | | (39) | | | | | | | | | | | | — | | | | | | (224) | | |
Interest and financing expense
|
| | | | (723) | | | | | | (360) | | | | | | | | | | | | — | | | | | | (1,083) | | |
Foreign exchange loss
|
| | | | (225) | | | | | | (10) | | | | | | | | | | | | — | | | | | | (235) | | |
Loss on available-for-sale investment
|
| | | | (11) | | | | | | — | | | | | | | | | | | | — | | | | | | (11) | | |
Write-down of equipment
|
| | | | (204) | | | | | | — | | | | | | | | | | | | — | | | | | | (204) | | |
Loss before income taxes
|
| | | | (3,893) | | | | | | (13,095) | | | | | | | | | | | | — | | | | | | (16,988) | | |
Income tax recovery
|
| | | | 427 | | | | | | — | | | | | | | | | | | | — | | | | | | 427 | | |
Net loss
|
| | | | (3,466) | | | | | | (13,095) | | | | | | | | | | | | — | | | | | | (16,561) | | |
Preferred deemed dividend
|
| | | | — | | | | | | (1,069) | | | | | | 3i) | | | | | | 1,069 | | | | | | — | | |
Net loss available to common shareholders
|
| | | $ | (3,466) | | | | | $ | (14,164) | | | | | | | | | | | $ | 1,069 | | | | | $ | (16,561) | | |
Loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | (0.09) | | | | | | (0.50) | | | | | | | | | | | | | | | | | | (0.26) | | |
Weighted average number of common shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 40,194,660 | | | | | | 28,567,344 | | | | | | | | | | | | | | | | | | 64,273,658 | | |
|
Non-diluted Pershing Gold common shares outstanding, September 30, 2018
|
| | | | 33,676,921 |
|
Implicit share exchange ratio
|
| | | | 0.715 |
|
Americas Silver common shares to be exchanged for Pershing Gold common shares
|
| | | | 24,078,998 |
|
Americas Silver common share price, September 30, 2018
|
| | | | 2.36 |
|
Total common share consideration
|
| | | | 56,826 |
|
Consideration of Pershing Gold preferred shares
|
| | | | 9,742 |
|
Consideration of Pershing Gold RSUs
|
| | | | 1,660 |
|
Consideration of Pershing Gold options
|
| | | | — |
|
Consideration of Pershing Gold warrants
|
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Total consideration (in thousands of U.S. dollars)
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| | | $ | 68,228 |
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Preliminary purchase
price allocation |
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Cash and cash equivalents
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| | | $ | 1,986 | | |
Prepaid expenses
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| | | | 649 | | |
Restricted cash
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| | | | 3,771 | | |
Property, plant and equipment
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| | | | 64,114 | | |
Trade and other payables
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| | | | (1,302) | | |
Decommissioning provision
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| | | | (990) | | |
Net assets acquired
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| | | $ | 68,228 | | |
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Authorized Capital Stock
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The authorized capital stock of Pershing Gold consists of (i) 200,000,000 shares of Pershing Gold Common Stock, $0.0001 par value per share, and (ii) 50,000,000 preferred shares, $0.0001 par value per share.
Under the Pershing Gold Articles, Pershing Gold’s board of directors has the authority to issue one or more series of preferred stock with designations, voting powers, preferences and rights, and any qualifications, restrictions or limitations thereof, as the board of directors may determine.
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The authorized share capital of Americas Silver consists of an unlimited number of Americas Silver Common Shares without par value.
Under the CBCA, the rights attaching to Americas Silver Common Shares may be varied only through an amendment to Americas Silver’s Articles authorized by a special resolution of the Americas Silver Shareholders.
Under the CBCA, the existing shareholders of Americas Silver have the authority to create new classes of shares, including classes of shares with equal, superior or inferior rights to the outstanding classes of shares, with such rights, privileges, restrictions or conditions attached to such shares as approved by the shareholders voting thereon.
In connection with the Transactions, Americas Silver intends, subject to the requisite approval by Americas Silver shareholders to amend the Americas Silvers Articles to create and authorize the issuance of a new class of non-voting convertible preferred shares.
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Outstanding Capital Stock
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Pershing Gold has outstanding one class of common stock and one class of preferred stock. Holders of shares of Pershing Gold Common Stock and Series E Preferred Stock are entitled to all of the respective rights and obligations provided to common stockholders under Nevada law, the Pershing Gold Articles, and the Pershing Gold Bylaws.
As of November 26, there were (i) 33,676,921 shares of Pershing Gold Common Stock outstanding and (ii) 8,946 shares of Series E Preferred Stock outstanding.
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Americas Silver has outstanding one class of common shares carrying one vote per share and one class of preferred shares carrying no votes per share. Holders of Americas Silver Common Shares and preferred shares are entitled to all of the respective rights and obligations provided to shareholders under the CBCA, the Americas Silver Articles, and the Americas Silver Bylaws.
As of November 26, 2018, there were 43,402,434 Americas Silver Common Shares outstanding.
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Voting Rights
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Each holder of Pershing Gold Common Stock is entitled to receive notice of and attend all meetings of Pershing Gold Stockholders and shall have one vote for each share of Pershing Gold Common Stock held at all meetings of Pershing Gold Stockholders that such stockholders are entitled to vote. Also see “The Special Meeting of Pershing Gold Stockholders — Pershing Gold Record Date; Shares Entitled to Vote” beginning on page 54.
The Pershing Gold Bylaws provide that any action that may be taken at any annual or stockholders meeting may be taken without a meeting, prior notice or a vote if a consent in writing, setting forth the actions so taken, is signed by the stockholders holding shares not less than the number required to authorize such action at a meeting in which all stockholders entitled to vote thereon are present and voted.
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Each holder of Americas Silver Common Shares is entitled to receive notice of and attend all meetings of Americas Silver Shareholders (other than meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series) and shall have one vote for each Americas Silver Common Share held at all such meetings.
Except as required by law, including the CBCA, or in accordance with any voting rights which may from time to time be attached to any series of preferred shares, holders of the Americas Silver Preferred Shares will not be entitled to receive notice of, to attend or to vote at any meeting of the Americas Silver Shareholders, provided that the rights, privileges, restrictions and conditions attached to the Americas Silver Preferred Shares as a class may be added to, changed or removed only with the approval of the holders of the Americas Silver Preferred Shares given in such manner as may then be required by law, at a meeting of the holders of the Americas Silver Preferred Shares duly called for that purpose.
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Dividend Rights
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Under NRS Section 78.288, Pershing Gold may make distributions to its stockholders if after payment of such distribution:
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Pershing Gold would be able to pay its debts as they become due in the usual course of business; and
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Pershing Gold’s total assets would not be less than the sum of its total liabilities plus the amount that would be needed, if Pershing Gold were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.
The Pershing Gold Certificate of Designation contains the following
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Subject to compliance with the CBCA, the Americas Silver Articles and the Americas Silver Bylaws, dividends may be declared at the discretion of the board of directors. Under the CBCA, a corporation shall not declare or pay a dividend if there are reasonable grounds for believing that (1) the corporation is, or would after the payment be, unable to pay its liabilities as they become due or (2) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of the corporation’s shares.
Following the amendment to the Americas Silvers Articles to create the Americas Silver Preferred Shares, the Americas Silver Articles are expected to provide that dividends may be declared at the discretion of the board of directors, provided that no dividend shall be declared, paid or set aside with
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| | | | restriction on the payment of dividends: Pershing Gold shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of Pershing Gold (other than dividends on shares of Pershing Gold Common Stock payable in shares of Pershing Gold Common Stock) unless the stockholders of the Series E Preferred Stock then outstanding shall simultaneously receive, a dividend on each outstanding share of Series E Preferred Stock in an amount equal to (i) in the case of a dividend on Pershing Gold Common Stock or any class or series that is convertible into Pershing Gold Common Stock, that dividend per share of Series E Preferred Stock as would equal the product of (A) 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 Pershing Gold Common Stock and (B) the number of shares of Pershing Gold Common Stock issuable upon conversion of a share of Series E Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend, or (ii) in the case of a dividend on any class or series that is not convertible into Pershing Gold Common Stock, at a rate per share of Series E Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Pershing Gold Series E Original Issue Price ($990.00 per share, subject to adjustment), provided that, if Pershing Gold declares, pays or sets aside, on the same date, a dividend on shares of more than one class or | | | respect to the Americas Silver Common Shares or any class or series of shares convertible into Americas Silver Common Shares (other than dividends on the Americas Silver Common Shares paid in Americas Silver Common Shares) unless the holders of the Americas Silver Preferred Shares 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. | |
| | | | series of capital stock of Pershing Gold, the dividend payable to the holders of Series E Preferred Stock shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series E Preferred Stock dividend. | | | | |
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Size of the Board of Directors
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The Pershing Gold Articles provide that the Pershing Gold board of directors must be comprised of a minimum of one director.
The Pershing Gold Bylaws provide that the Pershing Gold board of directors will consist of not less than one director, with the current number of directors being fixed from time to time by resolution of the Pershing Gold board of directors or the Pershing Gold Stockholders. The current number of directors of Pershing Gold is four.
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Americas Silver’s Articles stipulate that the board of directors shall be composed of a minimum of three and a maximum of nine directors. The actual number of directors, within that range, is determined by the board of directors from time to time. The CBCA provides that any amendment to increase or decrease this minimum or maximum number of directors requires the approval of shareholders of Americas Silver by special resolution. A “special resolution” is a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders entitled to vote on the resolution or signed by all of the shareholders entitled to vote on the resolution.
Americas Silver’ board of directors currently has eight members. Pursuant to the terms of the Merger Agreement, the combined company’s board of directors will be comprised of nine directors. See “Proposal One — The Transaction — Board of Directors and Management After the Transaction” beginning on page 81.
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Classification of the Board of Directors
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| | The Pershing Gold Articles and Pershing Gold Bylaws do not classify the Pershing Gold board of directors into separate classes with staggered terms. | | | The CBCA provides that directors may be elected for a term expiring not later than the close of the third annual meeting of shareholders following the election, and that staggered terms are permissible; however, the Americas Silver Bylaws provide that a director’s term of office shall be from the date of the meeting at which such director is elected or appointed until the close of the annual meeting of shareholders next following such director’s election or appointment or until such director’s successor is elected or appointed. If qualified, a director whose term of office has expired is eligible for re-election as a director. | |
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Election of Directors
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| | The Pershing Gold Bylaws provide that in the election of directors, stockholders may not cumulate votes (i.e., cast for any candidate a number of votes greater than the number of stockholder’s shares). Candidates receiving a plurality of votes will be elected as directors as long as the director nomination requirements and quorum requirements are met. Neither Nevada law nor the Pershing Gold Bylaws has a director residency requirement. | | |
The CBCA provide that directors will be elected by ordinary resolution of the shareholders present in person or represented by proxy at the meeting and entitled to vote at the first meeting of the of shareholders and at each succeeding annual meeting at which an election of directors is required.
Pursuant to the CBCA, at least 25 percent of the directors of a CBCA corporation must be resident Canadians, but where a CBCA corporation has less than four directors, at least one director must be a resident Canadian.
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Removal of Directors
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NRS Section 78.335 provides that Pershing Gold directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the corporation. The Articles of Incorporation of a Nevada corporation may require a greater percentage of stockholders votes but may not require less.
Article II, Section 5 of the Pershing Gold bylaws states that directors may be removed by a majority of the voting power of the corporation. In such an instance, the NRS is the controlling authority.
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Under the CBCA, unless the articles of a corporation provide for cumulative voting (which is not the case for Americas Silver), shareholders of the corporation may, by a majority of the votes cast at a meeting, remove any director or directors from office.
The CBCA provides that the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office. An ordinary resolution under the CBCA requires the resolution to be passed, with or without amendment, at the meeting by at least a majority of the votes cast. The CBCA further provides that where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.
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Filling of Vacancies on the Board of Directors
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| | Under the NRS, a majority of the directors in office can fill any vacancy or newly created directorship. The Pershing Gold Bylaws provide that vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by the sole remaining director. Each director so elected will hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified. | | |
The CBCA generally allows a vacancy on the board of directors to be filled by a quorum of directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles. Under the CBCA, a vacancy among directors created by the removal of a director by shareholders may be filled at a meeting of shareholders at which the director is removed.
In addition to the board’s ability to fill a vacancy among directors, the CBCA and the Americas Silver Articles authorize the board of directors to appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.
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Ability to Call Special Meetings of Stockholders/Shareholders
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Under the NRS, a special meeting of stockholders may be called by the board of directors, any two directors, the president or as otherwise provided in the articles of incorporation or bylaws of the corporation.
The Pershing Gold Bylaws provide that a special meeting of the stockholders may be called at any time by the board of directors or by any officer instructed by the board of directors to call such a meeting. Written notice of a special meeting must be given not less than ten nor more than sixty days before the date of the special meeting to each stockholder entitled to vote thereat
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Under the CBCA, the Americas Silver board of directors may call a special meeting of shareholders at any time.
In addition, holders of not less than five percent of the outstanding shares of Americas Silver that carry the right to vote at a meeting sought to be held may requisition a shareholders meeting under the applicable provisions of the CBCA. The requisition must state the business to be transacted at the meeting. The Americas Silver board of directors must call a meeting of shareholders to transact the business stated in the requisition within 21 days of receiving the requisition; otherwise any requisitioning shareholder may call the meeting. The Americas Silver board of directors is not required to call a meeting upon receiving a requisition by a shareholder if (i) the business stated in the requisition is of a proscribed nature, (ii) a record date has already been fixed and notice provided in respect of a meeting, or (iii) the Americas Silver board of directors has
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Notice of Annual and Special Meetings of Stockholders/Shareholders
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Under the NRS, the board of directors must call an annual meeting of stockholders to elect directors not later than 18 months after holding the last preceding annual meeting. If the board fails to do so, a stockholder or stockholders entitling them to exercise at least 15% of the voting power of the corporation may make application to the appropriate district court in Nevada to order the election of directors.
The Pershing Gold Bylaws provide that notice of meetings of stockholders must specify the place, date, and hour of the meeting, the means of remote communication, if any, by which stockholders may participate in such meeting, and, in the case of special meetings, the purpose or purposes for which the meeting is called. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction or other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purposes. The notice must be given not less than ten days or more than sixty days before the date of the meeting.
For all annual and special meetings of stockholders, the Pershing Gold Bylaws provide that the stockholders of record entitled to vote shall be fixed by the board and such date shall be no more than sixty days and no less than ten days prior to the date of such meeting. For stockholder actions taken without a meeting, the board of directors may fix, by resolution, a record date, and if no record date has been fixed, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Pershing Gold.
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Under the CBCA, the board of directors must call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year.
Pursuant to the CBCA and the Americas Silver Bylaws, meetings of shareholders shall be held at such place within Canada as set forth in the Americas Silver Articles, or in the absence of such provision, at the place within Canada determined by the directors; provided, however, that a meeting of the Americas Silver Shareholders may be held at a place outside of Canada if all of the shareholders entitled to vote at such meeting agree that the meeting is to be held in such place.
Under the CBCA and the Americas Silver Bylaws, notice of the time and place of a meeting of Americas Silver Shareholders must be given not less than 21 days nor more than 60 days prior to the meeting to each director, to the auditor and to each shareholder entitled to vote at the meeting. In the case of a notice of a special meeting, the notice must also state the nature of the business to be transacted at the meeting and the text of any special resolution or bylaw to be submitted to the meeting.
Under the CBCA, the directors may fix in advance a date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but the record date must not precede by more than 60 days or by less than 21 days the date on which the meeting is to be held. If no record date is fixed, the record date shall be at the close of business on the day immediately preceding the day on which notice is given or, if no notice is given, the day on which the meeting is held.
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Quorum of Stockholders/Shareholders
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| | The Pershing Gold Bylaws provide that the presence, in person or by proxy, of the persons holding a majority of the outstanding shares of stock entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business. | | | 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. | |
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Stockholder/Shareholder Action by Written Consent
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| | The NRS provides that, except as otherwise stated in the articles of incorporation or bylaws, stockholders may act by written consent without a meeting. The Pershing Gold Bylaws provide that any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the stockholders holding shares not less than the number required to authorize such action at a meeting in which all stockholders entitled to vote thereon are present and voted. | | |
Under the CBCA, generally, shareholder action without a meeting may only be taken by written resolution signed by all shareholders who would be entitled to vote on the relevant issue at a meeting.
For a public company such as Americas Silver, this effectively means that all actions requiring shareholder approval must be taken at a duly convened shareholders’ meeting.
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Advance Notice Requirements for Director Nominations and Other Proposals by Stockholders/Shareholders
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| | Neither the Pershing Gold Bylaws nor the NRS provide specific requirements regarding the submission of stockholder proposals with respect to the nomination of candidates for election to the board of directors or other proposed actions. | | |
Under the CBCA, shareholder proposals, including proposals with respect to the nomination of candidates for election to the board of directors, may be made by eligible registered or beneficial holders of shares entitled to vote at an annual meeting of shareholders so long as the proposal is submitted by shareholders holding voting shares equal to at least five percent of the total number of outstanding voting shares of the corporation or the proposal has the support of persons who in the aggregate own, directly or indirectly, such number of voting shares.
Under Americas Silver’s Bylaws, an eligible Americas Silver Shareholder wishing to nominate a director for election to the Americas Silver board of directors is required to provide notice to Americas Silver, in proper form, within the following time periods:
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in the case of an annual meeting (including an annual and special meeting) of Americas Silver Shareholders, not less than 30 days
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prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made, notice of the nomination will be made not later than the close of business on the 10th day following the first public announcement of the date of the meeting; and
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in the case of a special meeting (which is not also an annual meeting) of Americas Silver Shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made.
In order to be in proper form, the notice of nomination must include: (i) the name, age, business and residential address of the proposed nominee; (ii) the principal occupation or employment of the proposed nominee for the past 5 years; (iii) the status of such person as a “resident Canadian” as defined in the CBCA; (iv) the class or series and number of securities in the capital of Americas Silver that are controlled or directed or that are owned beneficially or of record by the person and his or her representatives as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (v) full particulars regarding any contract, agreement, arrangement, understanding or relationship, including without limitation financial, compensation and indemnity related arrangements, between the person or any of his or her representatives and the nominating shareholder or any of its representatives; (vi) whether the person is party to any existing or proposed arrangement with any
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| | | | | | | competitor of Americas Silver (or any of its affiliates) or any other third party which may give rise to a real or perceived conflict of interest between the interests of Americas Silver or any of its affiliates and the interest of the person so nominated; and (vii) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with a solicitation of proxies for election of directors pursuant to the CBCA and any applicable securities laws. | |
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Amendments to the Articles of Incorporation
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| | NRS 78.390 provides that amendment of a corporation’s articles of incorporation requires a resolution from the board of directors and approval of the majority of the voting power. The Pershing Gold Articles may be amended if approved by the board of directors and the majority of the voting power of the corporation. | | | Under the CBCA, an amendment to the articles of incorporation generally requires approval by special resolution, being a resolution passed by a majority of not less than 662∕3% of the votes cast, in person or by proxy, by the shareholders of the corporation who voted in respect of the resolution, and, if applicable, a separate special resolution of the holders of any separately affected class of shares in accordance with the provisions of the CBCA. | |
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Amendments to Bylaws
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Under the NRS, the directors of the corporation have the power, to adopt, amend and repeal the bylaws of a corporation.
The Pershing Gold Bylaws provide that the Pershing Gold board of directors or stockholders may adopt, amend or repeal the bylaws.
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| | Under the CBCA, unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the board of directors of a corporation may make, amend or repeal by-lawsprovided that any such by-law, amendment or repeal of a by-law must be confirmed at the next meeting of shareholders by the affirmative vote of a majority of the shareholders entitled to vote thereat. Any by-law or amendment is effective when made by the board of directors but ceases to be effective if not confirmed by the shareholders. | |
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Mergers, Consolidations and Other Transactions
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Under the NRS, the board of directors and the holders of a majority of the voting power of the corporation (or such greater percentage as may be required by applicable law or the articles of incorporation) must approve a:
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merger;
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conversion;
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Under the CBCA, certain extraordinary corporate actions, such as:
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amalgamations (other than with certain affiliated corporations);
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continuances;
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generally, amendments to the articles of the corporation, including to change its name;
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exchange;
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sale, lease or exchange of all or substantially all of a corporation’s assets;
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amendments to articles of incorporation; and
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dissolution.
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sales, leases or exchanges of all, or substantially all, the property of a corporation other than in the ordinary course of business;
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reductions of stated capital for any purpose, e.g., in connection with the payment of special distributions (subject, in certain cases, to the satisfaction of solvency tests); and
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other extraordinary corporate actions such as liquidations, dissolutions and, if ordered by a court, arrangements;
are required to be approved by special resolution, being a resolution passed by a majority of not less than 662∕3% of the votes cast, in person or by proxy, by the shareholders who voted in respect of the resolution at a meeting the Americas Silver Shareholders. In specified cases, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, including in certain cases a class or series of shares not otherwise carrying voting rights.
Rules or policies of certain Canadian securities regulatory authorities, including Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61- 101”) contain requirements in connection with certain transactions involving a “related party,” including transactions by which an issuer, directly or indirectly, (i) acquires, sells, leases or transfers an asset; (ii) acquires or issues securities; (iii) combines; (iv) assumes or becomes subject to a liability; or (v) borrows money or lends money from, with or to, as the case may be, a related party. Under MI 61-101, a “related party” includes, among others, (i) directors and senior officers of the issuer, (ii) holders of voting securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities,
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and (iii) holders of a sufficient number of any securities of the issuer to materially affect control of the issuer.
MI 61-101 provides that, in connection with a “related party transaction” (in addition to any other required shareholder approval), Americas Silver is required, subject to the availability of certain exceptions, to: (i) provide specific disclosure in the proxy circular sent to securityholders in connection with a related party transaction where a meeting is required; (ii) obtain a formal valuation of the subject matter of the related party transaction and provide a summary thereof in the proxy circular; and (iii) obtain the approval of a majority of the votes cast by shareholders other than any related party that is an interested party in the transaction.
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Preemptive Rights of Stockholders/Shareholders
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Under the NRS, stockholders of a corporation do not have preemptive rights to subscribe to an additional issue of stock or to any security convertible into such stock, unless such right is expressly included in the articles of incorporation. The Pershing Gold Articles do not include any provision in this regard with respect to the holders of shares of Pershing Gold Common Stock, and holders of Pershing Gold Common Stock do have such preemptive rights.
Also see “Comparison of Rights of Series E Preferred Stockholders and Americas Silver Preferred Shareholders” beginning on page 174 for a discussion of certain preemptive and subscription rights granted to holders of Series E Preferred Stock.
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| | Under the CBCA, because the Americas Silver Articles do not provide for preemptive or subscription rights with respect to the holders of Americas Silver Common Shares, holders of Americas Silver Common Shares are not entitled to preemptive or subscription rights. | |
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Directors’ and Officers’ Liability and Indemnification
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| | The NRS provides that directors and officers of a Nevada corporation are not personally liable for the debts or liabilities of the corporation unless the director or officer acts as the alter ego of the corporation. A director of a Nevada corporation may be liable to the corporation, and in certain circumstances, its creditors, for a distribution made in violation of Nevada law. | | | Under the CBCA, a corporation may indemnify a director or officer, a former director or officer or a person who acts or acted at the corporation’s request as a director or officer or an individual acting in a similar capacity for another entity (who are referred to in this summary as an “indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, | |
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The Pershing Gold Bylaws provide that directors and officers of Pershing Gold have no personal liability to Pershing Gold or its stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) payment of dividends in violation of NRS 78.3900.
The NRS provides that a corporation may indemnify any person against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a director, officer, employee or agent of, or serving as such at the request of, Pershing Gold.
Under the NRS, Pershing Gold is authorized to advance expenses to a person entitled to indemnification upon receipt of an undertaking from such person to reimburse the corporation if the person is ultimately determined not to be entitled to indemnification.
Under the NRS, Pershing Gold is authorized to purchase and maintain insurance on behalf of those persons against whom any liability may be asserted as set forth in NRS.
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reasonably incurred by the indemnifiable person in any civil, criminal, administrative, investigative or other proceeding in which the person is involved because of that association, if:
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the person acted honestly and in good faith with a view to the best interests of the corporation or other entity; and
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in the case of a criminal or an administrative action enforceable by a monetary penalty, the person had reasonable grounds for believing the person’s conduct was lawful.
An indemnifiable person is also entitled to indemnity for reasonable defense costs and expenses if the person fulfills the above-mentioned requirements and was not judged to have committed any fault or omitted to do anything the person ought to have done.
A corporation may advance moneys to an indemnifiable person for the costs, charges and expenses of a proceeding provided that the indemnifiable person repays the moneys if he or she does not fulfill the above-mentioned requirements.
In the case of a derivative action, indemnity may be made only with court approval, if the indemnifiable person fulfills the above-mentioned requirements.
In addition, a corporation may purchase and maintain insurance for the benefit of an indemnifiable person against any liability incurred by such person whether in his or her capacity as a director or officer of the corporation or in his or her capacity as a director or officer of another entity if he or she acts or acted in that capacity at the corporation’s request.
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Oppression Remedy
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| | The NRS does not provide for a similar remedy. | | | Under the CBCA, a “complainant” (as such term is defined in the CBCA) may apply to a court for leave to bring a derivative action in the name and on behalf of Americas Silver, or to intervene in an existing action to which | |
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Americas Silver is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of Americas Silver. However, under the CBCA, no action may be brought and no intervention in an action may be made unless a court is satisfied that: (i) the complainant has given notice to the board of directors of Americas Silver of the complainant’s intention to apply to the court for such leave not less than 14 days before bringing the application if the board of directors of Americas Silver do not bring, diligently prosecute or defend or discontinue the action; (ii) the complainant is acting in good faith; and (iii) it appears to be in the interests of Americas Silver that the action be brought, prosecuted, defended or discontinued.
Under the CBCA, the court in a derivative action may make any order it determines to be appropriate, including, without limitation, (i) an order authorizing the complainant or any other person to control the conduct of the action, (ii) an order giving directions for the conduct of the action, (iii) an order directing that any amount determined to be payable by a defendant in the action will be paid, in whole or in part, directly to former and present securityholders of Americas Silver instead of to Americas Silver, and (iv) an order requiring Americas Silver to pay reasonable legal fees incurred by the complainant in connection with the action.
The CBCA provides an oppression remedy that enables a court to make any order, both interim and final, to rectify the matters complained of, if the court is satisfied upon the application by a complainant that: (a) any act or omission of the corporation or any of its affiliates effects a result; (b) the business or affairs of the corporation or any of its affiliates are, have been or are threatened to be carried on or conducted in a manner; or (c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, in
|
|
| | | | | | |
each case, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any securityholder, creditor, director or officer.
A complainant means (i) a registered holder or beneficial owner, or a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates; (ii) a director or an officer or a former director of officer of a corporation or of any of its affiliates; (iii) the Director as appointed by the Minister; or (iv) any other person who, in the discretion of the court, is a proper person to make such application.
Because of the breadth of conduct which can be complained of and the scope of a court’s remedial powers, the oppression remedy is very flexible and is sometimes relied upon to safeguard the interests of shareholders and other complainants with a substantial interest in the corporation. Under the CBCA, it is not necessary to prove that the directors of a corporation acted in bad faith in order to seek an oppression.
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|
|
Dissent Rights
|
| |
Under the NRS, a stockholder of a Nevada corporation is generally entitled to dissent and demand payment of the fair value of his or her shares in the event the corporation is a party to a merger, subject to specified exceptions. Pershing Gold Stockholders shall have the right to dissent and obtain the fair value of their shares, subject to such stockholder’s strict compliance with the requirements of Nevada law.
See “Proposal One — The Transaction — Dissenter’s Rights” beginning on page 118 and Annex B regarding the requirements for exercising and perfecting a stockholder’s right to dissent.
|
| |
The CBCA provides that shareholders of a corporation are entitled to exercise dissent rights and to be paid the fair value of their shares as determined by the board of directors of the corporation or, failing which, by the appropriate Canadian court upon an application timely brought by the corporation or a dissenting shareholder, in connection with specified matters, including:
an amendment to the corporation’s articles to add, remove or change the restrictions on the issue, transfer or ownership of shares of the class in respect of which a shareholder is dissenting;
•
an amendment to the corporation’s articles to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the
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|
| | | | | | |
powers that the corporation may exercise;
•
any amalgamation with another corporation (other than with certain affiliated corporations);
•
a continuance under the laws of another jurisdiction;
•
a sale, lease or exchange of all, or substantially all, the property of the corporation other than in the ordinary course of business; or
•
the carrying out of a going-private transaction; and
certain amendments to the articles of a corporation which require a separate class or series vote by a holder of shares of any class or series.
However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy.
Americas Silver Shareholders are not entitled to dissent/appraisal rights under the CBCA in connection with the Transaction.
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Voting Rights
|
| |
Each holder of Series E Preferred Stock is entitled to receive notice of and attend all meetings of Pershing Gold Stockholders and shall have one vote for each share of Pershing Gold Common Stock such stockholder would be entitled to receive if all of its shares of Series E Preferred Stock were converted into shares of Pershing Gold Common Stock (at the “Conversion Price” then in effect) on the record date set by the Pershing Gold board of directors for such vote on all matters submitted to the Pershing Gold Stockholders for approval, provided any such stockholder may not vote any such shares which would exceed the “Beneficial Ownership Limitation” (as defined below).
Except as otherwise required under the NRS, the shares of Series E Preferred Stock and the shares of Pershing Gold Common Stock will vote together as a single class.
Also see “The Special Meeting of Pershing Gold Stockholders — Pershing Gold Record Date; Shares Entitled to Vote” beginning on page 54.
|
| | Except as required by law, including the CBCA, or in accordance with any voting rights which may from time to time be attached to any series of preferred shares, holders of the Americas Silver Preferred Shares will not be entitled to receive notice of, to attend or to vote at any meeting of the Americas Silver Shareholders, provided that the rights, privileges, restrictions and conditions attached to the Americas Silver Preferred Shares as a class may be added to, changed or removed only with the approval of the holders of the Americas Silver Preferred Shares given in such manner as may then be required by law, at a meeting of the holders of the Americas Silver Preferred Shares duly called for that purpose. | |
|
Approval Rights
|
| |
The Pershing Gold Certificate of Designation provides that for so long as either (i) not less than 20% of the shares of Series E Preferred Stock remain outstanding or (ii) the aggregate fully diluted ownership percentage of the holders of Series E Preferred Stock equals or exceeds 5%, Pershing Gold shall not take any of the following actions without consent of at least 75% of the outstanding Series E Preferred Stock (or in the case of item D, at least a majority of the outstanding Series E Preferred Stock), voting as a separate class from the holders of Pershing Gold Common Stock:
(A)
create, authorize or issue any securities which will rank on parity with or senior to the Series E Preferred Stock as to dividend rights or liquidation rights; or
|
| | Neither the CBCA nor the Americas Silver Articles provide the holders of Americas Silver Preferred Shares with similar approval rights. | |
| | | |
(B)
enter into any certain variable rate transactions with respect to Pershing Gold’s securities; or
(C)
redeem, purchase or otherwise acquire directly or indirectly any Pershing Gold stock that ranks junior to the Series E Preferred Stock or pay or declare any dividend or make any distribution upon any such stock, or set aside any amount for the purchase or redemption of any such stock; provided that no consent shall be required in connection with the repurchase by Pershing Gold of warrants outstanding on date the Series E Preferred Stock were issued if such repurchase is in an aggregate amount not exceeding $250,000; or
(D)
any indebtedness other than certain permitted indebtedness without the consent of at least a majority of the outstanding Series E Preferred Stock, voting as a separate class from the holders of Pershing Gold Common Stock.
For so long as any shares of Series E Preferred Stock are outstanding, Pershing Gold shall not amend, repeal, modify or alter the Pershing Gold Articles or the Pershing Gold Bylaws or any other organizational document of Pershing Gold so as to adversely affect the rights, preferences, privileges and voting rights of the Series E Preferred Stock without the affirmative vote or consent of the holders of not less than 75% of the then outstanding Series E Preferred Stock, voting or consenting separately and as a single class from the holders of Pershing Gold Common Stock.
The Pershing Gold Certificate of Designation states that it may only be amended, modified or altered with the affirmative vote or consent of the holders of not less than 75% of the then outstanding Series E Preferred Stock, voting or consenting separately and as a single class from the holders of Pershing Gold Common Stock.
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| | | |
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Optional Conversion
|
| | Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the stockholder, into | | | Subject to the “Beneficial Ownership Limitation”, any holder of Americas Silver Preferred Shares shall be | |
| | | | that number of shares of Pershing Gold Common Stock determined by dividing the Pershing Gold Series E Original Issue Price ($990.00 per share, subject to adjustment) of such share of Series E Preferred Stock by the Conversion Price. | | | entitled to convert the whole or part of its Americas Silver Preferred Shares into Americas Silver Common Shares at the “Conversion Ratio” without the payment of any additional consideration. | |
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Automatic Conversion
|
| | Upon the consummation of a Change in Control, (i) all then outstanding shares of Series E Preferred Stock shall be automatically converted immediately prior to the effective time of such Change in Control into such number of shares of Pershing Gold Common Stock equal to (x) the Series E Original Issue Price of such share as of the date of such event, divided by (y) the Conversion Price in effect as of the date of such event, and holders of such shares of Pershing Gold Common Stock shall be entitled to receive the consideration payable to holders of Pershing Gold Common Stock in connection with such event; and (ii) each holder of Series E Preferred Stock shall be entitled to receive, in respect of each share of Series E Preferred Stock held by such stockholder (prior to the conversion contemplated in clause (i) above), to be paid out of the assets of Pershing Gold or the proceeds received in such event, a cash payment in an amount equal to 10% of the Series E Original Issue Price. | | | The Americas Silver Articles define an “Automatic Conversion Event” to mean, the first to occur of: (i) there being no holder of Americas Silver Preferred Shares whole fully diluted ownership percentage equals or exceeds 5%, and (ii) the consummation of a Change of Control (as defined below). | |
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Change in Control Definition
|
| |
In relation to Pershing Gold, a “Change in Control” means:
(i)
the sale, lease or transfer, in one transaction or a series of related transactions, of all or substantially all of Pershing Gold’s assets to any person or group;
(ii)
the consolidation or merger of Pershing Gold with or into any other person or the merger of another person with or into Pershing Gold, pursuant to which the holders of 100% of the total voting power of the total outstanding capital stock of Pershing Gold immediately prior to the consummation of such consolidation or merger do not beneficially own in the aggregate more than fifty percent (50%) of the total voting power of the total outstanding capital stock of the continuing or surviving person immediately after such transaction;
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| |
In relation to Americas Silver, a “Change of Control” means:
(i)
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 (A) the continuing or surviving entity immediately following such transaction, or (B) 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;
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| | | |
(c)
the acquisition, directly or indirectly, by any person or group of beneficial ownership of more than fifty percent (50%) of the total voting power of the total outstanding capital stock of Pershing Gold; or
(d)
certain other fundamental transactions which are also a Change in Control.
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| |
(ii)
the sale, lease, license, transfer or other disposition of all or substantially all of Americas Silver’s assets; or
(iii)
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.
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Conversion Price/Conversion Ratio
|
| | The Pershing Gold Certificate of Designation defines the “Conversion Price” as $0.33 per share, subject to adjustment. Due to prior adjustments, as of November 26, 2018, the Conversion price was $2.80. | | | The Americas Silver Articles define the “Conversion Ratio” as one Americas Silver Common Share for each Americas Silver Preferred Share. | |
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Beneficial Ownership Limitation
|
| | The Pershing Gold Certificate of Designation defines the “Beneficial Ownership Limitation” of a Pershing Gold Stockholder as 9.99% of the total number of shares of Pershing Gold Common Stock outstanding after giving effect to the issuance of shares of Pershing Gold Common Stock issuable upon conversion of such stockholders shares of Series E Preferred Stock. | | | The Americas Silver Articles define the “Beneficial Ownership Limitation” of an Americas Silver Shareholder as 4.99% of the total number of Americas Silver Common Shares outstanding after giving effect to the issuance of Americas Silver Common Shares issuable upon conversion of the Americas Silver Preferred Shares held by such shareholder. | |
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Liquidation Rights
|
| |
Upon a dissolution, liquidation, dissolution or winding up of Pershing Gold (excluding any merger, Change in Control or similar transaction), the Series E Preferred Stockholders shall be entitled to receive, after payment of all liabilities but prior to any payment or distribution made to any holders of stock junior to the Series E Preferred Stock, the greater of (i) the 110% of the original issue price of each such share of Series E Preferred Stock and (ii) the amount that such stockholder otherwise would be entitled to receive if all of its shares of Series E Preferred Stock were converted into shares of Pershing Gold Common Stock (at the Conversion Price then in effect) immediately prior to such liquidation event.
After the payment in full to the stockholders of all amounts to which such stockholders
|
| | Upon a dissolution, liquidation, dissolution or winding up of Americas Silver, or any return of capital or any other distribution of assets of Americas Silver among its shareholders for purposes of winding up its affairs, whether voluntary or involuntary, the holders of Americas Silver Preferred Shares shall rank pari passu with the Americas Silver Common Shareholders. | |
| | | | are entitled above, the stockholders as such shall have no right or claim to the remaining assets of Pershing Gold or proceeds thereof and shall not participate in any payment to holders of Pershing Gold Common Stock. | | | | |
|
Redemption
|
| |
Subject to meeting certain equity conditions set forth in the Pershing Gold Certificate of Designation, at any time commencing six months after the date such shares of Series E Preferred Stock are issued, Pershing Gold may elect to redeem all of the then outstanding Series E Preferred Stock, for cash in an amount equal to 110% of the Series E Original Issue Price as of such date of the outstanding Series E Preferred Stock together with all other amounts due to the stockholder pursuant any such transaction on the 10th trading day following notice of such redemption.
Notwithstanding the foregoing, Pershing Gold may only deliver a redemption notice within two trading days after the VWAP of the Pershing Gold Common Stock on the principal trading market equals or exceeds $0.45 (subject to equitable adjustment in the event of any subdivision, combination, stock split or similar event affecting the capital stock of Pershing Gold) for 15 out of any 20 consecutive trading days.
|
| | Neither the CBCA nor the Americas Silver Articles provide the holders of Americas Silver Preferred Shares with similar redemption rights. | |
|
Anti-Dilution
|
| |
If at any time while shares of Series E Preferred Stock remain outstanding, Pershing Gold pays a dividend or makes a distribution in stock, subdivides or consolidates outstanding shares of Pershing Gold Common Stock or issues, in connection with a reclassification of shares, shares of capital stock of Pershing Gold, the Conversion Price of the Pershing Gold Series E preferred shares will be adjusted so as to maintain the relative rights of the holders of the Pershing Gold Series E preferred shares.
If at any time while shares of Series E Preferred Stock remain outstanding, Pershing Gold issues, sells or grants any option to purchase or sells or grants and right to receive or otherwise disposes of any Pershing Gold Common Stock entitling any person to acquire shares of Pershing Gold Common Stock at an effective price per share that is lower than the then Conversion Price, the Conversion Price of the Series E Preferred Stock shall be reduced to equal
|
| | 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 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. | |
| | | |
such lower amount.
If at any time Pershing Gold grants, issues or sells any Pershing Gold Common Stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Pershing Gold Common Stock (the “Purchase Rights”), then a holder of Series E Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such stockholder could have acquired if it had held the number of shares of Pershing Gold Common Stock acquirable upon complete conversion of such stockholders Series E Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale, or, if no such record is taken, the date as of which the record holders of shares of Pershing Gold Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
If at any time while shares of Series E Preferred Stock remain outstanding, Pershing Gold is involved in certain “Fundamental Transactions” (as defined in the Pershing Gold Certificate of Designation) which do not constitute a Change in Control, then, upon any subsequent conversion of Series E Preferred Stock, the stockholders of Series E Preferred Stock shall have the right to receive, for each share of Pershing Gold Common Stock issuable upon conversion of the Series E Preferred Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Pershing Gold Common Stock of the successor or acquiring corporation or of Pershing Gold, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Pershing Gold Common Stock for which Series E Preferred Stock is convertible immediately prior to such Fundamental Transaction.
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| | | |
Beneficial Owner
|
| |
Common Shares
currently owned |
| |
Beneficial Ownership
Shares acquirable within 60 days(1) |
| |
Total
|
| |
Percent of
class |
| ||||||||||||
5% Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | |
CQS Cayman Limited Partnership
|
| | | | 2,420,728(2) | | | | | | | | | | | | 2,420,728 | | | | | | 5.58% | | |
Wellington Management Company, LLP
|
| | | | 2,369,444(3) | | | | | | — | | | | | | 2,369,444 | | | | | | 5.45% | | |
Oppenheimer Funds, Inc.
|
| | | | 2,498,618 | | | | | | — | | | | | | 2,498,618 | | | | | | 5.76% | | |
Ingalls & Snyder, LLC
|
| | | | 4,185,409(4) | | | | | | — | | | | | | 4,185,409 | | | | | | 9.64% | | |
Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
Darren Blasutti
|
| | | | 101,605 | | | | | | 366,664 | | | | | | 468,269 | | | | | | 1.08% | | |
Warren Varga
|
| | | | 1,526 | | | | | | 189,999 | | | | | | 191,525 | | | | | | 0.44% | | |
Peter J. McRae
|
| | | | 381 | | | | | | 136,666 | | | | | | 137,047 | | | | | | 0.32% | | |
Darren Dell
|
| | | | 8,400 | | | | | | 216,665 | | | | | | 225,065 | | | | | | 0.52% | | |
Alexander Davidson
|
| | | | 27,706 | | | | | | 108,332 | | | | | | 136,038 | | | | | | 0.31% | | |
Alan Edwards
|
| | | | 20,597 | | | | | | 108,332 | | | | | | 128,929 | | | | | | 0.30% | | |
Peter Hawley
|
| | | | 153,619 | | | | | | 108,332 | | | | | | 261,951 | | | | | | 0.60% | | |
Bradley R. Kipp
|
| | | | 0 | | | | | | 108,332 | | | | | | 108,332 | | | | | | 0.25% | | |
Gordon E. Pridham
|
| | | | 30,102 | | | | | | 108,332 | | | | | | 138,434 | | | | | | 0.32% | | |
Manuel Rivera
|
| | | | 0 | | | | | | 66,666 | | | | | | 66,666 | | | | | | 0.15% | | |
Lorie Waisberg
|
| | | | 618 | | | | | | 108,332 | | | | | | 108,950 | | | | | | 0.25% | | |
Current directors and executive officers as a group (11 persons)
|
| | | | 344,554 | | | | | | 1,626,652 | | | | | | 1,971,206 | | | | | | 4.54% | | |
| | |
Common Stock(1)
|
| |||||||||
Name of Beneficial Owner(2)
|
| |
Shares
Beneficially Owned |
| |
Percent of
Class |
| ||||||
5% Owners | | | | | | | | | | | | | |
Donald Smith Value Fund, L.P.(3)
|
| | | | 3,251,500 | | | | | | 9.7% | | |
Barry Honig(4)
|
| | | | 14,284,106 | | | | | | 38.0% | | |
Named Executive Officers and Directors | | | | | | | | | | | | | |
Stephen Alfers
|
| | | | 1,605,870(5) | | | | | | 4.7% | | |
Debra Struhsacker**
|
| | | | 101,369(6) | | | | | | *% | | |
Eric Alexander
|
| | | | 73,809(7) | | | | | | *% | | |
Jeffrey Clevenger
|
| | | | —(8) | | | | | | —% | | |
Edward Karr
|
| | | | 248,988(9) | | | | | | *% | | |
Pamela Saxton
|
| | | | 12,873(10) | | | | | | *% | | |
Executive Officers and Directors as a Group (six*** persons)
|
| | | | 2,017,376 | | | | | | 5.8% | | |
Americas Silver SEC Filings
|
| |
Period
|
|
Annual Report on Form 40-F | | | Fiscal Year Ended December 31, 2017, as filed on March 5, 2018 | |
Reports on Form 6-K | | | Filed on October 1, 2018 (2), October 5, 2018, October 11, 2018, November 5, 2018, November 23, 2018, November 26, 2018 | |
Pershing Gold SEC Filings
|
| |
Period
|
|
Annual Report on Form 10-K | | | Fiscal Year Ended December 31, 2017, as filed on March 28, 2018 | |
Quarterly Reports on Form 10-Q | | |
•
Form 10-Q dated May 14, 2018, filed on May 14, 2018
•
Form 10-Q dated August 13, 2018, filed on August 14, 2018
•
Form 10-Q dated November 2, 2018, filed on November 2, 2018
|
|
Pershing Gold SEC Filings
|
| |
Period
|
|
Current Reports on Form 8-K | | |
•
Form 8-K dated January 5, 2018, filed on January 8, 2018
•
Form 8-K dated January 18, 2018, filed on January 18, 2018
•
Form 8-K dated February 1, 2018, filed on February 1, 2018
•
Form 8-K dated February 26, 2018, filed on February 26, 2018
•
Form 8-K dated March 13, 2018, filed on March 13, 2018
•
Form 8-K dated April 26, 2018, filed on April 27, 2018
•
Form 8-K dated June 27, 2018, filed on June 27, 2018
•
Form 8-K dated August 31, 2018, filed on August 31, 2018
•
Form 8-K dated October 1, 2018, filed on October 1, 2018 (and amended on October 3, 2018)
•
Form 8-K dated October 4, 2018, filed on October 4, 2018
|
|
Proxy Statement | | |
•
Definitive 14A filed on April 30, 2018
|
|
| | | | | A-2 | |
| | | | | A-2 | |
| | | | | A-17 | |
| | | | | A-17 | |
| | | | | A-17 | |
| | | | | A-17 | |
| | | | | A-18 | |
| | | | | A-18 | |
| | | | | A-18 | |
| | | | | A-19 | |
| | | | | A-19 | |
| | | | | A-20 | |
| | | | | A-21 | |
| | | | | A-22 | |
| | | | | A-23 | |
| | | | | A-26 | |
| | | | | A-28 | |
| | | | | A-29 | |
| | | | | A-29 | |
| | | | | A-29 | |
| | | | | A-30 | |
| | | | | A-30 | |
| | | | | A-30 | |
| | | | | A-30 | |
| | | | | A-31 | |
| | | | | A-31 | |
| | | | | A-31 | |
| | | | | A-32 | |
| | | | | A-32 | |
| | | | | A-32 | |
| | | | | A-37 | |
| | | | | A-39 | |
| | | | | A-39 | |
| | | | | A-40 | |
| | | | | A-42 | |
| | | | | A-43 | |
| | | | | A-45 | |
| | | | | A-45 | |
| | | | | A-46 | |
| | | | | A-46 |
| | | | | A-46 | |
| | | | | A-46 | |
| | | | | A-46 | |
| | | | | A-51 | |
| | | | | A-52 | |
| | | | | A-52 | |
| | | | | A-52 | |
| | | | | A-52 | |
| | | | | A-54 | |
| | | | | A-54 | |
| | | | | A-55 | |
| | | | | A-55 | |
| | | | | A-56 | |
| | | | | A-57 | |
| | | | | A-58 | |
| | | | | A-58 | |
| | | | | A-59 | |
| | | | | A-60 | |
| | | | | A-60 | |
| | | | | A-60 | |
| | | | | A-60 | |
| | | | | A-60 | |
| | | | | A-61 | |
| | | | | A-61 | |
| | | | | A-61 | |
| | | | | A-62 | |
| | | | | A-62 | |
| | | | | A-62 | |
| | | | | A-63 | |
| | | | | A-63 | |
| | | | | A-63 | |
| | | | | A-63 | |
| | | | | A-64 | |
| | | | | A-64 | |
| | | | | A-64 | |
| | | | | A-64 | |
| | | | | A-A-1 | |
| | | | | A-B-1-1 | |
| | | | | A-B-2-1 | |
| | | | | A-C-1-1 | |
| | | | | A-C-2-1 |
| Schedule A | | | — | | | ARTICLES OF INCORPORATION | |
| Schedule B-1 | | | — | | | MERGER RESOLUTION | |
| Schedule B-2 | | | — | | | PURCHASER MEETING RESOLUTIONS | |
| Schedule C-1 | | | — | | | FORM OF COMPANY SUPPORT AGREEMENT | |
| Schedule C-2 | | | — | | | FORM OF PURCHASER SUPPORT AGREEMENT | |
| Schedule D | | | — | | | PREFERRED STOCK TERMS | |
| Schedule E | | | — | | | REPRESENTATIONS AND WARRANTIES OF THE COMPANY | |
| Schedule F | | | — | | | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND ACQUIRECO |
|
| Schedule G | | | — | | | RETENTION ARRANGEMENTS | |
|
By:
/s/ Darren Blasutti
Name: Darren Blasutti
Title: President and CEO |
| | | |
|
By:
/s/ Darren Blasutti
Name: Darren Blasutti
Title: Director |
| | | |
|
By:
/s/ Stephen D. Alfers
Name: Stephen D. Alfers
Title: President and CEO |
| | | |
| | | | AMERICAS SILVER CORPORATION | |
| | | |
By:
Name:
Title: |
|
|
Irrevocably accepted and agreed , 2018.
|
| | | |
| Address for Notice: | | | Name of Securityholder: | |
|
|
| | | |
|
|
| |
|
|
|
|
| | | |
| | | | Signature: | |
| | | |
|
|
Registered or Beneficial Holder
|
| |
Number of Shares
of Common Stock |
| |
Number of Shares
of Preferred Stock |
| |
Number of Convertible Securities
|
| |||
|
Warrants
|
| |
Options
|
| ||||||||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
TOTAL: | | | | | | | | | | | | | |
| | | | PERSHING GOLD CORPORATION | |
| | | |
By:
Name:
Title: |
|
|
Irrevocably accepted and agreed , 2018.
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| Address for Notice: | | | Name of Securityholder: | |
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| | | | Signature: | |
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Registered or Beneficial Holder
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Number of Shares
of Common Stock |
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Number of Convertible Securities
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Warrants
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Options
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TOTAL: | | | | | | | | | | |
| | | | [HOLDER] | |
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By:
Name:
Title: |
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| (a) | | | Stephen D. Alfers | |
| (b) | | | Eric Alexander | |
| (c) | | | Mindyjo Germann | |
| (d) | | | Timothy Janke | |
| (e) | | | Timothy Arnold | |
| (f) | | | Doug Prihar | |
| (g) | | | Jarod Eastman | |
| (h) | | | Nick Ricci | |
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Address for Notice:
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| | Name of Securityholder: | |
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| | Signature: | |
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Registered or Beneficial Holder
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Number of Shares of
Common Stock |
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Number of Convertible Securities
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Warrants
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Options
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TOTAL: | | | | | | | | | | |
Name of Securityholder
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Number of
Common Shares (Subject Common Shares) |
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Number of
Series E Shares (Subject Series E Shares) |
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Number of
options |
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Number of
warrants |
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Number of
Restricted Stock Units |
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Barry Honig
|
| | | | 2,805,217 | | | | | | 301,950 | | | | | | 744,446 | | | | | | — | | | | | | — | | |
Barry Honig and Renee Honig, as tenants by the entirety
|
| | | | 432,077 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
GRQ Consultants, Inc. 401K
|
| | | | 5,193,568 | | | | | | 1,495,606 | | | | | | — | | | | | | 396,039 | | | | | | — | | |
GRQ Consultants, Inc.
|
| | | | 121,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
GRQ Consultants, Inc. Roth 401K FBO BarryHonig
|
| | | | 1,763,522 | | | | | | 731,892 | | | | | | — | | | | | | — | | | | | | — | | |
GRQ Consultants, Inc. Defined Benefit Plan
|
| | | | 89,148 | | | | | | 205,425 | | | | | | — | | | | | | — | | | | | | — | | |
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535 Madison Avenue
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CANACCORD GENUITY LLC
New York, NY 10022 USA 212.389.8000 www.canaccordgenuity.com |
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