SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • May 3rd, 2018 • Americas Silver Corp • Metal mining • Ontario
WHEREAS the Board of Directors (as hereinafter defined) of the Corporation, in the exercise of its fiduciary duties, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited Take-over Bid (as hereinafter defined) for the Common Shares, (b) provide the Board of Directors with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited Take-over Bid; (c) encourage the fair treatment of the Corporation's shareholders in connection with any unsolicited Take-over Bid and (d) generally assist the Board of Directors in enhancing shareholder value;
WARRANT INDENTURE Providing for the Issue of up to 10,305,436 Common Share Purchase Warrants June 14, 2016Americas Silver Corp • January 11th, 2017 • Ontario
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
AT THE MARKET OFFERING AGREEMENT February 18, 2020The Market Offering Agreement • February 18th, 2020 • Americas Gold & Silver Corp • Metal mining • New York
Americas Gold and Silver Corporation, a Canadian corporation incorporated under the Canada Business Corporation Act (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) and Roth Capital Partners, LLC (“Roth” and, collectively with the Lead Manager, the “Managers” and, each, a “Manager”) as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • Americas Gold & Silver Corp • Metal mining • Ontario
TO: Desjardins Securities Inc. Cormark Securities Inc., Stifel Nicolaus Canada Inc., H.C. Wainwright & Co., LLC, A.G.P./Alliance Global Partners, Clarus Securities Inc., Laurentian Bank Securities Inc., and Roth Capital Partners, LLC
AGENCY AGREEMENTAgency Agreement • January 11th, 2017 • Americas Silver Corp • Ontario
SUPPORT AGREEMENT AMERICAS SILVER CORPORATIONSupport Agreement • October 5th, 2018 • Americas Silver Corp • Metal mining • Nevada
Pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger dated as of September 28, 2018 (the “Merger Agreement”), among Americas Silver Corporation, a corporation incorporated under the federal laws of Canada (the “Purchaser”), Pershing Gold Corporation, a Nevada corporation (the “Company”), and R Merger Sub, Inc., a Nevada corporation (“Acquireco”), Acquireco will merge with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth in the Merger Agreement, and (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.715 of a Purchaser Share (the “Common Stock Consideration”), and (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time will be, at the election of the holder thereof, either (A) converted into the right to receive four hundred sixty-one and 440/100
VOTING SUPPORT AGREEMENTVoting Support Agreement • October 5th, 2018 • Americas Silver Corp • Metal mining • Nevada
WHEREAS, concurrently with the execution of this agreement, Americas Silver, Pershing Gold Corporation, a Nevada corporation (“Pershing” or the “Company”), and R Merger Sub, Inc., a Nevada corporation (“Acquireco”) have entered into an Agreement and Plan of Merger dated the date hereof (the “Transaction Agreement”), pursuant to which Acquireco will merge with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth in the Transaction Agreement, and (i) each Common Share (as defined herein) issued and outstanding immediately prior to the Effective Time (as defined herein) will be converted into the right to receive 0.715 of a common share of Americas Silver (the “Common Stock Consideration”), and (ii) each Series E Share (as defined herein) issued and outstanding immediately prior to the Effective Time will be, at the election of the holder thereof, either (A) converted into the right to receive four hundred sixty-one and 440/1000
SUBSCRIPTION RECEIPT AGREEMENTSubscription Receipt Agreement • January 11th, 2017 • Americas Silver Corp • Ontario
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and registered to carry on business in the Province of Ontario (the “Receipt Agent”).
AGREEMENT AND PLAN OF MERGER AMERICAS SILVER CORPORATION - and - R MERGER SUB, INC. - and - PERSHING GOLD CORPORATION September 28, 2018Agreement and Plan of Merger • October 5th, 2018 • Americas Silver Corp • Metal mining • Nevada
NOW THEREFORE in consideration of the foregoing and of the representations, warranties, covenants and agreements herein contained, the Parties, intending to be legally bound, agree as follows:
LOAN AGREEMENT Among AMERICAS SILVER CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, and THOSE PERSONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING...Loan Agreement • January 11th, 2017 • Americas Silver Corp • Ontario
This LOAN AGREEMENT dated as of February 11, 2016, is made by and among AMERICAS SILVER CORPORATION, a corporation organized and existing under the laws of the Canada, as the borrower (the Borrower), those Subsidiaries of the Borrower from time to time party hereto, as guarantors (the Guarantors), THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION PAGES HEREOF UNDER THE HEADING “LENDERS”, as the lender (together with its successors and assigns, the Lender or the Lenders).
