AMERICAS GOLD AND SILVER TO CONSOLIDATE THE GALENA COMPLEX IN TRANSACTION WITH ERIC SPROTT;PAUL ANDRE HUET TO BE APPOINTED CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Americas Gold and Silver has announced a binding agreement to acquire the remaining 40% interest in the Galena Complex in Idaho, USA, consolidating the current joint venture. Key highlights include:
1. Paul Andre Huet will be appointed Chairman and CEO upon closing.
2. A bought deal private placement financing of subscription receipts to raise C$40 million at C$0.40 per receipt.
3. Advanced discussions for debt refinancing to restructure the company's balance sheet.
4. Consolidation of Galena, a major silver mine in North America.
5. Eric Sprott to become the largest shareholder.
6. Enhanced leverage to silver, with 80% of revenue expected from silver by H2 2025.
The transaction is subject to shareholder and regulatory approvals, with closing expected by the end of the year.
Americas Gold and Silver ha annunciato un accordo vincolante per acquisire il restante 40% del complesso Galena in Idaho, USA, consolidando l'attuale joint venture. Punti salienti includono:
1. Paul Andre Huet sarà nominato Presidente e CEO al momento della chiusura.
2. Un finanziamento tramite un'operazione di vendita privata di ricevute di sottoscrizione per raccogliere 40 milioni di dollari canadesi a 0,40 dollari per ricevuta.
3. Discussioni avanzate per il rifinanziamento del debito per ristrutturare il bilancio della società.
4. Consolidamento di Galena, una delle principali miniere d'argento in Nord America.
5. Eric Sprott diventerà il maggiore azionista.
6. Maggiore leva sull'argento, con l'80% dei ricavi previsto dall'argento entro il secondo semestre del 2025.
La transazione è soggetta ad approvazioni da parte degli azionisti e delle autorità di regolamentazione, con la chiusura prevista entro la fine dell'anno.
Americas Gold and Silver ha anunciado un acuerdo vinculante para adquirir el 40% restante del complejo Galena en Idaho, EE. UU., consolidando la actual empresa conjunta. Aspectos destacados incluyen:
1. Paul Andre Huet será nombrado Presidente y CEO al cierre.
2. Un financiamiento a través de una colocación privada de recibos de suscripción para recaudar 40 millones de dólares canadienses a 0.40 dólares por recibo.
3. Discusiones avanzadas para la refinanciación de deudas con el fin de reestructurar el balance de la empresa.
4. Consolidación de Galena, una importante mina de plata en América del Norte.
5. Eric Sprott se convertirá en el mayor accionista.
6. Mayor apalancamiento con la plata, con el 80% de los ingresos previstos provenientes de la plata para el segundo semestre de 2025.
La transacción está sujeta a aprobaciones por parte de los accionistas y organismos reguladores, con el cierre esperado para finales de año.
Americas Gold and Silver는 미국 아이다호에 있는 갈레나 복합체의 나머지 40% 지분을 인수하는 구속력 있는 계약을 체결했다고 발표했습니다. 이는 현재의 합작 투자를 통합하는 것입니다. 주요 하이라이트는 다음과 같습니다:
1. Paul Andre Huet가 거래 완료 시 회장 및 CEO로 임명됩니다.
2. 수신 증서를 통한 사모 배치 자금 조달로 4천만 캐나다 달러를 모금할 예정이며, 수신당 0.40 캐나다 달러입니다.
3. 회사의 대차대조표를 재구성하기 위한 부채 재조정에 대한 고급 논의가 진행 중입니다.
4. 북미의 주요 은광인 갈레나의 통합.
5. Eric Sprott가 최대 주주가 됩니다.
6. 2025년 하반기까지 매출의 80%가 은에서 예상되며, 은에 대한 레버리지가 강화됩니다.
이번 거래는 주주 및 규제 당국의 승인을 받을 예정이며, 연말까지 완료될 것으로 예상됩니다.
Americas Gold and Silver a annoncé un accord contraignant pour acquérir le reste de 40% de l'intérêt dans le complexe Galena dans l'Idaho, aux États-Unis, consolidant l'actuelle coentreprise. Les points clés incluent :
1. Paul Andre Huet sera nommé Président et CEO lors de la clôture.
2. Un financement par l'intermédiaire d'une opération de placement privé de reçus de souscription pour lever 40 millions de dollars canadiens à 0,40 dollar par reçu.
3. Discussions avancées pour le refinancement de la dette afin de restructurer le bilan de l'entreprise.
4. Consolidation de Galena, une mine d'argent majeure en Amérique du Nord.
5. Eric Sprott deviendra l'actionnaire majoritaire.
6. Un effet de levier accru sur l'argent, avec 80% des revenus prévus provenant de l'argent d'ici le second semestre 2025.
La transaction est soumise à l'approbation des actionnaires et des réglementations, la clôture étant attendue d'ici la fin de l'année.
Americas Gold and Silver hat eine verbindliche Vereinbarung zur Übernahme des verbleibenden 40%-Anteils am Galena-Komplex in Idaho, USA, bekannt gegeben, wodurch das bestehende Joint Venture konsolidiert wird. Wichtige Highlights umfassen:
1. Paul Andre Huet wird zum Zeitpunkt des Abschlusses zum Vorsitzenden und CEO ernannt.
2. Eine Privatplatzierung von Subskriptionsquittungen zur Beschaffung von 40 Millionen kanadischen Dollar zu 0,40 Dollar pro Quittung.
3. Fortgeschrittene Gespräche über die Refinanzierung von Schulden zur Umstrukturierung der Bilanz des Unternehmens.
4. Konsolidierung von Galena, einer der wichtigsten Silberminen in Nordamerika.
5. Eric Sprott wird der größte Aktionär.
6. Erhöhte Hebelwirkung auf Silber, da 80% des Umsatzes bis zum zweiten Halbjahr 2025 voraussichtlich aus Silber stammen.
Die Transaktion unterliegt der Genehmigung durch die Aktionäre und Aufsichtsbehörden, der Abschluss wird bis Ende des Jahres erwartet.
- Acquisition of remaining 40% interest in Galena Complex, consolidating ownership
- Appointment of Paul Andre Huet as Chairman and CEO, bringing proven track record in optimizing underground mines
- C$40 million bought deal private placement financing at C$0.40 per subscription receipt
- Eric Sprott becoming the largest shareholder, providing long-term support
- Expected increase in silver production, with 80% of revenue from silver by H2 2025
- Potential for improved balance sheet through debt refinancing and deleveraging
- Streamlined operational and financial decision-making at Galena Complex
- Issuance of 170 million new common shares, potentially diluting existing shareholders
- US$10 million cash payment required as part of the acquisition
- Obligation to deliver 18,500 ounces of silver monthly for 36 months starting around January 2026
- Potential increase in debt through refinancing discussions
Insights
This is a highly impactful announcement for Americas Gold and Silver The company is making several significant moves:
- Acquiring the remaining 40% of the Galena Complex, consolidating full ownership
- Appointing a new CEO and Chairman with a strong track record
- Raising
C$40 million through a private placement - Restructuring its debt
- Gaining Eric Sprott as a cornerstone investor
These changes aim to streamline operations, improve the balance sheet and position the company for growth. The consolidation of Galena and focus on silver production (
The consolidation of the Galena Complex is a strategic move that could significantly enhance Americas Gold and Silver's operational efficiency and growth potential. Galena is a high-grade silver mine with a rich production history, having produced over 240 million ounces of silver. Its excess mill capacity and exploration potential both underground and at surface present opportunities for expansion.
The appointment of Paul Andre Huet as CEO is noteworthy. His track record in optimizing underground mines and creating shareholder value at Karora Resources and Klondex Mines suggests he could drive similar improvements at Americas. The focus on increasing silver production to
However, the success of this strategy will depend on effective execution of operational improvements and the development of the EC120 Project at Cosalá. The company will need to carefully manage its newly restructured balance sheet and utilize the raised capital efficiently to achieve its growth objectives.
/FOR DISTRIBUTION IN
Upon the closing of the Acquisition, Paul Andre Huet will be appointed Chairman and Chief Executive Officer of the Company. Darren Blasutti will remain as President.
The Company also announces that it has 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 approximately C
The Company is also in advanced discussions with numerous lenders with respect to a debt financing to restructure
Key Transaction Highlights:
- Consolidation of Galena: Galena is located within the prolific
Silver Valley inIdaho and is one of the largest underground, high-grade, operating silver mines inNorth America , having produced over 240 million ounces of silver with peak production in excess of five million ounces of silver per annum in the early 2000s. Consolidation of the joint venture will streamline operational and financial decision making, providing for a focused vision at Galena centered around optimizing and expanding the operation through the utilization of existing infrastructure. Galena is expected to be a long-term cornerstone asset supported by a robust reserve and resource base, excess mill capacity, and opportunity to grow through future exploration success both underground and potentially at surface where limited exploration drilling has been completed. - Improved balance sheet: Proceeds from the Concurrent Financing and anticipated debt refinancing are expected to be utilized to deleverage the Company's balance sheet, replace higher cost debt instruments, improve the Company's overall cost of capital, cover transaction expenses, and importantly, advance a fully-funded plan to optimize and expand the Galena mining operations.
- Expanded leadership: Paul Andre Huet will be appointed Chief Executive Officer and Chairman of the Company following the close of the Acquisition. Mr. Huet has a proven track record, particularly in optimizing underground mines, and was most recently Chair and Chief Executive Officer of Karora Resources Inc. ("Karora") prior to its business combination with Westgold Resources Limited, which valued Karora at over
A . Prior to Karora, he transformed Klondex Mines Ltd. ("Klondex") from a single asset producer with no milling infrastructure to a multi-mine, multi-mill producer which was eventually sold to Hecla Mining Company for over$1.3 billion C .$600 million - Enhanced leverage to silver: With the recently announced project funding for the EC120 Project at the Cosalá Operations in
Mexico and the consolidation of Galena, the Company's production, operating margins and near-term growth potential are expected to steadily increase.Americas anticipates that approximately80% of its revenue will be generated from silver starting in the second half of 2025, providing investors with an attractive North American-focused silver investment vehicle with leading exposure to silver. - Eric Sprott to become cornerstone investor: Eric Sprott will become the largest shareholder of the Company, continuing his long-term support and endorsement of the substantial value potential of Galena. Eric Sprott was a cornerstone investor in Karora during the successful turnaround of operations by Mr. Huet through to the eventual sale of the Company.
- Attractive value proposition: Future execution related to the operational improvement and expansion at Galena as well as the development of EC120 at the Cosalá Operations are expected to enhance the value proposition of the Company and support a future re-rating of its shares.
"I am excited to consolidate the Galena Complex and want to thank Mr. Eric Sprott for his partnership in growing Galena to one of the largest, high-grade, silver mines in
"
"I remain confident in the value of the Galena Complex and look forward to continued exposure to this tremendous asset through my equity ownership in Americas Gold and Silver," stated Eric Sprott. "I see substantial potential at the Galena Complex, particularly given the robust reserve and resource base, established infrastructure, and embedded growth potential. I have a long-standing respect and high regard for Paul, who has represented my interests in the Galena JV for the previous nine months. I believe Mr. Huet's mining acumen and expertise in underground operations makes him the perfect leader to surface the inherent value of the Galena Complex, Cosalá Operations and other assets for the shareholders of
Transaction Details
Under the terms of the Definitive Agreement, the owners of Sprott will receive 170 million common shares of
The Acquisition and the Concurrent Financing will be subject to the approval by a simple majority of the votes cast by shareholders of the Company. The Acquisition and the Concurrent Financing will also be subject to applicable regulatory approvals, including approvals from the Toronto Stock Exchange and NYSE American Exchange.
Upon completion of the Acquisition and the Concurrent Financing, existing
The Company expects to call a shareholder meeting in October/November for a meeting in December 2024.
Closing of the Acquisition is currently expected to occur prior to the end of the year.
Leadership and Governance
Capabilities of the key senior management team and Board of Directors of
Board of Directors' Recommendation and Voting Support
The Acquisition has been unanimously approved by the Board of Directors of
Directors and senior officers of
Concurrent Financing
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 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. (
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
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in
Advisors
Edgehill Advisory Ltd. and TD Securities Inc. are acting as financial advisors to
Cormark Securities Inc. is acting as financial advisor to Sprott, and Bennett Jones LLP is acting as legal counsel to Sprott in connection with the Acquisition.
Conference Call and Webcast
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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
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
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, Concurrent Financing, Concurrent Private Placement, and the Debt Financing;
SOURCE Americas Gold and Silver Corporation
FAQ
What is the main purpose of Americas Gold and Silver's recent transaction?
How much is Americas Gold and Silver (USAS) raising through the private placement financing?
Who will be appointed as the new Chairman and CEO of Americas Gold and Silver?
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