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6-K 1 form6k.htm FORM 6-K Americas Gold and Silver Corporation: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2025

Commission File Number: 001-37982

Americas Gold and Silver Corporation
(Translation of registrant's name into English)

145 King Street West, Suite 2870, Toronto, ON, M5H 1J8
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[           ] Form 20-F   [ x ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]


SUBMITTED HEREWITH

Exhibits

  99.1 99.1 Interim Financial Statements
     
  99.2 99.2 Interim Management Discussion and Analysis
     
  99.3 99.3 Certification of Interim Filings - CEO
     
  99.4 99.4 Certification of Interim Filings - CFO


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Americas Gold and Silver Corporation
  (Registrant)
     
Date: November 10, 2025 By: /s/ Peter McRae
   
    Peter McRae
  Title: Chief Legal Officer and Senior Vice President Corporate Affairs


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Americas Gold and Silver Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

 

 

 
 
AMERICAS GOLD AND SILVER CORPORATION
 
Condensed Interim Consolidated Financial Statements
 
For the three and nine months ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
 
 

 

 

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.  The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.  The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

(In thousands of U.S. dollars, unaudited)

    September 30,     December 31,  
As at   2025     2024  
Assets            
Current assets            
Cash and cash equivalents $ 39,100   $ 20,002  
Trade and other receivables (Note 5)   10,598     7,132  
Inventories (Note 6)   10,225     10,704  
Prepaid expenses   3,862     2,876  
Derivative instruments (Note 13 and 22)   1,541     -  
    65,326     40,714  
Non-current assets            
Restricted cash   4,672     4,527  
Property, plant and equipment (Note 7)   163,384     147,399  
Derivative instruments (Note 13 and 22)   1,320     -  
Total assets $ 234,702   $ 192,640  
             
Liabilities            
Current liabilities            
Trade and other payables $ 30,718   $ 37,333  
Metals contract liability (Note 8)   20,024     13,707  
Silver contract liability (Note 9)   6,368     -  
Derivative instruments (Note 10)   -     709  
Convertible debenture (Note 10)   -     10,849  
Pre-payment facility (Note 11)   2,550     2,000  
Credit facility (Note 12)   6,976     2,050  
Term loan facility (Note 13)   2,128     -  
Royalty payable (Note 14)   3,062     2,762  
    71,826     69,410  
Non-current liabilities            
Other long-term liabilities   2,180     1,658  
Metals contract liability (Note 8)   24,594     27,161  
Silver contract liability (Note 9)   22,198     18,193  
Credit facility (Note 12)   2,184     7,440  
Term loan facility (Note 13)   45,891     -  
Post-employment benefit obligations   3,108     3,892  
Decommissioning provision   12,473     11,389  
Deferred tax liabilities (Note 21)   33     48  
Total liabilities $ 184,487   $ 139,191  
             
Equity            
Share capital (Note 15)   615,904     573,532  
Equity reserve   62,381     56,521  
Foreign currency translation reserve   12,442     14,426  
Deficit   (640,512 )   (591,030 )
Total equity $ 50,215   $ 53,449  
             
Total liabilities and equity $ 234,702   $ 192,640  

Going concern (Note 2), Contingencies (Note 24)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of loss and comprehensive loss

(In thousands of U.S. dollars, except share and per share amounts, unaudited)

    For the three-month period ended     For the nine-month period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Revenue (Note 18) $ 30,596   $ 22,326   $ 81,070   $ 76,391  
                         
Cost of sales (Note 19)   (20,138 )   (20,265 )   (64,756 )   (62,865 )
Depletion and amortization (Note 7)   (3,704 )   (5,914 )   (15,710 )   (18,618 )
Care and maintenance costs   (956 )   (734 )   (1,584 )   (3,197 )
Corporate general and administrative (Note 20)   (5,933 )   (1,671 )   (18,521 )   (5,036 )
Exploration costs   (1,709 )   (932 )   (3,907 )   (2,848 )
Accretion on decommissioning provision   (157 )   (157 )   (471 )   (469 )
Interest and financing expense   (1,710 )   (4,419 )   (3,565 )   (8,030 )
Foreign exchange gain (loss)   (1,877 )   1,173     1,107     161  
Gain on disposal of assets   1     -     967     -  
Loss on metals contract liabilities (Note 8 and 9)   (12,316 )   (5,330 )   (26,889 )   (10,044 )
Other gain (loss) on derivatives (Note 10, 13 and 22)   2,916     178     3,625     (566 )
Fair value loss on royalty payable (Note 14)   (19 )   (216 )   (300 )   (729 )
Loss before income taxes   (15,006 )   (15,961 )   (48,934 )   (35,850 )
Income tax expense (Note 21)   (702 )   (198 )   (795 )   (469 )
Net loss $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
                         
Attributable to:                        
Shareholders of the Company $ (15,708 ) $ (14,056 ) $ (49,729 ) $ (33,375 )
Non-controlling interests (Note 2 and 17)   -     (2,103 )   -     (2,944 )
Net loss $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
                         
Other comprehensive income (loss)                        
Items that will not be reclassified to net loss                        
Remeasurement of post-employment benefit obligations $ (41 ) $ (733 ) $ 247   $ 1,757  
Items that may be reclassified subsequently to net loss                        
Foreign currency translation reserve   1,568     (913 )   (1,984 )   1,194  
Other comprehensive income (loss)   1,527     (1,646 )   (1,737 )   2,951  
Comprehensive loss $ (14,181 ) $ (17,805 ) $ (51,466 ) $ (33,368 )
                         
Attributable to:                        
Shareholders of the Company $ (14,181 ) $ (15,409 ) $ (51,466 ) $ (31,128 )
Non-controlling interests (Note 2 and 17)   -     (2,396 )   -     (2,240 )
Comprehensive loss $ (14,181 ) $ (17,805 ) $ (51,466 ) $ (33,368 )
                         
Loss per share attributable to shareholders of the Company                        
Basic and diluted   (0.06 )   (0.13 )   (0.19 )   (0.34 )
                         
Weighted average number of common shares outstanding (2)                        
Basic and diluted (Note 16)   271,451,602     105,053,467     260,988,191     98,314,006  

(1)  Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).

(2)  Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).

The accompanying notes are an integral part of the condensed interim consolidated financial statements.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity
For the nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

                      Foreign                          
    Share capital           currency           Attributable     Non-        
    Common      Equity     translation           to shareholders     controlling     Total  
    Shares (1)     Amount     reserve       reserve     Deficit     of the Company     interests     equity  
                                                 
Balance at January 1, 2025   237,780   573,532   56,521   14,426   (591,030 ) $ 53,449   -   53,449  
Net loss for the period   -     -     -     -     (49,729 )   (49,729 )   -     (49,729 )
Other comprehensive income (loss) for the period   -     -     -     (1,984 )   247     (1,737 )   -     (1,737 )
Non-brokered private placements (Note 15)   11,197     17,884     571     -     -     18,455     -     18,455  
Common shares issued (Note 15)   2,330     2,984     -     -     -     2,984     -     2,984  
Conversion of convertible debenture (Note 10)   12,923     11,526     (484 )   -     -     11,042     -     11,042  
Share-based payments   -     -     9,007     -     -     9,007     -     9,007  
Exercise of options, warrants, and other share units   9,271     9,978     (3,234 )   -     -     6,744     -     6,744  
Balance at September 30, 2025   273,501   615,904   62,381   12,442   (640,512 ) 50,215   -   50,215  
                                                 
Balance at January 1, 2024   87,476   455,548   52,936   8,325   (463,391 )   53,418   18,782   72,200  
Net loss for the period   -     -     -     -     (33,375 )   (33,375 )   (2,944 )   (36,319 )
Other comprehensive income for the period   -     -     -     1,194     1,054     2,248     703     2,951  
Contribution from non-controlling interests (Note 17)   -     -     -     -     -     -     1,995     1,995  
Equity offering (Note 15)   10,460     3,171     1,855     -     -     5,026     -     5,026  
Non-brokered private placements (Note 15)   634     441     -     -     -     441     -     441  
Common shares issued   92     50     -     -     -     50     -     50  
Warrants issued   -     -     527     -     -     527     -     527  
Retraction of convertible debenture (Note 10)   8,051     5,603     (53 )   -     -     5,550     -     5,550  
Share-based payments   -     -     634     -     -     634     -     634  
Balance at September 30, 2024   106,713   464,813   $
55,899
  9,519   (495,712 ) 34,519   18,536   53,055  

(1)  Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).

The accompanying notes are an integral part of the condensed interim consolidated financial statements.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows
For the nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unaudited)


    September 30,     September 30,  
    2025     2024  
Cash flow generated from (used in)            
             
Operating activities            
Net loss for the period (49,729 ) (36,319 )
Adjustments for the following items:            
Depletion and amortization   15,710     18,618  
Income tax expense   795     469  
Accretion on decommissioning provision   471     469  
Share-based payments   9,007     634  
Non-cash expenses from common shares issued   -     577  
Provision on other long-term liabilities   6     46  
Interest and financing expense   564     4,197  
Net charges on post-employment benefit obligations   (537 )   (504 )
Inventory write-downs   3,379     871  
Gain on disposal of assets   (967 )   -  
Loss on metals contract liabilities   26,889     10,044  
Other loss (gain) on derivatives   (3,625 )   566  
Fair value loss on royalty payable   300     729  
Changes in non-cash working capital items:            
Trade and other receivables   (3,466 )   2,036  
Inventories   (2,900 )   (1,034 )
Prepaid expenses   (986 )   (472 )
Trade and other payables   (7,460 )   1,473  
Net cash generated from (used in) operating activities   (12,549 )   2,400  
             
Investing activities            
Expenditures on property, plant and equipment   (28,762 )   (13,575 )
Proceeds from disposal of assets   998     -  
Net cash used in investing activities   (27,764 )   (13,575 )
             
Financing activities            
Pre-payment facility   550     (750 )
Credit facility   (600 )   10,000  
Lease payments   (811 )   (487 )
Equity offering, net   -     5,026  
Non-brokered private placements, net   18,455     441  
Term loan facility, net   49,763     -  
Metals contract liability, net   (12,691 )   (113 )
Royalty agreement, net   -     (628 )
Derivative instruments   58     -  
Proceeds from exercise of options and warrants   6,744     -  
Contribution from non-controlling interests   -     1,995  
Net cash generated from financing activities   61,468     15,484  
             
Effect of foreign exchange rate changes on cash   (2,057 )   845  
Increase in cash and cash equivalents   19,098     5,154  
Cash and cash equivalents, beginning of period   20,002     2,061  
Cash and cash equivalents, end of period 39,100   7,215  
             
Interest paid during the period 1,425   2,214  

The accompanying notes are an integral part of the condensed interim consolidated financial statements.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

1.  Corporate information

Americas Gold and Silver Corporation (the "Company") was incorporated under the Canada Business Corporations Act on May 12, 1998 and conducts mining exploration, development and production in North America. The address of the Company's registered office is 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company's common shares are listed on the Toronto Stock Exchange under the symbol "USA" and on the New York Stock Exchange American under the symbol "USAS".

The unaudited condensed interim consolidated financial statements of the Company ("the Interim Financial Statements") for the three and nine months ended September 30, 2025 were approved and authorized for issue by the Board of Directors of the Company on November 10, 2025.

2.  Basis of presentation and going concern

These Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). As such they do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company's annual audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023.

On August 21, 2025 the Company filed articles of amendment to complete an approved share consolidation of the Company's issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, and other share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts in these Interim Financial Statements have been adjusted retrospectively to reflect the share consolidation.

These Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $6.5 million, including cash and cash equivalents of $39.1 million as at September 30, 2025. During the nine-month period ended September 30, 2025, the Company reported a net loss of $49.7 million, including loss on metals contract liabilities of $26.9 million. At September 30, 2025, the Company may not have sufficient liquidity on hand to fund its operations for the next twelve months and may require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Continuance as a going concern is dependent upon the Company's ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to 2024, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott, and closed a bought deal private placement of subscription receipts for gross proceeds of $50 million CAD or $35.1 million USD (see Note 15). As part of the agreement, the Company also closed additional non-brokered private placements for total gross proceeds of $6.9 million CAD or $5.0 million USD through total issuance of 6,600,000 of the Company's common shares priced at approximately $1.05 CAD per share for bridge financing purposes. On June 24, 2025, the Company entered into a $100 million senior secured debt facility with SAF Group consisting of an initial $50 million term loan advance, and two additional tranches of $25 million each made available to the Company upon satisfactory of certain conditions (See Note 13). While it has been successful in the past in obtaining financing for its operations, there is no assurance that it will be able to obtain adequate financing in the future. The ability to raise additional financing, to access the additional tranches, to achieve cash flow positive production at the Cosalá Operations and Galena Complex, allowing the Company to generate sufficient operating cash flows, are significant judgments in these Interim Financial Statements.

As a result, several material uncertainties cast substantial doubt upon the going concern assumption, including cash flow positive production at the Cosalá Operations and Galena Complex, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

These Interim Financial Statements do not reflect any adjustments to carrying values of assets and liabilities and the reported expenses and condensed interim consolidated statement of financial position classification that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On December 19, 2024, the Company completed the acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott; consequently from December 19, 2024, consolidated net loss and other comprehensive loss are 100% attributable to the shareholders of the Company.

3.  Changes in accounting policies and recent accounting pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The following standards have been issued by the IASB:

- Amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted.

These standards are being assessed for their impact on the Company in the current or future reporting periods.

4.  Significant accounting judgments and estimates

The preparation of the Interim Financial Statements in conformity with IFRS requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

In preparing these Interim Financial Statements, the significant judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company's annual consolidated financial statements as at and for the year ended December 31, 2024, in addition to the significant judgments mentioned in Note 2.

5. Trade and other receivables

    September 30,     December 31,  
    2025     2024  
             
Trade receivables 6,802   3,572  
Value added taxes receivable   535     -  
Other receivables   3,261     3,560  
  10,598   7,132  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

6.  Inventories

    September 30,     December 31,  
    2025     2024  
             
Concentrates 1,159   2,971  
Ore stockpiles   2,939     1,767  
Spare parts and supplies   6,127     5,966  
  10,225   10,704  

The amount of inventories recognized in cost of sales was $20.1 million during the three-month period ended September 30, 2025 (2024: $20.3 million) and $64.8 million during the nine-month period ended September 30, 2025 (2024: $62.9 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $1.5 million during the three-month period end September 30, 2025 (2024: $0.1 million) and $3.4 million during the nine-month period ended September 30, 2025 (2024: $0.9 million).

7.  Property, plant and equipment

                            Corporate        
    Mining     Non-producing     Plant and     Right-of-use     office        
    interests      properties     equipment      lease assets     equipment     Total  
                                     
Cost                                    
Balance at January 1, 2024 226,819   12,469   128,228   11,685   237   379,438  
Asset additions   14,226     -     4,794     789     -     19,809  
Change in decommissioning provision   (1,420 )   -     -     -     -     (1,420 )
Balance at December 31, 2024   239,625     12,469     133,022     12,474     237     397,827  
Asset additions   20,701     -     8,137     2,084     190     31,112  
Asset disposals   -     -     -     (31 )   -     (31 )
Change in decommissioning provision   614     -     -     -     -     614  
Balance at September 30, 2025 $ 260,940   $ 12,469   $ 141,159   $ 14,527   $ 427   $ 429,522  
                                     
Accumulated depreciation and depletion                                    
Balance at January 1, 2024 (132,474 ) -   (85,440 ) (8,223 ) (200 ) (226,337 )
Depreciation/depletion for the year   (14,172 )   -     (8,615 )   (1,278 )   (26 )   (24,091 )
Balance at December 31, 2024   (146,646 )   -     (94,055 )   (9,501 )   (226 )   (250,428 )
Depreciation/depletion for the period   (8,347 )   -     (5,830 )   (1,522 )   (11 )   (15,710 )
Balance at September 30, 2025 (154,993 ) -   (99,885 ) (11,023 ) (237 ) (266,138 )
                                     
Carrying value                                    
  at December 31, 2024 92,979   12,469   38,967   2,973   11   147,399  
  at September 30, 2025 105,947   12,469   41,274   3,504   190   163,384  

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. No impairment or impairment reversal were identified for the nine-month period ended September 30, 2025 for each of the Company's cash-generating unit, including non-producing properties and properties placed under care and maintenance.

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $16.0 million, $5.1 million, and $0.1 million, respectively, as at September 30, 2025 (December 31, 2024: $16.0 million, $7.0 million, and $0.7 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at September 30, 2025, the carrying amount of this property was $12.5 million included in non-producing properties.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

8.  Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the "Purchase Agreement") with Sandstorm Gold Ltd. ("Sandstorm") for the construction and development of the Relief Canyon Mine. The Company initially recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue though subsequently amended its treatment and recognized the fixed deliveries of precious metals as a financial liability measured at fair value through profit or loss.

The Purchase Agreement was further amended in 2023 and 2024 by which the Company received advances to pay its gold obligations with a final amendment on December 19, 2024, whereby the Company will deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company shall have the right for Sandstorm to subscribe common shares of the Company for proceeds up to a maximum of $1.9 million per calendar quarter to satisfy the gold delivery obligations under the Purchase Agreement.

The following table summarizes the continuity of the Company's net metals contract liability during the period:

    Nine-month     Year  
    period ended     ended  
    September 30,     December 31,  
    2025     2024  
             
Net metals contract liability, beginning of period 40,868   36,837  
Advance increase (net of financing expense)   -     12,512  
Delivery of metals purchased   (12,691 )   (18,564 )
Revaluation of metals contract liability   16,441     10,083  
Net metals contract liability, end of period 44,618   40,868  
             
Current portion 20,024   13,707  
Non-current portion   24,594     27,161  
  44,618   40,868  

9.  Silver metals delivery agreement

On December 19, 2024, as part of the consideration for the remaining 40% interest in the Galena Complex, the Company entered into a silver metals delivery agreement with Mr. Eric Sprott for monthly purchases and deliveries of 18,500 ounces of silver for 36 months starting in January 2026 (the "Silver Agreement"). As part of the Silver Agreement, outstanding indebtedness of $1.4 million from Mr. Eric Sprott related to the original joint venture agreement (see Note 17) will be used to offset the metals contract liability commencing with the initial monthly delivery starting in January 2026.

The fixed deliveries are recognized as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries will be satisfied through external purchase of silver. A fair value of the metals contract liability of $19.8 million was determined at inception using forward commodity pricing curves at the end of the fiscal 2024. A $10.4 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the nine-month period ended September 30, 2025 (2024: nil).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Nine-month  
    period ended  
    September 30,  
    2025  
       
Net silver contract liability, beginning of period 18,193  
Revaluation of metals contract liability   10,373  
Net silver contract liability, end of period 28,566  
       
Current portion 6,368  
Non-current portion   22,198  
  28,566  

10.  Convertible debenture

On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the "Convertible Debenture") due April 28, 2024 with interest payable at 8% per annum secured by the Company's interest in the Galena Complex and by shares of one of the Company's Mexican subsidiaries.

The Company amended the Convertible Debenture multiple times increasing the principal balance to total outstanding principal, net of retractions, of $16.8 million CAD or $11.7 million USD as at December 31, 2024, retractable at the holder's option at a cumulative $1.75 million CAD per month, and convertible at the holder's option at a conversion price of $1.30 CAD.

The Convertible Debenture was fully converted by the holders as of January 31, 2025 at the conversion price of $1.30 CAD resulting in the issuance of 12,923,076 of the Company's common shares.

The Company recognized a gain of $0.7 million for the nine-month period ended September 30, 2025 (2024: loss of $0.6 million) as a result of the change in the estimated fair value of the Convertible Debenture's combined redemption option and retraction option.

11.  Pre-payment facility

On December 12, 2022, the Company amended its existing unsecured offtake agreement with Ocean Partners USA, Inc. of lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million with an initial term of three years at an interest of U.S. SOFR rate plus 6.95% per annum (the "Facility") to fund general working capital at the Galena Complex. Principal on the Facility is repaid through semi-monthly installments deductible from concentrate deliveries to Ocean Partners or paid in cash and can be redrawn on a revolving basis. The Facility was drawn in full for $3.0 million in June 2025 with interest amended to U.S. SOFR rate plus 4.75% per annum.

12.  Credit facility

On August 14, 2024, the Company signed a credit and offtake agreement with Trafigura PTE Ltd. ("Trafigura") for a secured credit facility of up to $15 million to complete initial development of the Zone 120 and El Cajón silver-copper project ("EC120") (the "Credit Facility"). The Credit Facility is secured by share and asset pledges of all the Company's material Mexican subsidiaries. The term of the Credit Facility is for a period of 36 months which includes a principal repayment grace period of 12 months, and bears interest of U.S. SOFR rate plus 6% per annum on cumulative drawings up to $12 million and 6.5% thereafter. The Credit Facility was drawn for $10.0 million in August 2024 and is amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period. The Company also entered into an offtake agreement with Trafigura for all the copper concentrates produced from EC120 where Trafigura will pay for the concentrates at the prevailing market prices for silver and copper, less customary treatment, refining and penalty charges.

13. Term loan facility

On June 24, 2025, the Company closed a senior secured debt facility (the "Term Loan Facility") with SAF Group ("SAF") for funds of up to $100 million. The Term Loan Facility consists of three tranches with an initial $50 million term loan advanced upon closing (the "Initial Advance"), and two additional tranches of $25 million each made available to the Company upon satisfactory of certain conditions. SAF holds senior security over all the Company's assets other than second ranking security relating to the Cosalá Operations and the Relief Canyon Mine which are secured in priority by other debt providers.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The Term Loan Facility is due in 5 years and subject to a 6.0% original issue discount, valued at $3.2 million on closing date. Principal repayments commence after one year of closing date and are payable quarterly thereafter starting at 1.5% of the aggregate principal amount and gradually increasing to 6.25% after 36 months. Interest of U.S. SOFR rate (4% floor) plus 6% per annum is payable monthly, and review fees equal to 0.5% of the outstanding aggregate principal is payable every six months. The Term Loan Facility may be pre-paid at the Company's option equal the par value of total aggregate principal amount plus unpaid interests and fees accrued up to 42 months following the closing date. The Term Loan Facility is subject to certain quarterly and annual financial covenants starting at end of fiscal 2025, along with a price protection program completed in July 2025 on future precious and base metals production and commitments. See Note 22 for the Company's price risk impact from the price protection program.

At inception, the Initial Advance was accounted for at amortized cost, net of $2.5 million in financing costs, with principal repayments being amortized over the term of the loan. The Company recognized total interest and financing expense of $2.0 million for the nine-month period ended September 30, 2025.

14.  Royalty payable

On April 12, 2023, the Company entered into a $4.0 million net smelter returns royalty agreement (the "Royalty Agreement") with Sandstorm to be repaid through a 2.5% royalty on attributable production from the Galena Complex and Cosalá Operations. The royalty reduces to 0.2% on attributable production from the Galena Complex and Cosalá Operations after the aggregate repayment of $4.0 million and may be eliminated thereafter with a buyout payment of $1.9 million.

On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value be representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates. The Company recognized a loss of $0.3 million for the nine-month period ended September 30, 2025 (2024: $0.7 million) as a result of the change in the estimated fair value of the Royalty Agreement.

15.  Share capital

On August 21, 2025 the Company completed a share consolidation of issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, deferred share units, and restricted share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts have been adjusted retrospectively to reflect the share consolidation.

During the nine-month period ended September 30, 2025, the Company closed non-brokered private placements for total gross proceeds of $18.6 million through total issuance of 11,196,656 of the Company's common shares priced at approximately $2.31 CAD per share. As part of the non-brokered private placements, 1,044,000 warrants for approximately $0.6 million were issued and offset against share capital where each warrant is exercisable for one common share at an exercise price of $2.50 CAD for a period of three years starting March 31, 2025.

During the nine-month period ended September 30, 2025, the Company settled $3.0 million of transaction-related payables through issuance of 2,329,870 of the Company's common shares.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

On March 27, 2024, the Company completed an equity offering of 10,400,000 units at a price of $0.75 CAD per unit for total gross proceeds of $5.8 million. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of $1.00 CAD for a period of three years starting March 27, 2024. As part of the equity offering, approximately $0.8 million in transaction costs were incurred and offset against share capital, and 60,000 common shares and 604,008 warrants for approximately $0.1 million and $0.1 million, respectively, were issued to the Company's advisors and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.75 CAD for a period of two years starting March 27, 2024.

On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex in exchange for issuance of 68,000,000 of the Company's common shares, and $10 million in cash, plus monthly deliveries of 18,500 ounces of silver for a period of 36 months starting in January 2026 (see Note 9). The Company also completed a concurrent bought deal private placement of subscription receipts raising gross proceeds of $50 million CAD or $35.1 million USD at an issue price of $1.00 CAD per subscription receipt resulting from total issuance of 50,000,000 of the Company's common shares.

During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $9.4 million through total issuance of 11,245,046 of the Company's common shares priced at approximately $1.18 CAD per share.

a.  Authorized

Authorized share capital consists of an unlimited number of common and preferred shares. No preferred shares have been issued to date.

b.  Stock option plan

The number of shares reserved for issuance under the Company's stock option plan is limited to 10% of the number of common shares which are issued and outstanding on the date of a particular grant of options. Under the plan, the Board of Directors determines the term of a stock option to a maximum of 10 years, the period of time during which the options may vest and become exercisable as well as the option exercise price which shall not be less than the closing price of the Company's share on the Toronto Stock Exchange on the date immediately preceding the date of grant. The Compensation Committee determines and makes recommendations to the Board of Directors as to the recipients of, and nature and size of, share-based compensation awards in compliance with applicable securities law, stock exchange and other regulatory requirements.

A summary of changes in the Company's outstanding stock options is presented below:

          Nine-month           Year  
          period ended           ended  
          September 30,           December 31,  
          2025           2024  
          Weighted           Weighted  
          average           average  
          exercise           exercise  
    Number     price     Number     price  
    (thousands)     CAD     (thousands)     CAD  
                         
Balance, beginning of period   8,044   1.67     6,948   3.25  
Granted   3,940     1.41     3,620     1.33  
Exercised   (1,290 )   1.50     -     -  
Expired   (1,591 )   2.61     (2,524 )   5.55  
Balance, end of period   9,103   1.42     8,044   1.68  

The following table summarizes information on stock options outstanding and exercisable as at September 30, 2025:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Weighted                          
    average           Weighted           Weighted  
    remaining           average           average  
Exercise   contractual           exercise           exercise  
price   life     Outstanding     price     Exercisable     price  
CAD   (years)     (thousands)     CAD     (thousands)     CAD  
                               
$0.01 to $1.00   1.23     1,123   $ 0.78     626   $ 0.78  
$1.01 to $2.00   3.28     6,840     1.38     947     1.38  
$2.01 to $3.00   0.60     1,100     2.25     1,020     2.25  
$3.01 to $3.50   4.88     40     3.43     -     -  
          9,103   $ 1.42     2,593   $ 1.58  

c.  Share-based payments

The weighted average fair value at grant date of the Company's stock options granted during the nine-month period ended September 30, 2025 was $0.59 (2024: $0.30).

The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions:

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Expected stock price volatility (1)   68%     -     70%     67%  
Risk free interest rate   2.94%     -     2.94%     4.02%  
Expected life   5 years     -     5 years     3 years  
Expected forfeiture rate   4.80%     -     3.25%     3.08%  
Expected dividend yield   0%     -     0%     0%  
                         
Share-based payments included in cost of sales -   -   -   -  
Share-based payments included in general and administrative expenses   616     198     1,656     509  
Total share-based payments 616   198   1,656   509  

(1)  Expected volatility has been based on historical volatility of the Company's publicly traded shares.

d.  Warrants

The warrants that are issued and outstanding as at September 30, 2025 are as follows:

Number of   Exercise     Issuance     Expiry  
warrants   price (CAD)     date     date  
7,040   0.75     Mar 2024     Mar 27, 2026  
400,000   1.38     Jun 2023     Jun 21, 2026  
5,457,400   1.00     Mar 2024     Mar 27, 2027  
                                    1,200,000   1.05     Aug 2024     Aug 14, 2027  
                                    1,044,000   2.50     Mar 2025     Mar 31, 2028  
                                    8,108,440                  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

e.  Restricted share units:

The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company's discretion. Prior to December 31, 2024, the Company previously elected to settle these units in cash. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at September 30, 2025, nil (December 31, 2024: 93,630) cash-settled restricted share units are outstanding at an aggregate value of nil (December 31, 2024: $0.1 million) which is included in trade and other payables in the consolidated statement of financial position.

Effective January 1, 2025, the Company amended the application of its accounting policy for solely share-settled restricted share units where each share-settled restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. As at September 30, 2025, 9,541,183 (December 31, 2024: nil) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.

f.  Performance share units:

The Company has a Performance Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of performance share units settled in common shares at the Company's discretion. Performance share units are fair valued on the date of grant with the fair value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. The fair value of performance share units is determined using a Monte Carlo simulation approach. This approach uses random numbers, together with various market assumptions to generate potential future outcomes for share prices using Geometric Brownian Motion which is an industry standard method for simulating the expected future path of share prices.

The Company granted 1,140,730 performance share units to certain employees on August 19, 2025 which vest over 3 years and are subject to certain key performance indicators. The following assumptions were used to estimate fair value on grant date:

Number of performance share units granted 1,140,730
Average fair value per unit $2.64
Share price $2.22
Risk free interest rate 3.42%
Expected life 3 years
Expected volatility 71%
Expected dividends 0%
Average index share price $43.74
Average correlation coefficient 0.54


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

g.  Deferred share units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company's discretion when the director leaves the Company's Board of Directors. The Company recognizes a charge to director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at September 30, 2025, 3,151,033 (December 31, 2024: 1,425,166) deferred share units are issued and outstanding.

16.  Weighted average basic and diluted number of common shares outstanding

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Basic weighted average number of shares   271,451,602     105,053,467     260,988,191     98,314,006  
Effect of dilutive stock options and warrants   -     -     -     -  
Diluted weighted average number of shares   271,451,602     105,053,467     260,988,191     98,314,006  

Diluted weighted average number of common shares for the three-month and nine-month periods ended September 30, 2025 excludes nil anti-dilutive preferred shares (2024: nil), 9,103,338 anti-dilutive stock options (2024: 5,978,000) and 8,108,440 anti-dilutive warrants (2024: 15,104,008).

17.  Non-controlling interests

The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for 40% non-controlling interests of the Company's Galena Complex with initial contribution of $15 million to fund capital improvements and operations. On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex. The $18.3 million proportionate non-controlling interests' carrying amount prior to the change in ownership was derecognized from the consolidated financial statements upon completion of the acquisition.

18.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and nine-month periods ended September 30, 2025 and 2024:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Silver                        
Sales revenue $ 17,212   13,630   45,950   49,011  
Derivative pricing adjustments   (351 )   (1,547 )   755     (887 )
    16,861     12,083     46,705     48,124  
Zinc                        
Sales revenue 108   9,509   11,883   29,431  
Derivative pricing adjustments   73     235     155     890  
    181     9,744     12,038     30,321  
Lead                        
Sales revenue 2,048   4,482   7,312   14,274  
Derivative pricing adjustments   (41 )   (105 )   (175 )   53  
    2,007     4,377     7,137     14,327  
Other by-products                        
Sales revenue 4   216   354   808  
Derivative pricing adjustments   26     92     89     306  
    30     308     443     1,114  
                         
Total sales revenue 19,372   27,837   65,499   93,524  
Total derivative pricing adjustments   (293 )   (1,325 )   824     362  
Gross revenue 19,079   26,512   66,323   93,886  
Proceeds before intended use   12,934     990     23,536     1,695  
Treatment and selling costs   (1,417 )   (5,176 )   (8,789 )   (19,190 )
  30,596   22,326   81,070   76,391  

(1)  Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).

Derivative pricing adjustments represent subsequent variations in revenue recognized as an embedded derivative from contracts with customers and are accounted for as financial instruments (see Note 22).

19. Cost of sales

Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and nine-month periods ended September 30, 2025 and 2024:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Salaries and employee benefits $ 7,795   $ 8,226   $ 22,261   $ 24,047  
Raw materials and consumables   3,600     8,603     16,726     25,793  
Utilities   985     1,090     3,126     3,367  
Transportation costs   373     1,308     1,945     4,258  
Other costs   2,682     1,509     7,224     4,692  
Costs before intended use   6,759     454     12,995     871  
Changes in inventories   (3,511 )   (978 )   (2,900 )   (1,034 )
Inventory write-downs (Note 6)   1,455     53     3,379     871  
  $ 20,138   $ 20,265   $ 64,756   $ 62,865  

(1)  Certain transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.

20.  Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other subsidiaries that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and nine-month periods ended September 30, 2025 and 2024:

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Salaries and employee benefits $ 1,075   $ 498   $ 3,397   $ 1,611  
Directors' fees   564     115     3,337     341  
Share-based payments   2,344     198     5,945     509  
Professional fees   1,155     391     3,311     1,067  
Office and general   795     469     2,531     1,508  
  $ 5,933   $ 1,671   $ 18,521   $ 5,036  

21.  Income taxes

Income tax expense is recognized based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the nine-month period ended September 30, 2025 was 26.5% and for the year ended December 31, 2024 was 26.5%.

The Company's net deferred tax liability relates to the Mexican mining royalty and arises principally from the following:

    September 30,     December 31,  
    2025     2024  
             
Property, plant and equipment $ 130   $ 130  
Other   309     313  
Total deferred tax liabilities   439     443  
Provisions and reserves   (406 )   (395 )
Net deferred tax liabilities $ 33   $ 48  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The inventory write-downs and impairments described in Note 6 and 7 will result in certain non-capital losses and timing differences which have not been recorded given uncertainty of recoverability in future periods.

22.  Financial risk management

a.  Financial risk factors

The Company's risk exposures and the impact on its financial instruments are summarized below:

(i) Credit Risk

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash and cash equivalents is limited because the Company invests its cash in deposits with well-capitalized financial institutions with strong credit ratings in Canada and the United States. Under current concentrate offtake agreements, risk on trade receivables related to concentrate sales is managed by receiving payments for 85% to 100% of the estimated value of the concentrate within one month following the time of shipment.

As of September 30, 2025, the Company's exposure to credit risk with respect to trade receivables amounts to $6.8 million (December 31, 2024: $3.6 million). The Company believes credit risk is not significant and there was no significant change to the Company's allowance for expected credit losses as at September 30, 2025 and December 31, 2024.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they arise. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's liquidity requirements are met through a variety of sources, including cash, cash generated from operations, credit facilities and debt and equity capital markets. The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

The following table presents the contractual maturities of the Company's financial liabilities and provisions on an undiscounted basis:

    September 30, 2025  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 30,718   $ 30,718   $ -   $ -   $ -  
Pre-payment facility   2,550     2,550     -     -     -  
Credit facility   9,400     7,200     2,200     -     -  
Interest on credit facility   578     553     25     -     -  
Term loan facility   53,191     1,596     15,691     35,904     -  
Interest and fees on term loan facility   20,037     5,527     9,780     4,730     -  
Royalty payable   3,062     3,062     -     -     -  
Metals contract liability   44,618     20,024     24,594     -     -  
Silver contract liability   28,566     6,368     19,815     2,383     -  
Price protection program premium   3,411     383     3,028     -     -  
Projected pension contributions   7,530     1,596     2,652     2,906     376  
Decommissioning provision   19,950     -     -     -     19,950  
Other long-term liabilities   2,180     -     1,368     182     630  
  $ 225,791   $ 79,577   $ 79,153   $ 46,105   $ 20,956  

Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    September 30, 2025  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 1,493   $ 1,493   $ -   $ -   $ -  
Other long-term liabilities   1,550     -     1,368     182     -  
  $ 3,043   $ 1,493   $ 1,368   $ 182   $ -  

The following table summarizes the continuity of the Company's total lease liabilities discounted using an incremental borrowing rate ranging from 6% to11% applied during the period:

    Nine-month     Year  
    period ended     ended  
    September 30,     December 31,  
    2025     2024  
             
Lease liabilities, beginning of period $ 1,655   $ 1,436  
Additions   2,081     823  
Lease principal payments   (668 )   (608 )
Lease interest payments   (143 )   (71 )
Accretion on lease liabilities   118     75  
Lease liabilities, end of period $ 3,043   $ 1,655  

(iii) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.

(1) Interest rate risk

The Company is subject to interest rate risk of the 3-month U.S. SOFR rate plus 7.2% per annum from Cosalá Operations' advance payments of concentrate, the 3-month U.S. SOFR rate plus 4.75% per annum from the Facility, the 3-month U.S. SOFR rate plus 6% per annum from the Credit Facility, and the U.S SOFR rate plus 6% per annum from the Term Loan Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at September 30 2025, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:

Financial instruments that may impact the Company's net loss or other comprehensive loss due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

    As at September 30, 2025  
    CAD     MXN  
             
Cash and cash equivalents $ 1,030   $ 668  
Trade and other receivables   517     3,254  
Trade and other payables   4,078     11,018  

As at September 30, 2025, the CAD/USD and MXN/USD exchange rates were 1.39 and 18.38, respectively. The sensitivity of the Company's net loss and other comprehensive loss due to changes in the exchange rates for the nine-month period ended September 30, 2025 is included in the following table:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    CAD/USD     MXN/USD  
    Exchange rate     Exchange rate  
    +/- 10%     +/- 10%  
             
Approximate impact on:            
Net loss 2,182   3,378  
Other comprehensive loss   196     3  

The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.

As at September 30, 2025 and December 31, 2024, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the nine-month periods ended September 30, 2025 and 2024, the Company did not settle any non-hedge foreign exchange forward contracts.

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at September 30, 2025, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.7 million (December 31, 2024: $0.4 million). The Company also has precious metals contract liabilities which fluctuate from changes in commodity prices. A ±10% fluctuation in gold and silver prices would affect total metals contract liability and silver contract liability by approximately $4.5 million and $2.9 million, respectively (December 31, 2024: $4.1 million and $1.8 million, respectively).

A price protection program on future precious and base metals production and commitments was completed in July 2025 in relation to the Term Loan Facility. The following were the non-hedge contracts entered:

  • Silver put options for 60,000 ounces per month from July 2025 to June 2026 at a strike price of $29 per ounce valued at total cost of $0.3 million at inception.
  • Gold forward options to buy 1,275 ounces every three months from September 2025 to June 2026 at prices between $3,375 and $3,541 per ounce.
  • Gold call options to buy 1,259 to 1,275 ounces every three months from September 2026 to December 2027 at a strike price of $3,500 per ounce valued at total cost of $3.4 million at inception.
  • Zinc forward options to sell approximately 200,000 pounds per month from August 2025 to December 2025 at $1.27 per pound.
  • Lead forward options to sell approximately 500,000 pounds per month from August 2025 to January 2026 at $0.91 per pound.
  • Copper forward options to sell approximately 100,000 to 250,000 pounds per month from August 2025 to July 2026 at $4.39 per pound.

The Company recognized a $0.3 million gain from settled non-hedge contracts and a $2.6 million gain from unsettled non-hedge contracts during the nine-month period ended September 30, 2025. At September 30, 2025, the unsettled non-hedged contracts resulted in a net asset of derivative instruments valued at $2.9 million.

Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the nine-month period ended September 30, 2025 was $2.9 million (2024: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company's convertible debenture during the nine-month period ended September 30, 2025 was a gain of $3.6 million (2024: loss of $0.6 million).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

b.  Fair values

The fair value of cash, restricted cash, trade and other receivables, and other financial assets and liabilities listed below approximate their carrying amounts mainly due to the short-term maturities of these instruments.

The methods and assumptions used in estimating the fair value of financial assets and liabilities are as follows:

  • Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets.
  • Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.
  • Metals contract liabilities: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period.
  • Pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes: The principal portion of pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes are initially measured at fair value and subsequently carried at amortized cost.
  • Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period.
  • Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.
  • Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company's derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:

  • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.
  • Level 3 inputs are unobservable (supported by little or no market activity).

Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    September 30,           December 31,  
    2025           2024  
                   
Level 1                  
  Cash and cash equivalents $ 39,100         $ 20,002  
  Restricted cash   4,672           4,527  
                   
Level 2                  
  Trade and other receivables   10,598           7,132  
  Derivative instruments - assets   2,861     ##     -  
  Derivative instruments - liabilities   -           709  
  Metals contract liability   44,618           40,868  
  Silver contract liability   28,566           18,193  
                   
Level 3                  
  Royalty payable   3,062           2,762  
                   
Amortized cost                  
  Pre-payment facility   2,550           2,000  
  Credit facility   9,160           9,490  
  Term loan facility   48,019           -  
  Convertible debenture   -           10,849  

23.  Segmented and geographic information, and major customers

a.  Segmented information

The Company's operations comprise of four reporting segments engaged in acquisition, exploration, development and exploration of mineral resource properties in Mexico and the United States. Management has determined the operating segments based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions.

b.  Geographic information

All revenues from sales of concentrates for the three-month and nine-month periods ended September 30, 2025 and 2024 were earned in Mexico and the United States. The following segmented information is presented as at September 30, 2025 and December 31, 2024, and for the three-month and nine-month periods ended September 30, 2025 and 2024. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    As at September 30, 2025     As at December 31, 2024  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Cash and cash equivalents 5,840   337   199   32,724   39,100   6,576   1,390   35   12,001   20,002  
Trade and other receivables   5,154     4,927     -     517     10,598     5,485     1,450     -     197     7,132  
Inventories   7,364     2,758     103     -     10,225     7,976     2,625     103     -     10,704  
Prepaid expenses   1,288     1,382     394     798     3,862     745     933     755     443     2,876  
Derivative instruments   -     -     -     2,861     2,861     -     -     -     -     -  
Restricted cash   149     53     4,470     -     4,672     135     53     4,339     -     4,527  
Property, plant and equipment   58,370     83,180     21,169     665     163,384     48,123     74,935     23,686     655     147,399  
Total assets 78,165   92,637   26,335   37,565   234,702   69,040   81,386   28,918   13,296   192,640  
                                                             
Trade and other payables 12,256   9,425   3,271   5,766   30,718   12,650   8,689   2,896   13,098   37,333  
Derivative instruments   -     -     -     -     -     -     -     -     709     709  
Pre-payment facility   -     2,550     -     -     2,550     -     2,000     -     -     2,000  
Credit facility   9,160     -     -     -     9,160     9,490     -     -     -     9,490  
Term loan facility   -     -     -     48,019     48,019     -     -     -     -     -  
Other long-term liabilities   870     916     -     394     2,180     -     1,170     -     488     1,658  
Metals contract liability   -     -     -     44,618     44,618     -     -     -     40,868     40,868  
Silver contract liability   -     -     -     28,566     28,566     -     -     -     18,193     18,193  
Convertible debenture   -     -     -     -     -     -     -     -     10,849     10,849  
Royalty payable   -     -     -     3,062     3,062     -     -     -     2,762     2,762  
Post-employment benefit obligations   -     3,108     -     -     3,108     -     3,892     -     -     3,892  
Decommissioning provision   2,693     5,716     4,064     -     12,473     2,129     5,346     3,914     -     11,389  
Deferred tax liabilities   33     -     -     -     33     48     -     -     -     48  
Total liabilities 25,012   21,715   7,335   130,425   184,487   24,317   21,097   6,810   86,967   139,191  

    Three-month period ended September 30, 2025           Three-month period ended September 30, 2024        
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue 13,099   17,497   -   -   30,596   12,699   9,627   -   -   22,326  
Cost of sales   (8,190 )   (11,948 )   -     -     (20,138 )   (9,426 )   (10,839 )   -     -     (20,265 )
Depletion and amortization   (707 )   (2,142 )   (797 )   (58 )   (3,704 )   (2,243 )   (2,769 )   (862 )   (40 )   (5,914 )
Care and maintenance costs   -     (216 )   (740 )   -     (956 )   -     (175 )   (559 )   -     (734 )
Corporate general and administrative   -     -     -     (5,933 )   (5,933 )   -     -     -     (1,671 )   (1,671 )
Exploration costs   (962 )   (715 )   (32 )   -     (1,709 )   (112 )   (788 )   (32 )   -     (932 )
Accretion on decommissioning provision   (54 )   (60 )   (43 )   -     (157 )   (59 )   (56 )   (42 )   -     (157 )
Interest and financing income (expense)   (34 )   (76 )   44     (1,644 )   (1,710 )   (796 )   (119 )   12     (3,516 )   (4,419 )
Foreign exchange gain (loss)   (367 )   -     -     (1,510 )   (1,877 )   475     -     -     698     1,173  
Gain on disposal of assets   -     -     1     -     1     -     -     -     -     -  
Loss on metals contract liabilities   -     -     -     (12,316 )   (12,316 )   -     -     -     (5,330 )   (5,330 )
Other gain on derivatives   -     -     -     2,916     2,916     -     -     -     178     178  
Fair value loss on royalty payable   -     -     -     (19 )   (19 )   -     -     -     (216 )   (216 )
Income (loss) before income taxes   2,785     2,340     (1,567 )   (18,564 )   (15,006 )   538     (5,119 )   (1,483 )   (9,897 )   (15,961 )
Income tax expense   (702 )   -     -     -     (702 )   (198 )   -     -     -     (198 )
Net income (loss) for the period 2,083   2,340   (1,567 ) (18,564 ) (15,708 ) 340   (5,119 ) (1,483 ) (9,897 ) (16,159 )


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Nine-month period ended September 30, 2025           Nine-month period ended September 30, 2024        
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue 36,435   44,635   -   -   81,070   41,094   35,297   -   -   76,391  
Cost of sales   (30,781 )   (33,975 )   -     -     (64,756 )   (32,905 )   (29,960 )   -     -     (62,865 )
Depletion and amortization   (3,607 )   (9,424 )   (2,506 )   (173 )   (15,710 )   (6,892 )   (9,018 )   (2,589 )   (119 )   (18,618 )
Care and maintenance costs   -     (445 )   (1,139 )   -     (1,584 )   -     (445 )   (2,752 )   -     (3,197 )
Corporate general and administrative   -     -     -     (18,521 )   (18,521 )   -     -     -     (5,036 )   (5,036 )
Exploration costs   (2,203 )   (1,617 )   (87 )   -     (3,907 )   (486 )   (2,286 )   (76 )   -     (2,848 )
Accretion on decommissioning provision   (162 )   (178 )   (131 )   -     (471 )   (182 )   (165 )   (122 )   -     (469 )
Interest and financing income (expense)   (128 )   (268 )   131     (3,300 )   (3,565 )   (965 )   (317 )   41     (6,789 )   (8,030 )
Foreign exchange gain (loss)   (844 )   -     -     1,951     1,107     1,042     -     -     (881 )   161  
Gain on disposal of assets   -     -     967     -     967     -     -     -     -     -  
Loss on metals contract liability   -     -     -     (26,889 )   (26,889 )   -     -     -     (10,044 )   (10,044 )
Other gain (loss) on derivatives   -     -     -     3,625     3,625     -     -     -     (566 )   (566 )
Fair value loss on royalty payable   -     -     -     (300 )   (300 )   -     -     -     (729 )   (729 )
Income (loss) before income taxes   (1,290 )   (1,272 )   (2,765 )   (43,607 )   (48,934 )   706     (6,894 )   (5,498 )   (24,164 )   (35,850 )
Income tax expense   (795 )   -     -     -     (795 )   (469 )   -     -     -     (469 )
Net loss for the period (2,085 ) (1,272 ) (2,765 ) (43,607 ) (49,729 ) 237   (6,894 ) (5,498 ) (24,164 ) (36,319 )

c.  Major customers

For the three-month period ended September 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 43% of revenues from Cosalá Operations and 57% of revenues from Galena Complex (2024: two major customers accounting for 51% of revenues from Cosalá Operations and 45% of revenues from Galena Complex). For the nine-month period ended September 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 45% of revenues from Cosalá Operations and 55% of revenues from Galena Complex (2024: two major customers accounting for 50% of revenues from Cosalá Operations and 48% of revenues from Galena Complex).

24.  Contingencies

Due to the size, complexity and nature of the Company's operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated.

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.7 million (MXN 196.8 million), of which $4.6 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.1 million (MXN 94.6 million) of their original reassessment. The remaining $5.6 million (MXN 102.2 million) consists of $4.6 million (MXN 84.4 million) related to transactions with certain suppliers and $1.0 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $1.0 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.6 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.1 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at September 30, 2025, the accrued liability of the probable obligation from the ongoing appeal was $1.0 million (December 31, 2024: $1.0 million).


EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Americas Gold and Silver Corporation: Exhibit 99.2 - Filed by newsfilecorp.com



 
 
AMERICAS GOLD AND SILVER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
DATED NOVEMBER 10, 2025
 
 



Americas Gold and Silver Corporation

Management's Discussion and Analysis

Table of Contents

Forward-Looking Statements 1
Management’s Discussion and Analysis 3
Overview 4
Recent Developments and Operational Discussion 5
Results of Operations 13
Summary of Quarterly Results 15
Liquidity 16
Capital Resources 18
Off-Balance Sheet Arrangements 19
Transactions with Related Parties 19
Risk Factors 19
Accounting Standards and Pronouncements 20
Financial Instruments 20
Capital Structure 21
Controls and Procedures 21
Technical Information 21
Non-GAAP and Other Financial Measures 21

Unless otherwise indicated, in this Management's Discussion and Analysis all references to "dollar" or the use of the symbol "$" are to the United States of America dollar and all references to "C$" are to the Canadian dollar. Additionally, percentage changes in this Management's Discussion and Analysis are based on dollar amounts before rounding.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Forward-Looking Statements

Statements contained in this Management’s Discussion and Analysis (“MD&A”) may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). Often, but not always, forward-looking statements can be identified by forward-looking words such as "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions. Specific forward-looking statements in this MD&A include, but are not limited to: estimated and targeted production rates and results for silver and other metals at the Galena Complex and Cosalá Operations; statements relating to the Company’s acquisition of the remaining 40% interest in the Galena Complex and the Acquisition Agreement (as defined herein), including expected benefits to the Company and its shareholders; statements relating to the Company’s positioning as a silver-focused producer and the precious metals markets; the expected timing and completion of required development and the expected operational and production results therefrom, statements relating to Americas Gold and Silver’s EC120 Project, including expected approvals and capital requirements, and timing to reach commercial and sustainable production and full production on its anticipated timeline and budget; the Company’s expectations relating to the operation of San Rafael throughout the EC120 Project development period and related cashflows; the Company’s technical review and optimization work at the Galena Complex and related operational improvements, production potential and production efficiencies at the Galena Complex, including the expected production levels and anticipated improvements through production growth and operational efficiency; the Company’s second phase test work confirming the potential to extract over 99% of antimony from test copper floatation concentrate and the Company’s role in the U.S. domestic supply of critical minerals; estimates of, and realizations on, mineral reserves and resources; expected prices of silver and other metals and related expectations relating to the Company's revenue derived from the sale of such metals; anticipated costs, expenses and capital expenditures; opportunities relating to the optimization of concentrate sales by enhancing by-product recovery and the timing and results of its metallurgical sampling program to identify by-product revenue optimization opportunities and the anticipated improvements therefrom; initial results and expectations arising out of the Company’s exploration and drilling programs at the Galena Complex; the Company’s ability to continue as a going concern; the Company’s liquidity position and ability to fund expected operations at prevailing commodity prices and requirement for additional financing, including potential additional debt financing opportunities and existing debt restructuring; the Company’s intention to issue guidance for 2025; and expectations regarding the Company’s ability to rely in existing infrastructure, facilities and equipment.

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which are beyond the Company's control) that could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A include, but are not limited to risks relating to: interpretations or reinterpretations of geologic information; results of exploration and production activities; inability or delay in obtaining permits required for future exploration, development or production; mineral reserves and mineral resources and related interpretations, development and production and the Company's ability to sustain or increase present 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; any hedging activities of the Company; the ability to obtain necessary future financing on acceptable terms or at all; the ability to operate the Company's projects; operational matters and hazards inherent in the mining industry; competition in the mining industry; non-compliance with exchange listing standards; cybersecurity; government regulation of mining operations; cyclical aspects of the Company's business; changing global economic conditions and market volatility, including volatility in financial markets, adverse changes in currencies, trade policies and inflation; geopolitical instability, political unrest, tariffs or trade restrictions, war, and other global conflicts; ground conditions; government regulation and environmental compliance, property claims, title, surface rights and access; mining and exploration activities and future mining operations; risks relating to negative operating cash flows; risks relating to the possibility that the Company's working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods; illegal blockades and other factors limiting mine access or regular operations without interruption; labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding and valuation; failure of plant, equipment, processes and transportation services to operate as anticipated; the recent US election and expectations related to and actions taken by the current administration; recession expectations;  environmental compliance, climate change and government regulation thereof; variations in ore grade or recovery rates; capital and construction expenditures; certain of the Company's material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks associated with foreign operations; risks related to the Company's relationship with the communities where it operates; risks related to actions by certain non-governmental organizations; substantially all of the Company's assets are located outside of Canada, which could impact the enforcement of civil liabilities obtained in Canadian and U.S. courts; currency fluctuations that may adversely affect the financial condition of the Company; the Company may need additional capital in the future and may be unable to obtain it or to obtain it on favourable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; and reclamation activities and other factors described in this MD&A and the Company's most recently filed Annual Information Form ("AIF") under the heading "Risk Factors".  The list above is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the related assumptions may change. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Management's Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation (the "Company" or "Americas Gold and Silver") constitutes management's review of the Company's financial and operating performance for the three and nine months ended September 30, 2025, including the Company's financial condition and future prospects. Except as otherwise noted, this discussion is dated November 10, 2025 and should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and the notes thereto for the three and nine months ended September 30, 2025 and 2024. The unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 are prepared in accordance with International Accounting Standards ("IAS") 34 under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company including the Company's most recent Annual Information Form are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company's website at www.americas-gold.com. The content of the Company's website and information accessible through the website do not form part of this MD&A.

In this report, the management of the Company presents operating highlights for the three months ended September 30, 2025 ("Q3-2025") compared to the three months ended September 30, 2024 ("Q3-2024") and for the nine months ended September 30, 2025 ("YTD-2025") compared to the nine months ended September 30, 2024 ("YTD-2024") as well as comments on plans for the future. Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment: 100% Cosalá Operations and 60% Galena Complex up to December 18, 2024, prior to acquisition of Galena Complex's 40% non-controlling interests, and 100% from both operations thereafter including fiscal 2025. In addition, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024 and are classified similarly in fiscal 2025.

The Company has included certain non-GAAP and other financial measures, which the Company believes, that together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar non-GAAP and other financial performance employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Reconciliations and descriptions can be found under "Non-GAAP and Other Financial Measures".

The Company filed articles of amendment, effective August 21, 2025, to complete an approved share consolidation of the Company's issued and outstanding common shares on the basis of two and a half (2.5) pre-consolidated common shares for one (1) post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, restricted share units, performance share units, and deferred share units. All information relating to issued and outstanding common shares, options, warrants, restricted share units, performance share units, deferred share units, and related per share amounts in this MD&A have been adjusted retrospectively to reflect the share consolidation.

This MD&A contains statements about the Company's future or expected financial condition, results of operations and business. See "Forward-Looking Statements" above for more information on forward-looking statements.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Overview

The Company is a silver-focused producer with two operations in the world's leading silver mining regions: the Galena Complex in Idaho, USA and the Cosalá Operations in Sinaloa, Mexico. The Company also owns the Relief Canyon mine ("Relief Canyon") which is currently on care and maintenance in Nevada, USA.

In Idaho, USA, the Company operates the 100%-owned producing Galena Complex whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d'Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Company is currently underway with a new strategy at Galena aimed at increasing production and lowering operating costs following the consolidation transaction, and subsequent capital raises discussed herein.

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which includes the San Rafael silver-zinc-lead mine ("San Rafael"), after declaring commercial production in December 2017. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects, including the 100%-owned Zone 120 and the El Cajón silver-copper deposits ("EC120 Project"). The Company is currently in the process of developing the EC120 mine which is expected to reach full production by year end 2025. These properties are located in close proximity to the Los Braceros processing plant. The Company also owns a 100% interest in the San Felipe development project in Sonora, Mexico.

In Nevada, USA, the Company has the 100%-owned, Relief Canyon located in Pershing County, which is currently on care and maintenance. Operations were suspended in August 2021 in order to resolve technical challenges related to the metallurgical characteristics of the deposit; leaching and heap rinsing operations were discontinued in Q4-2023. The landholdings at Relief Canyon and the surrounding area cover over 11,700 hectares.

The Company's management and Board of Directors (the "Board") are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally. The Company's registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company is a reporting issuer in each of the provinces of Canada and is listed on the TSX trading under the symbol "USA" and on the NYSE American trading under the symbol "USAS".

Information contained on the Company's website is not incorporated by reference herein and should not be considered part of this MD&A.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Recent Developments and Operational Discussion

Q3-2025 Highlights

  • Consolidated silver production increased 98% year-over-year and 11% quarter-over-quarter as the impact of operational improvements and efficiencies continued at the Galena Complex in Idaho while the Cosalá Operations progressed into the high-grade EC120 Project with pre-production of higher-grade development ore.
    • Strong production results were achieved despite a planned 10-day shut down to complete Phase 1 upgrades to the Galena No. 3 Shaft.
    • Consolidated silver production of 765,000 ounces was realized during the quarter, or approximately 877,000 silver equivalent1 ounces, including 2.3 million pounds of lead (23% increase quarter-over-quarter).
    • The Galena Complex produced approximately 440,000 ounces of silver (a 36% increase in silver production compared to Q3-2024) due to more consistent access to the higher silver grade tetrahedrite ore.
    • Silver production at the Cosalá Operations increased by 70% to approximately 325,000 ounces of silver in Q3-2025.
  • Increase in consolidated revenue2 due to higher silver production and higher realized prices. Consolidated revenue, including by-product revenue, increased to $30.6 million for Q3-2025 or 37% compared to $22.3 million for Q3-2024, despite lower zinc and lead production.
    • During the quarter the Company continued its transition into EC120 at Cosalá which has predominantly higher-grade silver and copper compared to the zinc-lead-silver San Rafael mine.
    • Pre-production sales of EC120 silver-copper concentrate contributed a strong $12.9 million to revenue during Q3-2025.
  • Confirmed the viability of supplying significant antimony production to satisfy United States domestic supply requirements and cto create a potential additional future revenue stream. Reported by-product year-to-date antimony production of 447,466 pounds.
    • Announced breakthrough metallurgical test work results yielding over 99% antimony extraction from copper concentrate and reconfirming the ~0.7:1 Sb:Cu ratio of historical production at Galena.
    • Year-to-date output of 615,817 pounds of copper alongside antimony, underscoring the predictability of antimony production from Galena's high-grade silver-copper-antimony tetrahedrite ore.
  • Strong exploration results from the Galena Complex, highlighted by an intersection of 24,913 g/t Ag and 16.9% Cu over 0.21 metres in the high-grade extension of the previously identified 149 Vein.
  • First phase of the Galena No. 3 Shaft upgrade completed ahead of schedule. The Phase 1 upgrade was completed during a 10-day shutdown period, four days shorter than planned, delivering 100% productivity improvement.
  • Cash and cash equivalents balance of $39.1 million ($7.2 million Q3-2024) and working capital1 deficit of $6.5 million as at September 30, 2025 (working capital deficit of $28.7 million as at December 31, 2024).
  • Cost of sales1,2 per silver equivalent ounce produced, cash costs1 and all-in sustaining costs1 per silver ounce produced averaged $22.95, $24.11 and $30.06, respectively, in Q3-2025.
  • Net loss of $15.7 million for Q3-2025 (Q3-2024 net loss of $16.1 million), as the Company continues to execute on its strategic investment strategy into operations at the Galena Complex, was primarily a result of higher precious metal prices impacting metals-based liabilities offset against gains recognized from a new price protection program completed during the period.

______________________________

1 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

2 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025
  • Adjusted loss1 for Q3-2025 was $4.3 million (adjusted loss of $11.8 million for Q3-2024) and Adjusted EBITDA1 for Q3-2025 was income of $1.9 million (adjusted EBITDA loss of $1.3 million for Q3-2024) primarily due to higher net revenue from increased silver production and realized prices during the period offset by higher capital spending as part of the strategic investment strategy at Galena and non-cash share-based payments.

On December 19, 2024, the Company completed the acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex pursuant to an agreement dated October 9, 2024 with Mr. Eric Sprott. Mr. Paul Andre Huet was appointed Chief Executive Officer of the Company effective November 11, 2024 and Chairman of the Board following the close of the transaction. Mr. Huet immediately began building a strong, experienced technical team to unlock the dormant value of the Galena Complex in pursuit of increased shareholder returns.

Metal Prices

Precious metals prices continued to increase during the Q3-2025 as investors adjusted capital flows and allocations in response to the monetary and fiscal policy plans of the new U.S. administration, international trade tariff discussions, and recession and inflation expectations, among other macroeconomic events. The market price of silver increased by 34% year-over-year to average price of $39.38/oz in Q3-2025 compared to an average price of $29.43/oz in Q3-2024. The Copper market price increased by 6% year-over-year to average price of $4.44/lb, in Q3-2025 compared to an average price of $4.17lb in Q3-2024. Lead decreased by 4% year-over-year to average price of $0.89/lb in Q3-2025 compared to an average price of $0.93lb in Q3-2024. The Company is dependant on both precious and base metal prices for profitability and liquidity.

The Company believes it is well positioned to significantly increase revenue for 2025 and beyond, supported by its planned growth in silver production at both of its producing operations and the assumption that market prices for silver, zinc, and copper remain at or above current levels.

Galena Complex

During the third quarter of 2025, the Company continued to make significant progress at the Galena Complex, on track with its operational growth plan. Development activities advanced steadily, with improved efficiencies in muck handling and notable gains in development rates. A key contributor to this quarter's improvements was the successful extraction of a second long-hole stope at Galena. Remote mucking operations demonstrated a significant increase in tonnage moved compared to traditional underhand and overhand mining methods. The second long-hole panel from the first long-hole stope was mined successfully, achieving planned widths. Additional long-hole stopes, including 49-130, are scheduled for Q4-2025, with three more in development for mining in Q1-2026. Construction of a second Alimak ventilation raise, which began in Q2-2025, is now expected to be completed in Q4-2025.

The 55-179 decline is now progressing toward the 55-198 and 55-165 stopes for continued production in Q4-2025. The strategic location of this ramp provides access to multiple stopes-namely 55-206, 55-198, 55-165, and 55-163-thereby reducing development costs by enabling multiple accesses from a single ramp. Of these, three stopes (55-206, 55-163, and 55-165) are planned to be mined using long-hole methods - a notable achievement considering there were no long-hole stopes at the end of fiscal 2024.

The replacement of a portion of the mine's legacy underground fleet also progressed during the quarter. Five new underground loaders and three mine trucks were ordered earlier in the year. Initial units have already been deployed underground, with operational efficiencies materializing in the second half of 2025. Two remote-capable Komatsu WX-04 loaders were commissioned during the quarter while the remaining three units have been lowered underground. A 16-ton haul truck is scheduled for commissioning in Q4-2025 while four new underground tractors and one mini excavator were received to improve personnel transport and manage oversize material. Two 300-ton bins have been upsized to accommodate the new haul trucks alongside new chutes that have been installed on the 5500 level with commissioning is expected in Q4-2025.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Certain areas of the mine continue to demonstrate favorable economics with the increase in silver prices and are being reintegrated into the current and 2026 mine plans. An internal study is underway to evaluate the potential for remnant mining in the 55-072 and 46-136 front ramp areas. Additional drilling is required to refine geological models, with two new muckers have been deployed to support these efforts.

Finally, the components for the #3 shaft replacement hoist motor arrived on site in early Q3-2025. The motor was successfully installed during the quarter resulting in increased skip volumes from the 5600 loading pockets. This improvement is attributed to the new motor's higher torque and horsepower. Importantly, the operation has been de-risked with the availability of a spare motor for #3 shaft - a first for the Galena mine. This upgrade is a critical component of the Galena Complex's plan to significantly increase hoisting capacity, with further installation benefits expected in early 2026. Plans are also in place to replace the Coeur hoist motor in Q4-2025, which will both enhance operational redundancy and support the second means of egress.

Galena Exploration Update

Recent early-stage exploration drilling on the 4300 Level from the 43-191 DDS has identified a high-grade copper-silver-antimony vein. The vein has the potential to be the upper extension of the previously identified 149 Vein. Three holes drilled to date demonstrate nearly 120 meters of vertical continuity above current mining level with more drilling in progress to infill and extend this vein. The 149 Vein is currently being mined below these intercepts, producing a consistent high-grade mill feed of 600-700 tons per cut averaging 700-950 g/t silver and 0.6-0.7% copper. The 149 Vein is a strong candidate currently under review for long hole open stoping.

The geologic setting and host rock interpretation indicates that recent intercepts are near the upper crown of the 149 Vein. This area is located within the transition zone of the Upper Revett and the St. Regis Formations, the two dominant Belt Supergroup formations seen at the Galena Mine. To date, 4,878 meters have been drilled from this station out of a planned 18,100 meters, testing several different targets in addition to the 149 Vein.

Drill results on the 149 vein to-date are:

• DDH 43-317: 24,913 g/t Ag and 16.9% Cu over 0.21 m

• DDH 43-304: 2,816 g/t Ag and 2.0% Cu and 1.05% Sb over 1.05 m

• DDH 43-316: 2,354 g/t Ag and 1.7% Cu over 1.58 m

These intercepts underscore the high-grade nature of the 149 Vein extension, with potential to contribute further to near-term mining plans and potential resource additions as additional drilling progresses. The vein remains open for expansion. Ongoing efforts are focused on infilling and testing adjacent targets to maximize its contribution to the Galena Complex's production profile.

A full table of the Company's latest published drill results can be found at: https://americas-gold.com/site/assets/files/4297/dr20250822.pdf.

The Company's current consolidated mineral reserve and mineral resource statement can be found at: https://americas-gold.com/site/assets/files/5151/reserves20241231.pdf.

Information contained on the Company's website is not incorporated by reference herein and should not be considered part of this MD&A.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Metallurgical Testing - Antimony

Recent metallurgical testing at the Galena Complex confirmed high recoveries of antimony alongside strong silver and copper recoveries from ore currently being processed. Antimony at the Galena Complex is hosted in the common sulfosalt mineral, tetrahedrite, which is an antimony sulfide of silver, copper and iron. Although the Galena Complex has produced significant antimony over its life, the Company historically has not realized value for this material due to its insufficient concentration and quality for smelter acceptance.

Following a review of historical metallurgical data, the Company commissioned SGS Canada Inc. to conduct flotation tests on current mill feed. The first phase of test results on the tetrahedrite material indicated a marketable concentrate may now be possible using modern metallurgical processes. The test results mark a key step toward establishing the Company as the largest antimony producer in the United States, unlocking a new revenue stream from a strategic by-product, previously counted as a penalty element.

Historically, individual lots of ore from both the Galena and Coeur mines were processed at the Sunshine Mine, located just four miles west, where antimony was effectively separated and recovered. Building on this precedent, the second phase of metallurgical testing, under the direction of Allihies Engineering, Inc., focused on treating the current concentrate to produce multiple saleable antimony products, opening the door to monetizing a long-overlooked byproduct and reinforcing the Company's strategic value within the U.S. critical minerals framework.

The Company celebrated a major milestone in metallurgical innovation as the second phase test work confirmed the potential to extract over 99% of antimony from the site's test copper flotation concentrate, transforming a historically overlooked by-product into a valuable revenue source while bolstering the Company's role in the U.S. domestic supply of critical minerals.

To strengthen its engagement with the federal government, the Company has signed an agreement with Lot Sixteen LLC, a consultancy with extensive experience advancing domestic critical minerals projects, advising on natural resource issues, and securing federal funding for its clients. Lot Sixteen will support the Company's work to advance antimony processing in Idaho's Silver Valley.

Galena is the only producing antimony mine in the United States. The Company aims to deliver a secure and reliable source of antimony, a federally recognized critical mineral with key applications in the defense, energy, and manufacturing sectors to the United States Government. Given its significant advantage of current production, Americas is evaluating the potential for construction of a new antimony processing facility to process Galena's current antimony production and, if capacity permits, could accept feed from other sources with the objective of creating a domestic hub for antimony production in the Idaho's Silver Valley.

Cosalá Operations

The Cosalá Operations had a strong quarter as it continues to transition from the zinc-lead-silver San Rafael mine to the higher-grade silver-copper EC120 Project in fiscal 2025. Silver production increased in Q3-2025 by 70% to approximately 325,000 ounces of silver compared to approximately 192,000 ounces of silver in Q3-2024, primarily due to higher grades and silver recoveries offset by lower tonnages during the period. Ore tonnages were impacted by approximately 17 days due to a longer than usual, rainy weather season, in addition to regional security concerns, with the expectation of limited weather downtime in Q4-2025. The majority of production during the quarter was sourced from EC120 which contributed approximately 314,000 ounces of silver production (689,000 ounces of silver production project-to-date). Production from EC120 was supplemented with limited tonnage from the Upper Zone of San Rafael with significant grades ranging up to 1,675 g/t. Silver processed from mining of this higher-grade Upper Zone increased month to month in the quarter and are expected to continue into Q4-2025 and early 2026.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

The Company expects to continue to operate the Upper Zone throughout the remainder of the year as more working faces in the EC120 Project are developed. New mining equipment ordered earlier in the quarter is expected to be delivered to site late in Q4-2025 and is expected to positively impact operating efficiencies in early 2026. Overall, the EC120 Project remains on-track for commercial production by end of 2025.

The Sinaloa region, where the Company operates, has recently experienced heightened conflict between organized crime groups. While no damage has been reported to the Company's property or personnel, intermittent regional security disruptions resulting from violence in nearby areas have caused delays in contractor mobilization and impacted the Company's supply chain and concentrate transportation routes during the first half of 2025. Specifically, the EC120 Project's Zone 120 development was delayed due to the late arrival of a raise-bore machine critical for completing a ventilation raise, which was broke through to surface in late April 2025. Additionally, these disruptions intermittently affected mill operations, leading to a minor reduction in milled tonnage though the Company largely maintained normal steady-state throughput throughout Q3-2025.

While the Company cannot predict when, or if, these conflicts may subside or worsen in the interim, it remains committed to responding proactively to prioritize the safety and well-being of its employees and stakeholders.

Please refer to the section entitled "Risk Factors" in the Company's Annual Information Form dated March 31, 2025 for a further discussion of the risks relating the Company's business and operations, including risks associated with its operations in Mexico and exposure to risks and uncertainties regarding operations in areas located where organized crime groups and Mexican cartels may operate.

Senior Secured Term Loan Facility

On June 24, 2025, the Company entered into a senior secured debt facility with SAF for funds of up to $100 million, primarily to fund growth and development capital spending at the Galena Complex. The facility consists of three tranches with an initial $50 million term loan advanced upon closing, and two additional tranches of $25 million each made available to the Company upon satisfaction of certain conditions. SAF holds senior security over all the Company's assets and secondary security on the Cosalá Operations and the Relief Canyon Mine. As part of the close, the term loan facility is subject to certain quarterly and annual financial covenants, along with a price protection program completed in July on future precious and base metals production and commitments.

The facility consists of:

• A term loan with proceeds of the initial $50 million advanced at closing. The initial tranche advanced on the closing date is subject to an interest rate of SOFR (4% floor) plus 6% per annum and matures 60 months following the closing date. Principal will amortize over the term of the loan, with principal repayments commencing one year after the closing date and payable quarterly thereafter.

• Two additional $25 million tranches that will be available to the Company upon the achievement of certain conditions precedent. The first additional tranche will be subject to an interest rate of SOFR (4% floor) plus 6% per annum after funding. The second additional tranche will be subject to an interest rate of SOFR (4% floor) plus 4% per annum after funding. Principal will amortize over the term of the loan with principal repayments commencing one year after the closing date and payable quarterly thereafter.

The Company also entered into an offtake agreement with Ocean Partners USA Inc. for treatment of up to 100% of concentrates from the Galena Complex at Teck Resources Limited's Trail Operations in Trail, British Columbia, one of the world's largest fully-integrated zinc, lead and critical metals complexes. As a condition to closing the facility and in conjunction with the entering the offtake agreement, Ocean Partners subscribed for 16.8 million common shares in the Company at C$0.95 per common share, representing a premium of approximately 14% to the Company's 20-day VWAP for gross proceeds of $11.5 million.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Share Consolidation

The Company filed articles of amendment, effective August 21, 2025, implementing a consolidation of its outstanding common shares on the basis as finally determined by the Board of one (1) post-consolidation common share for every two and a half (2.5) pre-consolidation common shares (the "Consolidation"). The exercise price or conversion price, as applicable, and the number of common shares issuable, as applicable, under any of the Company's outstanding convertible or share-based securities such as warrants, stock options and restricted share units, performance share units and deferred share units, as applicable, were proportionately adjusted upon completion of the Consolidation in accordance with their respective terms. The CUSIP and ISIN numbers of the post-consolidation common shares also changed upon the completion of the Consolidation.

Consolidated Results and Developments

      Q3-20253     Q3-20243     YTD-20253     YTD-20243  
Revenue ($ M)4   $ 30.6   $ 22.3   $ 81.1   $ 76.4  
Silver Produced (oz)     764,757     385,564     1,899,627     1,375,416  
Zinc Produced (lb)     79,938     8,362,501     8,284,795     25,215,650  
Lead Produced (lb)     2,345,180     4,118,739     8,075,456     12,464,012  
Copper Produced (lb)5     565,707     -     1,038,404     -  
Total Silver Equivalent Produced (oz)1     877,454     883,049     2,553,992     2,962,099  
Cost of Sales/Ag Eq Oz Produced ($/oz)2   $ 22.95   $ 18.04   $ 25.35   $ 17.18  
Cash Costs/Ag Oz Produced ($/oz)2   $ 24.11   $ 16.88   $ 25.25   $ 16.54  
All-In Sustaining Costs/Ag Oz Produced ($/oz)2   $ 30.06   $ 25.38   $ 32.40   $ 24.89  
Net Loss ($ M)   $ (15.7 ) $ (16.1 ) $ (49.7 ) $ (36.3 )
Comprehensive Income (Loss) ($ M)   $ (14.2 ) $ (17.8 ) $ (51.5 ) $ (33.4 )

1 Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, lead, and copper prices during each respective period.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

3 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

4 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.

5 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 Project pre-production from the Cosalá Operations.

Consolidated silver production of approximately 765,000 ounces during Q3-2025 was higher than Q3-2024 production of approximately attributable 386,000 ounces due to higher grades at both operations, offset by lower tonnage. Throughout this MD&A as previously noted, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment: 100% Cosalá Operations and 60% Galena Complex up to December 18, 2024, prior to acquisition of Galena Complex’s 40% non-controlling interests, and 100% from both operations thereafter including fiscal 2025. Pre-production of EC120 silver-copper concentrate contributed silver production of 314,000 ounces during Q3-2025. Production of both zinc and lead during the quarter were lower than Q3-2024 due to lower tonnage of San Rafael ore processed during the quarter as the Company develops and transitions into the silver-copper EC120 orebody.

Revenue of $30.6 million for the three months ended September 30, 2025 was higher than revenue of $22.3 million for the three months ended September 30, 2024, resulting from increased silver production during the period and the increase in realized silver prices, partially offset by lower zinc and lead production. Revenue included pre-production revenue from the EC120 Project of $12.9 million during the period. The average realized silver price3 increased by 36% from Q3-2024 to Q3-2025, while the average realized lead and zinc prices3 decreased by 3% and 2%, respectively, during the same period. The average realized silver price of $40.36/oz for Q3-2025 (Q3-2024 - $29.71/oz) is comparable to the average London silver spot price of $39.38/oz for Q3-2025 (Q3-2024 - $29.43/oz).

_____________________________

3 These are supplementary or non-GAAP financial measures or ratios. See "Non-GAAP and Other Financial Measures" section for further information.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

The Company recorded a net loss of $15.7 million for the three months ended September 30, 2025 compared to a net loss of $16.2 million for the three months ended September 30, 2024. The decrease in net loss was primarily attributable to higher net revenue, lower depletion and amortization, lower interest and financing expense, and higher other gain on derivatives, offset in part by increase in gold prices on the Company's metals contract liabilities, higher non-cash corporate expenses, and higher foreign exchange loss. These variances are further discussed in the following sections.

Galena Complex

    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Tonnes Milled   28,534     31,848     74,771     88,686  
Silver Grade (g/t)   486     322     496     426  
Lead Grade (%)   3.96     3.97     4.05     4.11  
Silver Recovery (%)   98.5     98.1     98.5     98.3  
Lead Recovery (%)   94.2     93.1     94.1     93.8  
Silver Produced (oz)   439,580     323,043     1,173,304     1,194,479  
Lead Produced (lb)   2,345,180     2,594,042     6,272,775     7,536,648  
Total Silver Equivalent Produced (oz)1   492,402     405,465     1,334,706     1,457,531  
Silver Sold (oz)   425,445     323,852     1,172,169     1,195,215  
Lead Sold (lb)   2,271,462     2,594,089     6,309,375     7,543,940  
Cost of Sales/Ag Eq Oz Produced ($/oz)2 $ 24.26   $ 26.73   $ 25.46   $ 20.56  
Cash Costs/Ag Oz Produced ($/oz)2 $ 24.30   $ 26.54   $ 25.27   $ 21.18  
All-In Sustaining Costs/Ag Oz Produced ($/oz)2 $ 31.31   $ 39.50   $ 34.00   $ 31.64  

1 Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, lead, and copper prices during each respective period.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

The Galena Complex produced approximately 440,000 ounces of silver in Q3-2025 compared to approximately 323,000 ounces of silver in Q3-2024 (a 36% increase in silver production) due to more consistent access to higher silver grade tetrahedrite ore. The mine also produced 2.3 million pounds of lead in Q3-2025, compared to 2.6 million pounds of lead in Q3-2024 (a 10% decrease in lead production). During the period of operational adjustments currently underway as part of the transition plan at Galena, as previously discussed, the Company anticipates potential short-term movements in by-product production levels while the focus on increasing mining rates in silver-copper ore and setting up key infrastructure in support of future growth is advanced. Cash costs per ounce of silver decreased to $24.30 in Q3-2025 from $26.54 in Q3-2024, primarily due to increase in silver production during the period, offset by modest increases in salaries and employee benefits at the operations.

During Q3-2025, the Company has continued to make significant advances at the Galena Complex and is on-track with its operational growth plan. Development plans are well advanced with efficiencies in muck handling and improved development rates being realized. Further developments of the Galena Complex are discussed in the Recent Developments and Operation Discussion section of this MD&A above.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Cosalá Operations

    Q3-20253     Q3-20243     YTD-20253     YTD-20243  
Tonnes Milled   106,029     146,379     359,087     457,915  
Silver Grade (g/t)   116     70     86     73  
Zinc Grade (%)   1.21     3.31     3.10     3.15  
Lead Grade (%)   -     1.24     0.83     1.17  
Copper Grade (%)4   0.30     -     0.28     -  
Silver Recovery (%)   82.0     58.4     73.0     61.4  
Zinc Recovery (%)   70.2     81.1     80.3     81.1  
Lead Recovery (%)   -     66.5     67.0     68.8  
Copper Recovery (%)4   83.8     -     80.8     -  
Silver Produced (oz)   325,177     191,739     726,323     658,729  
Zinc Produced (lb)   79,938     8,362,501     8,284,795     25,215,650  
Lead Produced (lb)   -     2,562,314     1,802,681     7,942,023  
Copper Produced (lb)4   565,707     -     1,038,404     -  
Total Silver Equivalent Produced (oz)1   385,052     639,770     1,219,286     2,087,580  
Silver Sold (oz)   313,159     162,527     718,460     642,682  
Zinc Sold (lb)   86,512     7,501,439     9,474,630     23,955,316  
Lead Sold (lb)   -     2,203,522     1,826,547     7,402,481  
Copper Sold (lb)4   544,121     -     1,057,113     -  
Cost of Sales/Ag Eq Oz Produced ($/oz)2 21.27   $ 14.73   $ 25.25   $ 15.76  
Cash Costs/Ag Oz Produced ($/oz)2 $ 23.87   $ 7.12   $ 25.22   $ 11.49  
All-In Sustaining Costs/Ag Oz Produced ($/oz)2 $ 28.36   $ 11.12   $ 29.82   $ 17.54  

1 Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, lead, and copper prices during each respective period.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

3 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

4 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 Project pre-production from the Cosalá Operations.

Silver production increased in Q3-2025 by 70% to approximately 325,000 ounces of silver compared to approximately 192,000 ounces of silver in Q3-2024, primarily due to higher grades and silver recoveries offset by lower tonnages during the period. A higher portion of the mill feed came from pre-production of the EC120 Project which has higher silver grades and silver recoveries based on its minerology. Lower milled tonnage from the San Rafael Main Central orebody caused base metals production of zinc and lead to drop in Q3-2025. Silver production is expected to increase steadily as the development into EC120 Project progresses and the mine continues to batch higher development grade ore through the mill.

The Cosalá Operations increased capital spending on the EC120 Project, incurring $3.8 million during Q3-2025 ($2.9 million during Q2-2025). The EC120 Project contributed approximately 314,000 ounces of silver production in Q3-2025 (689,000 ounces of silver production project-to-date) as the Cosalá Operations milled and sold silver-copper concentrate during the EC120 Project's development phase contributed $12.9 million to net revenue during Q3-2025. Cash costs per silver ounce increased during Q3-2025 to $23.87 per ounce from $7.12 per ounce in Q3-2024, due primarily to decreased zinc and lead production resulting in lower by-product credits during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Results of Operations

Analysis of the three months ended September 30, 2025 vs. the three months ended September 30, 2024

The Company recorded a net loss of $15.7 million for the three months ended September 30, 2025 compared to a net loss of $16.2 million for the three months ended September 30, 2024. The decrease in net loss was primarily attributable to higher net revenue ($8.3 million), lower depletion and amortization ($2.2 million), lower interest and financing expense ($2.7 million), and higher other gain on derivatives ($2.7 million), offset in part by increase in gold prices on the Company's metals contract liabilities ($7.0 million), higher non-cash corporate expenses ($4.3 million), and higher foreign exchange loss ($3.1 million), each of which are described in more detail below.

Revenue increased by $8.3 million to $30.6 million for the three months ended September 30, 2025 from $22.3 million for the three months ended September 30, 2024. The increase was due to comparatively $7.9 million higher revenue at the Galena Complex from higher silver production and realized prices during the period. Revenue at the Cosalá Operations increased by $0.4 million during the period mainly due to higher silver production and realized prices during the period offset by lower revenue from lower zinc and lead production during the period as higher portion of the mill feed came from pre-production of the EC120 Project.

Cost of sales decreased by $0.2 million to $20.1 million for the three months ended September 30, 2025 from $20.3 million for the three months ended September 30, 2024. The decrease was primarily due to $1.2 million decrease in cost of sales from lower production tonnes at the Cosalá Operations during the period offset by a $1.1 million increase at the Galena Complex due to increases in employee-related costs during the period.

Depletion and amortization decreased $2.2 million to $3.7 million for the three months ended September 30, 2025 from $5.9 million for the three months ended September 30, 2024. The decrease primarily reflects revised depletion rates based on an updated estimate of higher mineral reserves.

Corporate general and administrative expenses increased by $4.3 million due to the addition of required technical expertise to the management team and reconstitution of the Board, plus non-cash compensation recognized during the period due to the implementation of an employee incentive structure that aligns compensation with shareholder interests.

Interest and financing expense decreased by $2.7 million mainly due to higher financing expense recognized during the prior period from accretion of the Company's previously existing convertible debenture.

Foreign exchange loss increased by $3.1 million to a $1.9 million loss for the three months ended September 30, 2025 from a $1.2 gain for the three months ended September 30, 2024, mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company's Mexican and Canadian subsidiaries.

Loss on fair value of metals contract liabilities increased by $7.0 million to a $12.3 million loss for the three months ended September 30, 2025 from a $5.3 million loss for the three months ended September 30, 2024, mainly due to the impact of the increased gold and silver prices on metals contract liabilities during the period.

Other gain on derivatives increased $2.7 million to $2.9 million gain for the three months ended September 30, 2025 from a $0.2 million gain for the three months ended September 30, 2024 due to price protection derivative instruments entered during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Analysis of the nine months ended September 30, 2025 vs. the nine months ended September 30, 2024

The Company recorded a net loss of $49.7 million for the nine months ended September 30, 2025 compared to a net loss of $36.3 million for the nine months ended September 30, 2024. The increase in net loss was primarily attributable to increase in gold prices on the Company's metals contract liabilities ($16.8 million), higher non-cash corporate expenses ($13.5 million), and higher cost of sales ($1.6 million), offset in part by higher revenue ($4.7 million), lower depletion and amortization ($2.9 million), lower care and maintenance costs ($1.6 million), lower interest and financing expense ($4.5 million), and higher other gain on derivatives ($4.2 million), each of which are described in more detail below.

Revenue increased by $4.7 million to $81.1 million for the nine months ended September 30, 2025 from $76.4 million for the nine months ended September 30, 2024. The increase was due to $9.3 million higher revenue at the Galena Complex from higher silver production and realized prices during the period. Revenue at the Cosalá Operations decreased by $4.7 million during the period mainly due to lower revenue from lower zinc and lead production during the period as higher portion of the mill feed came from pre-production of the silver-copper EC120 Project.

Cost of sales increased by $1.9 million to $64.8 million for the nine months ended September 30, 2025 from $62.9 million for the nine months ended September 30, 2024. The increase was primarily due to $4.0 million increase in cost of sales from the Galena Complex due to increases in employee-related costs during the period, offset in part by $2.1 million decrease in cost of sales from lower production tonnes at the Cosalá Operations during the period.

Depletion and amortization decreased $2.9 million to $15.7 million for the nine months ended September 30, 2025 from $18.6 million for the nine months ended September 30, 2024. The decrease primarily reflects revised depletion rates based on an updated estimate of higher mineral reserves.

Care and maintenance costs decreased by $1.6 million mainly due to $0.5 million of 2024 Relief Canyon surety premium refund and $0.6 million of 2024 Relief Canyon refundable tax credits recognized during the period.

Corporate general and administrative expenses increased by $13.5 million due to the addition of required technical expertise to the management team and reconstitution of the Board, plus non-cash compensation recognized during the period due to the implementation of an employee incentive structure that aligns compensation with shareholder interests.

Interest and financing expense decreased by $4.5 million mainly due to higher financing expense recognized during Q3-2024 from accretion of the Company's previously existing convertible debenture.

Loss on fair value of metals contract liabilities increased by $16.8 million to a $26.9 million loss for the nine months ended September 30, 2025 from a $10.0 million loss for the nine months ended September 30, 2024, mainly due to the impact of the increased gold and silver prices on metals contract liabilities during the period.

Other gain on derivatives increased $4.2 million to $3.6 million gain for the nine months ended September 30, 2025 from a $0.6 million loss for the nine months ended September 30, 2024 due to price protection derivative instruments entered during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with September 30, 2025.

    Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4  
  20252     20252     20252     20242     20242     20242     20242     2023  
Revenue ($ M)3 $ 30.6   $ 27.0   $ 23.5   $ 23.8   22.3   $ 33.2   $ 20.9   $ 26.4  
Net Loss ($ M)   (15.7 )   (15.1 )   (18.9 )   (12.6 )   (16.1 )   (4.0 )   (16.2 )   (10.1 )
Comprehensive Income (Loss) ($ M)   (14.2 )   (16.2 )   (21.1 )   (7.7 )   (17.8 )   (2.7 )   (12.9 )   (12.9 )
                                                 
Silver Produced (oz)   764,757     688,663     446,207     363,856     385,564     505,932     483,920     583,379  
Zinc Produced (lb)   79,938     1,472,805     6,732,052     6,292,634     8,362,501     8,868,263     7,984,886     8,299,319  
Lead Produced (lb)   2,345,180     1,905,450     3,824,826     3,370,212     4,118,739     4,393,575     3,951,698     4,457,094  
Copper Produced (lb)4   565,707     356,735     115,962     -     -     -     -     -  
Cost of Sales/Ag Eq Oz Produced ($/oz)1 $ 22.95   $ 27.99   $ 25.23   $ 21.85   $ 18.04   $ 16.45   $ 17.19   13.75  
Cash Costs/Ag Oz Produced ($/oz)1 $ 24.11   $ 26.64   $ 25.04   $ 20.68   $ 16.88   $ 12.42   $ 20.57   $ 14.24  
All-In Sustaining Costs/Ag Oz Produced ($/oz)1 $ 30.06   $ 32.89   $ 35.67   $ 40.38   $ 25.38   $ 19.58   $ 30.04   $ 21.05  
                                                 
Current Assets (qtr. end) ($ M) $ 65.3   $ 83.8   $ 29.8   $ 40.7   $ 26.8   $ 26.4   $ 22.9   $ 23.0  
Current Liabilities (qtr. end) ($ M)   71.8     73.4     57.6     69.4     63.3     65.2     51.9     61.2  
Working Capital (qtr. end) ($ M)   (6.5 )   10.4     (27.8 )   (28.7 )   (36.5 )   (38.8 )   (29.0 )   (38.2 )
                                                 
Total Assets (qtr. end) ($ M) $ 234.7   $ 244.3   $ 184.3   $ 192.6   $ 179.4   $ 180.3   $ 179.8   $ 180.5  
Total Liabilities (qtr. end) ($ M)   184.5     188.0     128.9     139.2     126.3     113.0     113.7     108.3  
Total Equity (qtr. end) ($ M)   50.2     56.3     55.4     53.4     53.1     67.3     66.1     72.2  

1 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

2 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

3 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024 and 2023.

4 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 Project pre-production from the Cosalá Operations.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Liquidity

The change in cash since December 31, 2024 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2024 $ 20.0  
Cash generated from operations   2.3  
Expenditures on property, plant and equipment   (28.8 )
Proceeds from disposal of assets   1.0  
Lease payments   (0.8 )
Credit facility   (0.5 )
Term loan facility   49.8  
Non-brokered private placements   18.5  
Proceeds from exercise of options and warrants   6.7  
Pre-payment facility   0.6  
Metals contract liabilities   (12.7 )
Increase in trade and other receivables   (3.5 )
Change in inventories   (2.9 )
Change in prepaid expenses   (1.0 )
Change in trade and other payables   (7.5 )
Change in foreign exchange rates   (2.1 )
Closing cash balance as at September 30, 2025 $ 39.1  

The Company’s cash and cash equivalents balance increased from $20.0 million to $39.1 million since December 31, 2024 with a lower working capital deficit of $6.5 million (December 31, 2024 working capital deficit of $28.7 million). This increase in cash was mainly due to proceeds from the term loan facility, non-brokered private placements, and exercise of options and warrants. These inflows were offset by expenditures on property, plant and equipment, and metals contract liabilities. Current liabilities as at September 30, 2025 were $71.8 million which is $2.4 million higher than at December 31, 2024, principally due to increased balance in metals contract liabilities offset by decreased balance in trade and other payables.

The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. Several material uncertainties cast substantial doubt upon the going concern assumption, including cash flow positive production at the Cosalá Operations and Galena Complex, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due. The Company's cash flow is dependent upon its ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels.

Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sale of non-core assets, private equity financing, sale of royalties on its properties, metal prepayment and streaming arrangements, and the issuance of equity. Several material uncertainties may impact the Company's liquidity in the short term, such as: the price of commodities, general inflationary pressures, cash flow positive production at both the Company's operating mines, the timing of the Galena shaft repair, and the expected increase in the Galena hoisting capacity. On September 30, 2025, the Company may not have sufficient liquidity on hand to fund its expected operations at the prevailing commodity prices for the next twelve months and may require further financing to meet its financial obligations and execute on its planned operations.

In past years, the Company was successful in raising funds through equity offerings (including bought deals and at-the-market offerings), debt arrangements, convertible debentures, prepayment arrangements, royalty sales, and non-core asset sales.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

During 2024, the Company amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $10.5 million during 2024 and fully drew the advance under the agreement during the period and closed an equity offering for gross proceeds of C$7.8 million in March 2024. In August 2024, the Company signed the $15 million Credit Agreement with Trafigura for the capital requirements of the EC120 Project with an initial draw of $10 million under the facility. In December 2024, the Company acquired the remaining 40% interest of the Galena Complex and closed non-brokered private placements for total gross proceeds of $6.9 million CAD for bridge financing purposes, and a concurrent financing through bought deal private placement for gross proceeds of C$50 million. A portion of these funds were used to reduce the Company's liabilities following the placement.

During 2025, the Company closed a term loan facility for funds of up to $100 million to provide additional debt funding to fund its mine optimizing capital, development, and infill drilling expenses at the Galena Complex and further restructure its existing debt. The Company has also successfully closed non-brokered private placements of approximately $19 million during YTD 2025 and believes it will be able to continue to raise additional financing as needed considering the current state of the precious metals capital market.

In the medium term, as the optimization of the No. 3 shaft is completed in Q1-2026 allowing for greater hoisting capacity of ore and waste, the EC120 Project reaches commercial production, and the new Galena Complex strategy is executed in 2026 in line with new plans currently being developed and executed, along with positive metal prices, the Company believes that cash flow will be sufficient to fund ongoing operations.

The Company's financial instruments consist of cash, trade receivables, restricted cash, trade and other payables, and other long-term liabilities. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. The Company is not exposed to significant interest or credit risk with exception to the 3 months U.S. SOFR rate applicable to the interest rate on certain financial instruments. The majority of the funds of the Company are held in accounts at major banks in the United States, Canada, and Mexico.

Disclosure of Recent Offering and Proceeds

The following table sets out the disclosure the Company previously made about how it would use available funds or proceeds from any financing in the past 12 months, an explanation of any variances, and the impact of the variances, if any, on the Company's ability to achieve its business objectives and milestones.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Offering and Proceeds Disclosed Use of Proceeds
US$1.9 million September 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
US$1.6 million June 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
US$11.5 million May 2025 non-brokered private placements of common shares For working capital requirements at the Galena Complex and for general working capital and administrative purposes
US$3.6 million March 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
US$4.0 million December 2024 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes

Bought deal private placement (December 2024)

– gross proceeds of C$50 million
C$13.9 million for payment of cash consideration, C$6.0 million for repayment of indebtedness, C$2.0 million for royalty payable, C$9.3 million for transaction expenses, C$18.9 million for working capital requirements at the Galena Complex and for general working capital and administrative purposes

Concurrent private placements (October and November 2024)

– gross proceeds of C$6.9 million
For general working capital and administrative purposes

Post-Employment Benefit Obligations

The Company's liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 17 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2024). Both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates; the Company intends to fund to the minimum levels required by applicable law. The Company's actuary currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $1.3 million per year for each of the next 5 years. Effects from market volatility and interest rates may impact long term annual funding commitments.

The Company evaluates the pension funding status on an annual basis in order to update all material information in its assessment, including updated mortality rates, investment performance, discount rates, contribution status among other information. The pension valuation was remeasured at the end of YTD-2025 and adjusted by approximately $0.3 million as a result of decrease in discount rate and unrealized gains on returns. The Company expects to continue to review the pension valuation quarterly.

Capital Resources

The Company's cash flow is dependent on delivery of its metal concentrates to market. The Company's contracts with the concentrate purchasers provide for provisional payments based on timing of concentrate deliveries. The Company has not had any problems collecting payments from concentrate purchasers in a reliable and timely manner and expects no such difficulties in the foreseeable future. However, cash flow is dependent on continued mine production which can be subject to interruption for various reasons including fluctuations in metal prices and concentrate shipment difficulties, and, in the case of Relief Canyon, the suspension of mining operations. Additionally, unforeseen cessation in the counterparty's capabilities could severely impact the Company's capital resources.

The Company made capital expenditures of $28.8 million during the nine months ended September 30, 2025 (2024: $13.6 million). Money was mostly spent on development work associated with the Galena Complex.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

The following table sets out the Company's contractual obligations as of September 30, 2025 (in thousands of U.S. dollars):

          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
Trade and other payables $ 30,718   $ 30,718   $ -   $ -   $ -  
Pre-payment facility   2,550     2,550     -     -     -  
Credit facility   9,400     7,200     2,200     -     -  
Interest on credit facility   578     553     25     -     -  
Term loan facility   53,191     1,596     15,691     35,904     -  
Interest and fees on term loan facility   20,037     5,527     9,780     4,730     -  
Royalty payable   3,062     3,062     -     -     -  
Metals contract liability   44,618     20,024     24,594     -     -  
Silver contract liability   28,566     6,368     19,815     2,383     -  
Price protection program premium   3,411     383     3,028     -     -  
Projected pension contributions   7,530     1,596     2,652     2,906     376  
Decommissioning provision   19,950     -     -     -     19,950  
Other long-term liabilities   2,180     -     1,368     182     630  
Total $   225,791   $ 79,577   79,153   $ 46,105   $ 20,956  

1 - Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details are available in Note 22 of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2025.

2 - Certain of these estimates are dependent on market conditions and assumed rates of return on assets. Therefore, the estimated obligation of the Company may vary over time.

Off-Balance Sheet Arrangements

As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

Transactions with Related Parties

The Company incurred corporate general and administrative expenses of $0.2 million for the nine months ended September 30, 2025 from PJH Consulting LLC ("PJH") where Paul Andre Huet is an owner. The corporate general and administrative expenses included in the consolidated statements of loss and comprehensive loss paid to PJH were recorded at the exchange amount representing the amount agreed to by the parties.

Risk Factors

The business of the Company is subject to a substantial number of risks and uncertainties. In addition to considering the information disclosed in the forward-looking statements, financial statements and the other publicly filed documentation regarding the Company available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company's website at www.americas-gold.com, the reader should carefully consider each of, and the cumulative effect of, the risk factors relating to the Company found under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2025 or the Company's MD&A for the year ended December 31, 2024 dated March 27, 2025. Any of these risk elements could have material adverse effects on the business of the Company. See Note 27 - Financial risk management of the Company's audited consolidated financial statements for the year ended December 31, 2024, and Note 22 - Financial risk management of the Company's unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2025 and 2024.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

The Company's condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, and 2024 contain going concern disclosure

The Company's condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, and 2024 contain disclosure related to several material uncertainties casting substantial doubt upon the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to raise additional capital, achieve sustainable revenues and profitable operations, and obtain the necessary financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability to carry out and implement planned business objectives and strategies will be significantly delayed, limited or may not occur. The Company's financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. There are no guarantees that access to equity and debt capital from public and private markets in Canada or the U.S. will be available to the Company.

Accounting Standards and Pronouncements

Accounting standards issued but not yet applied

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The following standards have been issued by the IASB:

- Amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted.

These standards are being assessed for their impact on the Company in the current or future reporting periods.

Financial Instruments

The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates and commodity prices.

A price protection program on future precious and base metals production and commitments was completed in relation to the Term Loan Facility. The Company recognized a $0.3 million gain from settled non-hedge contracts and a $2.6 million gain from unsettled non-hedge contracts during the nine-month period ended September 30, 2025. At September 30, 2025, the unsettled non-hedged contracts resulted in a net asset related to derivative instruments valued at $2.9 million.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As of September 30, 2025, there were 273,501,066 common shares and nil preferred shares issued and outstanding.

As of November 10, 2025, there were 273,629,603 common shares and nil preferred shares issued and outstanding, and 9,040,005 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 8,060,440. The increase in the common shares between September 30 and November 10 is primarily related to the exercise of the Company’s outstanding options and warrants.

Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR"), as defined under the U.S. Sarbanes-Oxley Act of 2002 adopted by the U.S. Securities and Exchange Commission, and those of the Canadian Securities Administrators.

The Company's DC&P are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way and that they provide the Company with assurance that the financial reporting is accurate.

ICFR means a process by or under the supervision of the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

As at September 30, 2025, the Company's CEO and CFO have certified that DC&P and ICFR are effective and that during the period ended September 30, 2025, the Company did not make any material changes in the ICFR that materially affected or are reasonably likely to materially affect the Company's ICFR.

The internal controls are not expected to prevent and detect all misstatements due to error or fraud.

Technical Information

The scientific and technical information relating to the operation of the Company's material operating mining properties contained herein has been reviewed and approved by Rick Streiff, Executive Vice President - Geology of the Company. Mr. Streiff is a "qualified person" for the purposes of NI 43-101.

The Company's current Annual Information Form and the NI 43-101 Technical Reports for its other material mineral properties, all of which are available on SEDAR+ at www.sedarplus.ca, 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.

Non-GAAP and Other Financial Measures

The Company has included certain non-GAAP financial and other measures to supplement the Company's consolidated financial statements, which are presented in accordance with IFRS, including the following:

• average realized silver, zinc and lead prices;

• cost of sales/Ag Eq oz produced;

• cash costs/Ag oz produced; • all-in sustaining costs/Ag oz produced;


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

• working capital;

• EBITDA, adjusted EBITDA, and adjusted earnings; and

• silver equivalent production (Ag Eq).

Management uses these measures, together with measures determined in accordance with IFRS, internally to better assess performance trends and understands that a number of investors, and others who follow the Company's performance, also assess performance in this manner. These non-GAAP and other financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-GAAP and other financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may differ from methods used by other companies with similar descriptions.  Management's determination of the components of non-GAAP financial measures and other financial measures are evaluated on a periodic basis influenced by new items and transactions; a review of investor uses and new regulations as applicable. Any changes to the measures are duly noted and retrospectively applied as applicable. Subtotals and per unit measures may not calculate based on amounts presented in the following tables due to rounding.

Average Realized Silver, Zinc and Lead Prices

The Company uses the financial measures "average realized silver price", "average realized zinc price" and "average realized lead price" because it understands that in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's performance vis-à-vis average market prices of metals for the period. The presentation of average realized metal prices is not meant to be a substitute for the revenue information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measure.

Average realized metal prices represent the sale price of the underlying metal excluding unrealized mark-to-market gains and losses on provisional pricing and concentrate treatment and refining charges. Average realized silver, zinc and lead prices are calculated as the revenue related to each of the metals sold, e.g. revenue from sales of silver divided by the quantity of ounces sold.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Reconciliation of Average Realized Silver, Zinc and Lead Prices1                        
    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Gross silver sales revenue ('000) $ 17,212   $ 13,630   $ 45,950   $ 49,011  
Payable metals and fixed pricing adjustments ('000)   22     (32 )   (4 )   (5 )
Payable silver sales revenue ('000) $ 17,234   $ 13,598   $ 45,946   $ 49,006  
Divided by silver sold (oz)   427,054     457,749     1,290,355     1,789,721  
Average realized silver price ($/oz) $ 40.36   $ 29.71   $ 35.61   $ 27.38  

    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Gross zinc sales revenue ('000) $ 108   $ 9,509   $ 11,883   $ 29,431  
Payable metals and fixed pricing adjustments ('000)   -     -     (26 )   31  
Payable zinc sales revenue ('000) $ 108   $ 9,509   $ 11,857   $ 29,462  
Divided by zinc sold (lb)   86,512     7,501,439     9,474,630     23,955,316  
Average realized zinc price ($/lb) $ 1.25   $ 1.27   $ 1.25   $ 1.23  

    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Gross lead sales revenue ('000) $ 2,048   $ 4,482   $ 7,312   $ 14,274  
Payable metals and fixed pricing adjustments ('000)   1     -     -     (11 )
Payable lead sales revenue ('000) $ 2,049   $ 4,482   $ 7,312   $ 14,263  
Divided by lead sold (lb)   2,271,462     4,797,611     8,135,922     14,946,421  
Average realized lead price ($/lb) $ 0.90   $ 0.93   $ 0.90   $ 0.95  

1 Excludes EC120 Project pre-production silver ounces sold from the Cosalá Operations.

Cost of Sales/Ag Eq Oz Produced

The Company uses the financial measure "Cost of Sales/Ag Eq Oz Produced" because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's underlying cost of operations. Silver equivalent production is based on all metals production at average realized silver, zinc, lead, and copper prices during each respective period, except as otherwise noted.

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced                        
    Q3-20251     Q3-20241,2     YTD-20251     YTD-20241,2  
Cost of sales ('000) $ 20,138   $ 20,265   $ 64,756   $ 62,865  
Less non-controlling interests portion ('000)   -     (4,336 )   -     (11,984 )
Attributable cost of sales ('000)   20,138     15,929     64,756     50,881  
Divided by silver equivalent produced (oz)   877,454     883,049     2,553,992     2,962,099  
Cost of sales/Ag Eq oz produced ($/oz) $ 22.95   $ 18.04   $ 25.35   $ 17.18  


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced                        
    Q3-20251     Q3-20241,2     YTD-20251     YTD-20241,2  
Cost of sales ('000) $ 8,190   $ 9,426   $ 30,781   $ 32,905  
Divided by silver equivalent produced (oz)   385,052     639,770     1,219,286     2,087,580  
Cost of sales/Ag Eq oz produced ($/oz) $ 21.27   $ 14.73   $ 25.25   $ 15.76  

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced                        
    Q3-2025     Q3-20242     YTD-2025     YTD-20242  
Cost of sales ('000) $ 11,948   $ 10,839   $ 33,975   $ 29,960  
Divided by silver equivalent produced (oz)   492,402     405,465     1,334,706     1,457,531  
Cost of sales/Ag Eq oz produced ($/oz) $ 24.26   $ 26.73   $ 25.46   $ 20.56  

1 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

2 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.

Cash Costs and Cash Costs/Ag Oz Produced

The Company uses the financial measures "Cash Costs" and "Cash Costs/Ag Oz Produced" in accordance with measures widely reported in the silver mining industry as a benchmark for performance measurement and because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's underlying cash costs of operations.

Cash costs are determined on a mine-by-mine basis and include mine site operating costs such as: mining, processing, administration, production taxes and royalties which are not based on sales or taxable income calculations. Changes in inventory and other indirect mining costs consist of: non-cash related charges to cost of sales including inventory movements, write-downs to net realizable value of concentrates, ore stockpiles, and spare parts and supplies.

Reconciliation of Consolidated Cash Costs/Ag Oz Produced                        
    Q3-20251     Q3-20241     YTD-20251     YTD-20241  
Cost of sales ('000) $ 20,138   $ 20,265   $ 64,756   $ 62,865  
Less non-controlling interests portion ('000)   -     (4,336 )   -     (11,984 )
Attributable cost of sales ('000)   20,138     15,929     64,756     50,881  
Smelting, refining and royalty expenses in cost of sales ('000)   (373 )   (1,210 )   (1,945 )   (3,978 )
Changes in inventory and other indirect mining costs ('000)   1,610     1,077     (787 )   742  
Direct mining costs ('000) $ 21,375   $ 15,796   $ 62,024   $ 47,645  
Smelting, refining and royalty expenses ('000)   1,484     3,141     5,878     11,900  
Less by-product credits ('000)   (4,417 )   (12,428 )   (19,941 )   (36,796 )
Cash costs ('000) $ 18,442   $ 6,509   $ 47,961   $ 22,749  
Divided by silver produced (oz)   764,757     385,564     1,899,627     1,375,416  
Cash costs/Ag oz produced ($/oz) $ 24.11   $ 16.88   $ 25.25   $ 16.54  


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced                        
    Q3-20251     Q3-20241     YTD-20251     YTD-20241  
Cost of sales ('000) $ 8,190   $ 9,426   $ 30,781   $ 32,905  
Smelting, refining and royalty expenses in cost of sales ('000)   (155 )   (1,062 )   (1,324 )   (3,557 )
Changes in inventory and other indirect mining costs ('000)   1,199     1,203     (723 )   698  
Direct mining costs ('000) $ 9,234   $ 9,567   $ 28,734   $ 30,046  
Smelting, refining and royalty expenses ('000)   998     2,911     4,372     10,333  
Less by-product credits ('000)   (2,470 )   (11,113 )   (14,790 )   (32,811 )
Cash costs ('000) $ 7,762   $ 1,365   $ 18,316   $ 7,568  
Divided by silver produced (oz)   325,177     191,739     726,323     658,729  
Cash costs/Ag oz produced ($/oz) $ 23.87   $ 7.12   $ 25.22   $ 11.49  

Reconciliation of Galena Complex Cash Costs/Ag Oz Produced                        
    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Cost of sales ('000) $ 11,948   $ 10,839   $ 33,975   $ 29,960  
Smelting, refining and royalty expenses in cost of sales ('000)   (218 )   (246 )   (621 )   (701 )
Changes in inventory and other indirect mining costs ('000)   411     (212 )    (64 )   72  
Direct mining costs ('000) $ 12,141   $ 10,381   $ 33,290   $ 29,331  
Smelting, refining and royalty expenses ('000)   486     383     1,506     2,611  
Less by-product credits ('000)   (1,947 )   (2,192 )   (5,151 )   (6,642 )
Cash costs ('000) $ 10,680   $ 8,572   $ 29,645   $ 25,300  
Divided by silver produced (oz)   439,580     323,043     1,173,304     1,194,479  
Cash costs/Ag oz produced ($/oz) $ 24.30   $ 26.54   $ 25.27   $ 21.18  

1 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

All-In Sustaining Costs and All-In Sustaining Costs/Ag Oz Produced

The Company uses the financial measures "All-In Sustaining Costs" and "All-In Sustaining Costs/Ag Oz Produced" in accordance with measures widely reported in the silver mining industry as a benchmark for performance measurement and because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's total costs of producing silver from operations.

All-in sustaining costs is cash costs plus all sustaining development, capital expenditures, and exploration spending, excluding costs not related to current operations.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced                        
    Q3-20251     Q3-20241     YTD-20251     YTD-20241  
Cash costs ('000) $ 18,442   $ 6,508   $ 47,961   $ 22,748  
Capital expenditures ('000)2   2,867     2,693     9,769     9,625  
Exploration costs ('000)   1,676     586     3,819     1,858  
All-in sustaining costs ('000) $ 22,985   $ 9,787   $ 61,549   $ 34,231  
Divided by silver produced (oz)   764,757     385,564     1,899,627     1,375,416  
All-in sustaining costs/Ag oz produced ($/oz) $ 30.06   $ 25.38   $ 32.40   $ 24.89  

Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced                        
    Q3-20251     Q3-20241     YTD-20251     YTD-20241  
Cash costs ('000) $ 7,762   $ 1,365   $ 18,316   $ 7,568  
Capital expenditures ('000)2   499     654     1,143     3,503  
Exploration costs ('000)   962     113     2,203     486  
All-in sustaining costs ('000) $ 9,223   $ 2,132   $ 21,662   $ 11,557  
Divided by silver produced (oz)   325,177     191,739     726,323     658,729  
All-in sustaining costs/Ag oz produced ($/oz) $ 28.36   $ 11.12   $ 29.82   $ 17.54  

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced                        
    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Cash costs ('000) $ 10,680   $ 8,572   $ 29,645   $ 25,300  
Capital expenditures ('000)2   2,368     3,399     8,626     10,204  
Exploration costs ('000)   714     788     1,616     2,286  
All-in sustaining costs ('000) $ 13,762   $ 12,759   $ 39,887   $ 37,790  
Divided by silver produced (oz)   439,580     323,043     1,173,304     1,194,479  
All-in sustaining costs/Ag oz produced ($/oz) $ 31.31   $ 39.50   $ 34.00   $ 31.64  

1 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent production, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 Project pre-production from the Cosalá Operations.

2 For fiscal 2025, capital expenditures exclude growth capital from the Galena Complex and Cosalá Operations, including capital spend on the EC120 Project.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Working Capital

The Company uses the financial measure "working capital" because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's liquidity, operational efficiency, and short-term financial health.

Working capital is the excess of current assets over current liabilities.

Reconciliation of Working Capital            
    Q3-2025     Q3-2024  
Current Assets ('000) $ 65,326   $ 26,789  
Less current liabilities ('000)   (71,826 )   (63,258 )
Working capital ('000) $ (6,500 ) $ (36,469 )

EBITDA, Adjusted EBITDA, and Adjusted Earnings

The Company uses the financial measures "EBITDA", "adjusted EBITDA" and "adjusted earnings" as indicators of the Company's ability to generate operating cash flows to fund working capital needs, service debt obligations, and fund exploration and evaluation, and capital expenditures. These financial measures exclude the impact of certain items and therefore is not necessarily indicative of operating profit or cash flows from operating activities as determined under IFRS. Other companies may calculate these financial measures differently.

EBITDA is net income (loss) under IFRS before depletion and amortization, interest and financing expense, and income taxes. Adjusted EBITDA further excludes other non-cash items such as accretion expenses, impairment charges, and other fair value gains and losses.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2025

Reconciliation of EBITDA and Adjusted EBITDA                        
    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Net loss ('000) $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
Depletion and amortization ('000)   3,704     5,914     15,710     18,618  
Interest and financing expense ('000)   1,710     4,419     3,565     8,030  
Income tax recovery ('000)   702     198     795     469  
EBITDA ('000) $ (9,592 ) $ (5,628 ) $ (29,659 ) $ (9,202 )
Accretion on decommissioning provision ('000)   157     157     471     469  
Foreign exchange loss (gain) ('000)   1,877     (1,173 )   (1,107 )   (161 )
Gain on disposal of assets ('000)   (1 )   -     (967 )   -  
Loss on metals contract liabilities ('000)   12,316     5,330     26,889     10,044  
Other loss (gain) on derivatives ('000)   (2,916 )   (178 )   (3,625 )   566  
Fair value loss on royalty payable ('000)   19     216     300     729  
Adjusted EBITDA ('000) $ 1,860   $ (1,276 ) $ (7,698 ) $ 2,445  

Adjusted earnings is net income (loss) under IFRS excluding other non-cash items such as accretion expenses, impairment charges, and other fair value gains and losses.

Reconciliation of Adjusted Earnings                        
    Q3-2025     Q3-2024     YTD-2025     YTD-2024  
Net loss ('000) $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
Accretion on decommissioning provision ('000)   157     157     471     469  
Foreign exchange loss (gain) ('000)   1,877     (1,173 )   (1,107 )   (161 )
Gain on disposal of assets ('000)   (1 )   -     (967 )   -  
Loss on metals contract liabilities ('000)   12,316     5,330     26,889     10,044  
Other loss (gain) on derivatives ('000)   (2,916 )   (178 )   (3,625 )   566  
Fair value loss on royalty payable ('000)   19     216     300     729  
Adjusted earnings ('000) $ (4,256 ) $ (11,807 ) $ (27,768 ) $ (24,672 )

Supplementary Financial Measures

The Company references certain supplementary financial measures that are not defined terms under IFRS to assess performance because it believes they provide useful supplemental information to investors.

Silver Equivalent Production

References to silver equivalent production are based on all metals production at average realized silver, zinc, lead, and copper prices during each respective period, except as otherwise noted.


EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Americas Gold and Silver Corporation: Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Joseph Andre Paul Huet, Chief Executive Officer of Americas Gold and Silver Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Americas Gold and Silver Corporation (the "issuer") for the interim period ended September 30, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations framework.


5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special  purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 10, 2025

ss/ Joseph Andre Paul Huet

Joseph Andre Paul Huet

President & Chief Executive Officer


EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Americas Gold and Silver Corporation: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Warren Varga, Chief Financial Officer of Americas Gold and Silver Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Americas Gold and Silver Corporation (the "issuer") for the interim period ended September 30, 2025.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations framework.


5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special  purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 10, 2025

ss/Warren Varga_

Warren Varga

Chief Financial Officer