Exhibit
10.1


 


FIRST
AMENDMENT TO MERGER AGREEMENT


 


THIS
AMENDMENT is made as of March 1, 2019 between Americas Silver Corporation (the “Purchaser”), R Merger Sub,
Inc. (“Acquireco”), and Pershing Gold Corporation (the “Company”).


 


		WHEREAS:	



 


		A.	The
                                         Purchaser, Acquireco and the Company entered into an agreement and plan of merger dated
                                         September 28, 2018 (the “Merger
                                         Agreement”); 



 


		B.	Pursuant
                                         to Section 8.12 of the Merger Agreement, this Amendment will be effective with the signatures
                                         of the Purchaser, Acquireco and the Company; and



 


		C.	Capitalized
                                         terms used but not otherwise defined herein have the meanings ascribed to them in the
                                         Merger Agreement.



 


NOW
THEREFORE in consideration of the foregoing, the Parties, intending to be legally bound, agree as follows:


 


		1.	In
                                         Section 1.1 of the Merger Agreement, the definition of “Outside Date”
                                         is changed from April 1, 2019 to June 1, 2019.



 


		2.	Section
                                         2.4(f) of the Merger Agreement is deleted in its entirety and replaced with the following:



 


“Conversion
of Acquireco Capital Stock. All shares of Acquireco's common stock ("Acquireco Common Stock") issued and outstanding
immediately prior to the Effective Time shall be cancelled, and shall, in the aggregate, be converted into and become one newly
issued, fully paid, and non-assessable share of common stock of the Surviving Corporation (the "Surviving Corporation Common
Stock") with the same rights, powers, and privileges as the shares so converted. From and after the Effective Time, all certificates
representing shares of Acquireco Common Stock shall be deemed for all purposes to represent the number of shares of Surviving
Corporation Common Stock into which they were converted in accordance with the immediately preceding sentence.”


 


		3.	A new
                                         Section 2.4(h) is added to the Merger Agreement consisting of the following paragraph:



 


“In
consideration for the issue by the Purchaser of the Merger Consideration to holders of Company Common Stock and Company Preferred
Stock to effect the Merger, the Surviving Corporation will issue to the Purchaser such number of fully paid and non-assessable
Surviving Corporation Common Stock as is equal to the number of Purchaser Shares and Purchaser Preferred Shares so issued in connection
with the Merger and the register of the Surviving Corporation shall be updated to reflect the issue of such Surviving Corporation
Common Stock to the Purchaser.”


 






    	 	 	 



     


    

 


		4.	Section
                                         2.14 of the Merger Agreement is deleted in its entirety and replaced with the following:



 


“The
Purchaser will, on or prior to the Effective Time, deliver or cause to be delivered, in a form acceptable to the Company acting
reasonably, an irrevocable treasury direction from the Purchaser to Computershare Investor Services Inc., as transfer agent of
the Purchaser, in respect of the number of Purchaser Shares and Purchaser Preferred Shares (if any) to be issued pursuant to the
Merger, which direction shall be irrevocable upon such delivery and shall become effective on the Effective Time.”


 


		5.	Section
                                         7.2(c) of the Merger Agreement is amended by deleting the following words after the
                                         words “the Purchaser has complied with its obligations under Section 2.14”:



 


“and
the Depositary shall have confirmed receipt of the Merger Consideration”


 


		6.	Except
                                         as provided in this Amendment, this Amendment shall not amend or modify any other provision
                                         of the Merger Agreement.



 


		7.	This
                                         Amendment shall be governed by and construed in accordance with, including as to validity,
                                         interpretation and effect, the internal Laws of the State of Nevada without giving effect
                                         to any choice or conflict of law provision or rule (whether of the State of Nevada or
                                         any other jurisdiction) that would cause the application of Laws of any jurisdiction
                                         other than those of the State of Nevada.



 


		8.	This
                                         Amendment will inure to the benefit of and be binding upon the respective successors
                                         (including any successor by reason of amalgamation or statutory arrangement) and permitted
                                         assigns of the Parties.



 


		9.	This
                                         Amendment may be executed and delivered in any number of counterparts (including by facsimile
                                         or electronic transmission), each of which will be deemed to be an original and all of
                                         which taken together will be deemed to constitute one and the same instrument. This Amendment
                                         will become effective when each party to this Amendment will have received counterparts
                                         signed by all of the other Parties.



 


[Remainder
of page has been left intentionally blank. Signature page follows.]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be signed as of the date first above written. 


 


	 	AMERICAS
    SILVER CORPORATION


 


	 	By:	/s/
    Peter McRae





	 	 	Name:	Peter
    McRae
	 	 	Title:	Senior
    Vice President, Corporate Affairs & Chief Legal Officer


 


	 	R
    MERGER SUB, INC.


 


	 	By:	/s/
    Peter McRae





	 	 	Name:
    	Peter
    McRae
	 	 	Title:	Secretary


 




    	 	 	 



     


    

 


	 	PERSHING
    GOLD CORPORATION


 


	 	By:	/s/
    Stephen D. Alfers
	 	 	Name: 	Stephen D. Alfers
	 	 	Title: 	President and CEO