/FOR DISTRIBUTION IN THE UNITED STATES/
TORONTO, Oct. 9, 2024
/PRNewswire/ - Americas Gold and Silver Corporation (TSX:
USA) (NYSE American: USAS)
("Americas" or the "Company") refers to its previous news release
in which it announced, among other things, a binding agreement (the
"Definitive Agreement") with an affiliate of Eric Sprott ("Sprott") and Paul Andre Huet under which Americas will
acquire the remaining 40% interest in the Galena Complex ("Galena")
in Idaho, USA to consolidate the
current Galena joint venture (the "Acquisition"). The Company also
announced that it entered into an agreement to complete a bought
deal private placement financing of subscription receipts of the
Company (the "Subscription Receipts") to raise gross proceeds of
C$40 million at an issue price of
C$0.40 per Subscription Receipt (the
"Issue Price") (the "Concurrent Financing").
The Company is pleased to announce that it has entered into an
amending agreement with the syndicate of underwriters
(collectively, the "Underwriters") to upsize the Concurrent
Financing. In connection with the upsized offering, the Company
will issue an additional 12,500,000 Subscription Receipts for a
total of 112,500,000 Subscription Receipts at the Issue Price for
aggregate gross proceeds to the Company of C$45 million. Americas has also granted the
Underwriters an option to purchase up to an additional 12,500,000
Subscription Receipts at the Issue Price for additional gross
proceeds of up to C$5 million (the
"Option") which will be exercisable, in whole or in part, at any
time prior to closing of the Concurrent Financing. If the Option is
exercised in full, the total gross proceeds of the Concurrent
Financing will be C$50 million.
Each Subscription Receipt shall entitle the holder thereof to
receive, upon satisfaction or waiver of the Escrow Release
Conditions (as defined below), without payment of additional
consideration, one common share in the capital of Americas (each,
an "Americas Share"), subject to adjustments and in accordance with
the terms and conditions of a subscription receipt agreement to be
entered into upon closing of the Concurrent Financing (the
"Subscription Receipt Agreement"). For the purposes of the
Concurrent Financing and pursuant to the Subscription Receipt
Agreement, the escrow release conditions include: (a) the
satisfaction or waiver of all conditions precedent to the
completion of the Acquisition in accordance with the Definitive
Agreement, other than the issuance of the share consideration and
the cash consideration; and (b) the receipt of all required board,
shareholder, regulatory and exchange approvals in connection with
the Concurrent Financing and Acquisition (the "Escrow Release
Conditions").
The gross proceeds from the sale of the Subscription Receipts,
less certain expenses and fees of the Underwriters, will be
deposited and held in escrow pending the satisfaction or waiver of
the Escrow Release Conditions by the Company's escrow agent, as
subscription receipt and escrow agent under the Subscription
Receipt Agreement.
If a Termination Event (as defined below) occurs, the escrowed
proceeds of the Concurrent Financing will be returned on a pro rata
basis to the holders of Subscription Receipts, together with the
interest earned thereon, and the Subscription Receipts will be
cancelled and have no further force and effect, all in accordance
with the terms of the Subscription Receipt Agreement. For the
purposes of the Concurrent Financing and pursuant to the
Subscription Receipt Agreement, a "Termination Event" includes: (a)
the Escrow Release Conditions having not been satisfied or waived
prior to 5:00 p.m. (Toronto time) on February 27, 2025; and (b) the termination of the
Definitive Agreement in accordance with its terms. The Concurrent
Financing is currently expected to close on or about October 30, 2024, and is subject to TSX, NYSE
American and other necessary regulatory approvals. Following
completion of the Acquisition, the net proceeds from the Concurrent
Financing are expected to be used for growth initiatives at the
Galena Complex, the payment of the cash consideration to Sprott,
the repayment of certain of the Company's existing indebtedness,
the payment of transaction expenses and for working capital and
general corporate purposes.
The Subscription Receipts will be offered by way of: (a) private
placement in each of the provinces of Canada pursuant to applicable prospectus
exemptions under applicable Canadian securities laws; (b) in
the United States or to, or for
the account or benefit of U.S. persons, by way of private placement
pursuant to the exemptions from registration provided for under
Rule 506(b) and/or Section 4(a)(2) of the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"); and (c) in
jurisdictions outside of Canada and the United States as are agreed
to by Americas and the Underwriters on a private placement or
equivalent basis.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States, Canada or in any other jurisdiction where such
offer, solicitation or sale is unlawful. The securities have not
been and will not be registered under the U.S. Securities Act, or
under any securities laws of any state of the United States, and may not be offered or
sold, directly or indirectly, or delivered within the United States or to, or for the account or
benefit of, a U.S. person or person in the United States, except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act and any applicable securities laws of any state of
the United States. "United States"
and "U.S. person" are as defined in Regulation S under the U.S.
Securities Act.
About Americas Gold and Silver Corporation
Americas Gold and Silver Corporation is a high‐growth precious
metals mining company with multiple assets in North America. The Company owns and operates
the Cosalá Operations in Sinaloa,
Mexico, manages the 60%‐owned Galena Complex in Idaho, USA, and is re‐evaluating the Relief
Canyon mine in Nevada, USA. The
Company also owns the San Felipe
development project in Sonora,
Mexico. For further information, please see SEDAR+ or
www.americas‐gold.com.
Technical Information and Qualified Persons
The scientific and technical information relating to the
Company's material mining properties contained herein has been
reviewed and approved by Chris
McCann, P.Eng., Vice President, Technical Services of the
Company. The Company's current Annual Information Form and the NI
43‐101 Technical Reports for its mineral properties, all of which
are available on SEDAR+ at www.sedarplus.ca, and EDGAR at
www.sec.gov, contain further details regarding mineral reserve and
mineral resource estimates, classification and reporting
parameters, key assumptions and associated risks for each of the
Company's material mineral properties, including a breakdown by
category.
All mining terms used herein have the meanings set forth in
National Instrument 43‐101 – Standards of Disclosure for Mineral
Projects ("NI 43‐101"), as required by Canadian securities
regulatory authorities. These standards differ from the
requirements of the SEC that are applicable to domestic
United States reporting companies.
Any mineral reserves and mineral resources reported by the Company
in accordance with NI 43‐101 may not qualify as such under SEC
standards. Accordingly, information contained in this news release
may not be comparable to similar information made public by
companies subject to the SEC's reporting and disclosure
requirements.
Cautionary Statement on Forward‐Looking Information:
This news release contains "forward‐looking information" within
the meaning of applicable securities laws. Often, but not always,
forward‐looking information can be identified by forward‐looking
words such as "anticipate", "believe", "expect", "goal", "plan",
"intend", "potential', "estimate", "may", "assume" and "will" or
similar words suggesting future outcomes, or other expectations,
beliefs, plans, objectives, assumptions, intentions, or statements
about future events or performance. Forward‐looking information
includes, but is not limited to, the terms and expected timing of
the Acquisition and Concurrent Financing,; Americas' expectations,
intentions, plans, assumptions and beliefs with respect to, among
other things, estimated and targeted production rates and results
for gold, silver and other metals, the expected prices of gold,
silver and other metals, as well as the related costs, expenses and
capital expenditures; production from the Galena Complex and Cosalá
Operations, including the expected number of producing stopes and
production levels; the expected timing and completion of required
development and the expected operational and production results
therefrom, including the anticipated improvements to production
rates and cash costs per silver ounce and all‐in sustaining costs
per silver ounce; and statements relating to Americas' EC120
Project, including expected approvals, execution and timing and
capital expenditures required to develop such project and reach
production thereat, and expectations regarding its ability to rely
in existing infrastructure, facilities, and equipment. Guidance and
outlook references contained in this press release were prepared
based on current mine plan assumptions with respect to production,
development, costs and capital expenditures, the metal price
assumptions disclosed herein, and assumes no further adverse
impacts to the Cosalá Operations from blockades or work stoppages,
and completion of the shaft repair and shaft rehab work at the
Galena Complex on its expected schedule and budget, the realization
of the anticipated benefits therefrom, and is subject to the risks
and uncertainties outlined below. The ability to maintain cash flow
positive production at the Cosalá Operations, which includes the
EC120 Project, through meeting production targets and at the Galena
Complex through implementing the Galena Recapitalization Plan,
including the completion of the Galena shaft repair and shaft rehab
work on its expected schedule and budget, allowing the Company to
generate sufficient operating cash flows while facing market
fluctuations in commodity prices and inflationary pressures, are
significant judgments in the consolidated financial statements with
respect to the Company's liquidity. Should the Company experience
negative operating cash flows in future periods, the Company may
need to raise additional funds through the issuance of equity or
debt securities. Forward‐looking information is based on the
opinions and estimates of Americas as of the date such information
is provided and is subject to known and unknown risks,
uncertainties, and other factors that may cause the actual results,
level of activity, performance, or achievements of Americas to be
materially different from those expressed or implied by such
forward‐looking information. With respect to the business of
Americas, these risks and uncertainties include risks relating to
widespread epidemics or pandemic outbreak, actions that have been
and may be taken by governmental authorities to contain such
epidemic or pandemic or to treat its impact and/or the
availability, effectiveness and use of treatments and vaccines
(including the effectiveness of boosters); interpretations or
reinterpretations of geologic information; unfavorable exploration
results; inability to obtain permits required for future
exploration, development or production; general economic conditions
and conditions affecting the industries in which the Company
operates; the uncertainty of regulatory requirements and approvals;
potential litigation; fluctuating mineral and commodity prices; the
ability to obtain necessary future financing on acceptable terms or
at all; the ability to operate the Company's projects; risks
associated with the closing and implementation of the Acquisition
and Concurrent Financing; and risks associated with the mining
industry such as economic factors (including future commodity
prices, currency fluctuations and energy prices), ground
conditions, illegal blockades and other factors limiting mine
access or regular operations without interruption, failure of
plant, equipment, processes and transportation services to operate
as anticipated, environmental risks, government regulation, actual
results of current exploration and production activities, possible
variations in ore grade or recovery rates, permitting timelines,
capital and construction expenditures, reclamation activities,
labor relations or disruptions, social and political developments,
risks associated with generally elevated inflation and inflationary
pressures, risks related to changing global economic conditions,
and market volatility, risks relating to geopolitical instability,
political unrest, war, and other global conflicts may result in
adverse effects on macroeconomic conditions including volatility in
financial markets, adverse changes in trade policies, inflation,
supply chain disruptions and other risks of the mining industry.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward‐looking information, there may be other
factors that cause results not to be as anticipated, estimated, or
intended. Readers are cautioned not to place undue reliance on such
information. Additional information regarding the factors that may
cause actual results to differ materially from this forward‐looking
information is available in Americas' filings with the Canadian
Securities Administrators on SEDAR+ and with the SEC. Americas does
not undertake any obligation to update publicly or otherwise revise
any forward‐looking information whether as a result of new
information, future events or other such factors which affect this
information, except as required by law. Americas does not give any
assurance (1) that Americas will achieve its expectations,
including regarding the closing and implementation of the
Acquisition and Concurrent Financing, or (2) concerning the result
or timing thereof. All subsequent written and oral forward‐looking
information concerning Americas are expressly qualified in their
entirety by the cautionary statements above.
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SOURCE Americas Gold and Silver Corporation