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6-K 1 usas_6k.htm FORM 6-K usas_6k.htm

 

  

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 May 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, Ontario, Canada

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

Form 40-F

 

 






 

SIGNATURE

 

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

 

 

Date: May 9, 2025

/s/ Peter McRae

 

 

Peter McRae

 

 

Chief Legal Officer and Senior Vice President Corporate Affairs

 

 

 

2

 

 

INDEX TO EXHIBITS

 

99.1

Interim Financial Statements

99.2

Interim Management Discussion and Analysis

99.3

Certification of Interim Filings - CEO

99.4

Certification of Interim Filings - CFO

 

 

3

 

EX-99.1 2 usas_ex991.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS usas_ex991.htm

 EXHIBIT 99.1

 

 

AMERICAS GOLD AND SILVER CORPORATION

 

Condensed Interim Consolidated Financial Statements

 

For the three months ended March 31, 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)

 

 

 

 March 31,

 

 

 December 31,

 

As at

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 8,751

 

 

$ 20,002

 

Trade and other receivables (Note 5)

 

 

10,289

 

 

 

7,132

 

Inventories (Note 6)

 

 

8,303

 

 

 

10,704

 

Prepaid expenses

 

 

2,483

 

 

 

2,876

 

 

 

 

29,826

 

 

 

40,714

 

Non-current assets

 

 

 

 

 

 

 

 

Restricted cash

 

 

4,569

 

 

 

4,527

 

Property, plant and equipment (Note 7)

 

 

149,892

 

 

 

147,399

 

Total assets

 

$

184,287

 

 

$ 192,640

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

 

$

31,560

 

 

$ 37,333

 

Metals contract liability (Note 8)

 

 

16,282

 

 

 

13,707

 

Silver contract liability (Note 9)

 

 

513

 

 

 

-

 

Derivative instruments (Note 10)

 

 

-

 

 

 

709

 

Convertible debenture (Note 10)

 

 

-

 

 

 

10,849

 

Pre-payment facility (Note 11)

 

 

2,500

 

 

 

2,000

 

Credit facility (Note 12)

 

 

3,875

 

 

 

2,050

 

Royalty payable (Note 13)

 

 

2,887

 

 

 

2,762

 

 

 

 

57,617

 

 

 

69,410

 

Non-current liabilities

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

1,543

 

 

 

1,658

 

Metals contract liability (Note 8)

 

 

27,982

 

 

 

27,161

 

Silver contract liability (Note 9)

 

 

19,579

 

 

 

18,193

 

Credit facility (Note 12)

 

 

5,704

 

 

 

7,440

 

Post-employment benefit obligations

 

 

4,497

 

 

 

3,892

 

Decommissioning provision

 

 

11,946

 

 

 

11,389

 

Deferred tax liabilities (Note 20)

 

 

-

 

 

 

48

 

Total liabilities

 

$

128,868

 

 

$ 139,191

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital (Note 14)

 

 

594,051

 

 

 

573,532

 

Equity reserve

 

 

59,070

 

 

 

56,521

 

Foreign currency translation reserve

 

 

12,903

 

 

 

14,426

 

Deficit

 

 

(610,605

)

 

 

(591,030 )

Total equity

 

$

55,419

 

 

$ 53,449

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

184,287

 

 

$ 192,640

 

 

Going concern (Note 2), Contingencies (Note 23)

 

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

 

 
Page | 1

 

 

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

 

 

 

March 31,

 

 

March 31,

 

 

 

2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

Revenue (Note 17)

 

$ 23,547

 

 

$ 20,852

 

 

 

 

 

 

 

 

 

 

Cost of sales (Note 18)

 

 

(21,139 )

 

 

(21,038 )

Depletion and amortization (Note 7)

 

 

(5,509 )

 

 

(5,524 )

Care and maintenance costs

 

 

 (135

)

 

 

(1,438 )

Corporate general and administrative (Note 19)

 

 

(6,497 )

 

 

(1,657 )

Exploration costs

 

 

(1,280 )

 

 

(1,016 )

Accretion on decommissioning provision

 

 

(160 )

 

 

(153 )

Interest and financing expense

 

 

(474 )

 

 

(689 )

Foreign exchange gain (loss)

 

 

175

 

 

 

(1,136 )

Gain on disposal of assets

 

 

966

 

 

 

-

 

Loss on metals contract liabilities (Note 8 and 9)

 

 

(9,024 )

 

 

(3,046 )

Other gain (loss) on derivatives (Note 10)

 

 

709

 

 

 

(1,071 )

Fair value loss on royalty payable (Note 13)

 

 

(125 )

 

 

(256 )

Loss before income taxes

 

 

(18,946

)

 

 

(16,172 )

Income tax recovery (Note 20)

 

 

28

 

 

 

15

 

Net loss

 

$ (18,918 )

 

$ (16,157 )

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

Shareholders of the Company

 

$

(18,918

)

 

$ (14,456 )

Non-controlling interests (Note 16)

 

 

-

 

 

 

(1,701 )

Net loss

 

$

(18,918

)

 

$ (16,157 )

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

Items that will not be reclassified to net loss

 

 

 

 

 

 

 

 

Remeasurement of post-employment benefit obligations

 

 

(657 )

 

$ 1,756

 

Items that may be reclassified subsequently to net loss

 

 

 

 

 

 

 

 

Foreign currency translation reserve

 

 

(1,523 )

 

 

1,492

 

Other comprehensive income (loss)

 

 

(2,180 )

 

 

3,248

 

Comprehensive loss

 

$

(21,098

)

 

$ (12,909 )

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

Shareholders of the Company

 

$

(21,098

)

 

$ (11,910 )

Non-controlling interests (Note 16)

 

 

-

 

 

 

(999 )

Comprehensive loss

 

$

(21,098

)

 

$ (12,909 )

 

 

 

 

 

 

 

 

 

Loss per share attributable to shareholders of the Company

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.03 )

 

 

(0.07 )

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (Note 15)

 

 

619,978,185

 

 

 

221,915,654

 

 

(1)   Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 18).

 

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

 

 
Page | 2

 

 

Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

 

 

 

 

 

 

 

 

 

 Foreign

 

 

 

 

 Attributable  to

 

 

 

 

 

 

 

 Share capital

 

 

 

 

 currency

 

 

 

 

 shareholders

 

 

 Non-

 

 

 

 

 

 Common 

 

 

 Equity

 

 

 translation

 

 

 

 

of the

 

 

 controlling

 

 

 Total

 

 

 

 Shares

 

 

 Amount

 

 

 reserve

 

 

  reserve

 

 

 Deficit

 

 

 Company

 

 

 interests

 

 

 equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2025

 

 

594,450

 

 

$ 573,532

 

 

$ 56,521

 

 

$ 14,426

 

 

$ (591,030 )

 

$ 53,449

 

 

$ -

 

 

$ 53,449

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(18,918 )

 

 

(18,918 )

 

 

-

 

 

 

(18,918 )

Other comprehensive loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,523 )

 

 

(657 )

 

 

(2,180 )

 

 

-

 

 

 

(2,180 )

Non-brokered private placements

 

 

7,175

 

 

 

2,996

 

 

 

571

 

 

 

-

 

 

 

-

 

 

 

3,567

 

 

 

-

 

 

 

3,567

 

Common shares issued

 

 

2,906

 

 

 

1,378

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,378

 

 

 

-

 

 

 

1,378

 

Conversion of convertible debenture

 

 

32,308

 

 

 

11,526

 

 

 

(484 )

 

 

-

 

 

 

-

 

 

 

11,042

 

 

 

-

 

 

 

11,042

 

Share-based payments

 

 

-

 

 

 

-

 

 

 

3,396

 

 

 

-

 

 

 

-

 

 

 

3,396

 

 

 

-

 

 

 

3,396

 

Exercise of options, warrants, and deferred share units

 

 

12,254

 

 

 

4,619

 

 

 

(934 )

 

 

-

 

 

 

-

 

 

 

3,685

 

 

 

-

 

 

 

3,685

 

Balance at March 31, 2025

 

 

649,093

 

 

$ 594,051

 

 

$ 59,070

 

 

$ 12,903

 

 

$ (610,605 )

 

$ 55,419

 

 

$ -

 

 

$ 55,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2024

 

 

218,690

 

 

$ 455,548

 

 

$ 52,936

 

 

$ 8,325

 

 

$ (463,391 )

 

$ 53,418

 

 

$ 18,782

 

 

$ 72,200

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,456 )

 

 

(14,456 )

 

 

(1,701 )

 

 

(16,157 )

Other comprehensive income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,492

 

 

 

1,054

 

 

 

2,546

 

 

 

702

 

 

 

3,248

 

Contribution from non-controlling interests

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

722

 

 

 

722

 

Equity offering

 

 

26,150

 

 

 

3,212

 

 

 

1,878

 

 

 

-

 

 

 

-

 

 

 

5,090

 

 

 

-

 

 

 

5,090

 

Non-brokered private placements

 

 

422

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

100

 

 

 

-

 

 

 

100

 

Retraction of convertible debenture

 

 

2,635

 

 

 

684

 

 

 

(21 )

 

 

-

 

 

 

-

 

 

 

663

 

 

 

-

 

 

 

663

 

Share-based payments

 

 

-

 

 

 

-

 

 

 

222

 

 

 

-

 

 

 

-

 

 

 

222

 

 

 

-

 

 

 

222

 

Balance at March 31, 2024

 

 

247,897

 

 

$ 459,544

 

 

$ 55,015

 

 

$ 9,817

 

 

$ (476,793 )

 

$ 47,583

 

 

$ 18,505

 

 

$ 66,088

 

 

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

 

 
Page | 3

 

 

Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows

For the three-month periods ended March 31, 2025 and 2024

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

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

 2024

 

Cash flow generated from (used in)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net loss for the period

 

$

(18,918

)

 

$ (16,157 )

Adjustments for the following items:

 

 

 

 

 

 

 

 

Depletion and amortization

 

 

5,509

 

 

 

5,524

 

Income tax recovery

 

 

(28 )

 

 

(15 )

Accretion and decommissioning costs

 

 

160

 

 

 

153

 

Share-based payments

 

 

3,396

 

 

 

222

 

Provision on other long-term liabilities

 

 

17

 

 

 

27

 

Interest and financing expense (income)

 

 

150

 

 

 

(120 )

Net charges on post-employment benefit obligations

 

 

(52 )

 

 

159

 

Inventory write-downs

 

 

727

 

 

 

818

 

Gain on disposal of assets

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities

 

 

9,024

 

 

 

3,046

 

Other loss (gain) on derivatives

 

 

(709 )

 

 

1,071

 

Fair value loss on royalty payable

 

 

125

 

 

 

256

 

Changes in non-cash working capital items:

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

  (3,157

)

 

 

1,321

 

Inventories

 

 

1,674

 

 

 

(553 )

Prepaid expenses

 

 

393

 

 

 

419

 

Trade and other payables

 

 

(4,376

)

 

 

4,000

 

Net cash generated from (used in) operating activities

 

 

(7,031 )

 

 

171

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Expenditures on property, plant and equipment

 

 

(7,558 )

 

 

(4,813 )

Proceeds from disposal of assets

 

 

997

 

 

 

-

 

Net cash used in investing activities

 

 

(6,561 )

 

 

(4,813 )

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Pre-payment facility

 

 

500

 

 

 

250

 

Lease payments

 

 

(160 )

 

 

(169 )

Equity offering, net

 

 

-

 

 

 

5,090

 

Non-brokered private placements

 

 

3,567

 

 

 

100

 

Metals contract liability, net

 

 

(3,719 )

 

 

36

 

Royalty agreement, net

 

 

-

 

 

 

(628 )

Proceeds from exercise of options and warrants

 

 

3,685

 

 

 

-

 

Contribution from non-controlling interests

 

 

-

 

 

 

722

 

Net cash generated from financing activities

 

 

3,873

 

 

 

5,401

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

 

(1,532 )

 

 

1,084

 

Increase in cash and cash equivalents

 

 

(11,251 )

 

 

1,843

 

Cash and cash equivalents, beginning of period

 

 

20,002

 

 

 

2,061

 

Cash and cash equivalents, end of period

 

$ 8,751

 

 

$ 3,904

 

 

 

 

 

 

 

 

 

 

Interest paid during the period

 

$ 545

 

 

$ 818

 

 

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

 

 
Page | 4

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 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 the Americas. 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 condensed interim consolidated financial statements of the Company for the three months ended March 31, 2025 were approved and authorized for issue by the Board of Directors of the Company on May 9, 2025.

 

2. Basis of presentation and going concern

 

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Handbook of Chartered Professional Accountants of Canada applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements 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 consolidated financial statements as at and for the year ended December 31, 2024. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2024, and further updated in Note 3 of these financial statements, and have been consistently applied in the preparation of these condensed interim consolidated financial statements.

 

These unaudited condensed interim consolidated 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 $27.8 million, including cash and cash equivalents of $8.8 million as at March 31, 2025. During the three-month period ended March 31, 2025, the Company reported a net loss of $18.9 million, including loss on metals contract liabilities of $9.0 million. At March 31, 2025, the Company does not have sufficient liquidity on hand to fund its operations for the next twelve months and will 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 14). 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 16,650,000 of the Company’s common shares priced at approximately $0.42 CAD per share for bridge financing purposes. 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 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 unaudited condensed interim consolidated 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.

 

 
Page | 5

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

These unaudited condensed interim consolidated 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.

 

3. Changes in accounting policies and recent accounting pronouncements

 

Effective January 1, 2025, the Company amended the application of its accounting policy for 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 (see Note 14).

 

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 with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026.

 

-

IFRS 18 – Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027.

 

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 condensed interim consolidated 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 condensed interim consolidated 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

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Trade receivables

 

$ 5,720

 

 

$ 3,572

 

Value added taxes receivable

 

 

423

 

 

 

-

 

Other receivables

 

 

4,146

 

 

 

3,560

 

 

 

$

10,289

 

 

$ 7,132

 

 

6. Inventories

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Concentrates

 

$ 1,565

 

 

$ 2,971

 

Ore stockpiles

 

 

651

 

 

 

1,767

 

Spare parts and supplies

 

 

6,087

 

 

 

5,966

 

 

 

$ 8,303

 

 

$ 10,704

 

 

The amount of inventories recognized in cost of sales was $21.1 million during the three-month period ended March 31, 2025 (2024: $21.0 million), including concentrates, ore stockpiles write-down to net realizable value of $0.7 million (2024: $0.8 million).

 

 
Page | 6

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

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

 

 

4,379

 

 

 

-

 

 

 

3,227

 

 

 

-

 

 

 

29

 

 

 

7,635

 

Asset disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(31 )

 

 

-

 

 

 

(31 )

Change in decommissioning provision

 

 

398

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

398

 

Balance at March 31, 2025

 

$ 244,402

 

 

$ 12,469

 

 

$ 136,249

 

 

$ 12,443

 

 

$ 266

 

 

$ 405,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciationand 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

 

 

(3,141 )

 

 

-

 

 

 

(2,008 )

 

 

(355 )

 

 

(5 )

 

 

(5,509 )

Balance at March 31, 2025

 

$ (149,787 )

 

$ -

 

 

$ (96,063 )

 

$ (9,856 )

 

$ (231 )

 

$ (255,937 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at December 31, 2024

 

$ 92,979

 

 

$ 12,469

 

 

$ 38,967

 

 

$ 2,973

 

 

$ 11

 

 

$ 147,399

 

at March 31, 2025

 

$ 94,615

 

 

$ 12,469

 

 

$ 40,186

 

 

$ 2,587

 

 

$ 35

 

 

$ 149,892

 

 

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 three-month period ended March 31, 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 $16.1 million, $6.4 million, and $0.9 million, respectively, as at March 31, 2025 (December 31, 2024: $16.0 million, $7.0 million, and $1.2 million, respectively).

 

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at March 31, 2025, the carrying amount of this property was $12.5 million included in non-producing properties.

 

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”). 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.

 

On March 21, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $3.25 million per calendar quarter or up to $6.5 million in aggregate during the first half of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 6-month period from November 2026 to April 2027. The first and second calendar quarter advances of $3.25 million per quarter were drawn in full in March and June 2024, respectively.

 

 
Page | 7

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

On September 24, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by approximately $4.0 million in aggregate during the third quarter of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advance is to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 3-month period from May to July 2027. The advance of approximately $4.0 million was drawn in full in September 2024.

 

On December 19, 2024, the Company amended its Purchase Agreement with Sandstorm to deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. For each calendar quarter during the 36-month period ending 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:

 

 

 

Three-month

 

 

Year

 

 

 

period ended

 

 

ended

 

 

 

March 31,

 

 

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

 

 

(3,719 )

 

 

(18,564 )

Revaluation of metals contract liability

 

 

7,115

 

 

 

10,083

 

Net metals contract liability, end of period

 

$ 44,264

 

 

$ 40,868

 

 

 

 

 

 

 

 

 

 

Current portion

 

$ 16,282

 

 

$ 13,707

 

Non-current portion

 

 

27,982

 

 

 

27,161

 

 

 

$ 44,264

 

 

$ 40,868

 

 

9. Silver metals delivery agreement

 

On December 19, 2024, 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 a period of 36 months starting in January 2026 (the “Silver Agreement”). The Company recognized the fixed deliveries of precious metals as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries to Mr. Eric Sprott 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. 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 16) will be used to offset the metals contract liability commencing with the initial monthly delivery starting in January 2026. A $1.9 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the three-month period ended March 31, 2025 (2024: nil).

 

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 Convertible Debenture was: redeemable at the Company’s option to prepay the principal amount subject to payment of a redemption premium of 30% during the first year, 20% during the second year, and 10% during the third year prior to maturity (the “Redemption Option”); retractable at the holder’s option at a cumulative $0.3 million CAD per month starting in the second month from inception where the Company may settle the retraction amount through either cash or issuance of the Company’s common shares determined by dividing 95% of the 20 day volume weighted average price of the Company’s common shares (the “Retraction Option”); and convertible at the holder’s option into the Company’s common shares at a conversion price of $3.35 CAD (the “Conversion Option”).

 

 
Page | 8

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

The Company has since amended the Convertible Debenture multiple times resultantly 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 $0.52 CAD.

 

The Convertible Debenture was fully converted by the holders as of January 31, 2025 at the conversion price of $0.52 CAD resulting in the issuance of 32,307,692 of the Company’s common shares.

 

The Company recognized a gain of $0.7 million for the three-month period ended March 31, 2025 (2024: loss of $1.1 million) as a result of the change in the estimated fair value of the 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 or paid in cash and can be redrawn on a revolving basis. The Facility shall automatically extend for a full calendar year if there is an outstanding payment balance within 12 months of the maturity of the Facility. The Facility was drawn in full in February 2025.

 

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 with the Company’s existing Convertible Debenture holders agreeing to subordinate existing security. 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 will be amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period once the Credit Facility is drawn in full. 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. 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 as at December 31, 2023 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 $0.1 million for the three-month period ended March 31, 2025 (2024: $0.3 million) as a result of the change in the estimated fair value of the Royalty Agreement.

 

 
Page | 9

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

14. Share capital

 

On March 27, 2024, the Company completed an equity offering of 26,000,000 units at a price of $0.30 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 $0.40 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 150,000 common shares and 1,510,020 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 $0.30 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 170,000,000 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 $0.40 CAD per subscription receipt resulting from total issuance of 125,000,000 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 28,112,615 of the Company’s common shares priced at approximately $0.47 CAD per share.

 

During the three-month period ended March 31, 2025, the Company closed non-brokered private placements for total gross proceeds of $3.6 million through total issuance of 7,174,558 of the Company’s common shares priced at approximately $0.71 CAD per share. As part of the non-brokered private placements, 2,610,000 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 $1.00 CAD for a period of three years starting March 31, 2025.

 

During the three-month period ended March 31, 2025, the Company settled $1.4 million of transaction-related payables through issuance of 2,906,504 of the Company’s common shares.

 

a. Authorized

 

Authorized share capital consists of an unlimited number of common and preferred shares.

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Issued

 

 

 

 

 

 

649,092,939 (2024:594,450,243) common shares

 

$ 594,051

 

 

$ 573,532

 

Nil (2024: Nil) preferred shares

 

 

-

 

 

 

-

 

 

 

$ 594,051

 

 

$ 573,532

 

 

Each non-voting preferred share is convertible, at the holder’s option, without payment of any additional consideration by the holder thereof, initially on a one-to-one basis into common shares, subject to adjustment, and in accordance with the terms of the non-voting preferred shares.

 

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.

 

 
Page | 10

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

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

 

 

 

 

 

Three-month

 

 

 

 

Year

 

 

 

 

 

period ended

 

 

 

 

ended

 

 

 

 

 

March 31,

 

 

 

 

December 31,

 

 

 

 

 

2025

 

 

 

 

2024

 

 

 

 

 

Weighted

 

 

 

 

Weighted

 

 

 

 

 

average

 

 

 

 

average

 

 

 

 

 

exercise

 

 

 

 

exercise

 

 

 

Number

 

 

price

 

 

Number

 

 

price

 

 

 

(thousands)

 

 

CAD

 

 

(thousands)

 

 

CAD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

20,110

 

 

$ 0.67

 

 

 

17,370

 

 

$ 1.30

 

Granted

 

 

9,550

 

 

 

0.55

 

 

 

9,050

 

 

 

0.53

 

Exercised

 

 

(308 )

 

 

0.34

 

 

 

-

 

 

 

-

 

Expired

 

 

(3,760 )

 

 

1.07

 

 

 

(6,310 )

 

 

2.22

 

Balance, end of period

 

 

25,592

 

 

$ 0.57

 

 

 

20,110

 

 

$ 0.67

 

 

The following table summarizes information on stock options outstanding and exercisable as at March 31, 2025:

 

 

 

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 $0.50

 

 

1.73

 

 

 

3,933

 

 

$ 0.31

 

 

 

2,625

 

 

$ 0.31

 

 $0.51 to $1.00

 

 

3.18

 

 

 

21,659

 

 

 

0.61

 

 

 

6,775

 

 

 

0.75

 

 

 

 

 

 

 

 

25,592

 

 

$ 0.57

 

 

 

9,400

 

 

$ 0.63

 

 

c. Share-based payments

 

The weighted average fair value at grant date of the Company’s stock options granted during the three-month period ended March 31, 2025 was $0.23 (2024: nil).

 

 
Page | 11

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 

 period ended

 

 

 period ended

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Expected stock price volatility (1)

 

 

70 %

 

 

-

 

Risk free interest rate

 

 

2.94 %

 

 

-

 

Expected life

 

5 years

 

 

 

-

 

Expected forfeiture rate

 

 

3.20 %

 

 

-

 

Expected dividend yield

 

 

0 %

 

 

-

 

 

 

 

 

 

 

 

 

 

Share-based payments included in cost of sales

 

$ -

 

 

$ -

 

Share-based payments included in general and administrative expenses

 

 

512

 

 

 

156

 

Total share-based payments

 

$ 512

 

 

$ 156

 

 

(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 March 31, 2025 are as follows:

 

Number of

 

 Exercise

 

 Issuance

 

 Expiry

 warrants

 

 price (CAD)

 

 date

 

 date

                                           17,600

 

                                          0.30

 

 Mar 2024

 

 Mar 27, 2026

                                     1,000,000

 

                                           0.55

 

 Jun 2023

 

 Jun 21, 2026

                                    19,616,500

 

                                          0.40

 

 Mar 2024

 

 Mar 27, 2027

                                    3,000,000

 

                                          0.42

 

 Aug 2024

 

 Aug 14, 2027

                                     2,610,000

 

                                           1.00

 

 Mar 2025

 

 Mar 31, 2028

                                  26,244,100

 

 

 

 

 

 

 

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. Each 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. The Company recognizes a corresponding increase in trade and other payables upon recognition of cash-settled restricted share units, and a corresponding increase in equity reserve upon recognition of share-settled restricted share units (see Note 3). For cash-settled restricted share units, the compensation expense and associated liability are adjusted at each reporting date to reflect changes in market value. As at March 31, 2025, 234,076 (December 31, 2024: 234,076) cash-settled restricted share units are outstanding at an aggregate value of $0.1 million (December 31, 2024: $0.1 million) which is included in trade and other payables in the consolidated statement of financial position. As at March 31, 2025, 20,400,000 (December 31, 2024: nil) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.

 

 
Page | 12

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

f. 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 cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at March 31, 2025, 7,806,408 (December 31, 2024: 3,562,917) deferred share units are issued and outstanding.

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 

 period ended

 

 

 period ended

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Basic weighted average number of shares

 

 

619,978,185

 

 

 

221,915,654

 

Effect of dilutive stock options and warrants

 

 

-

 

 

 

-

 

Diluted weighted average number of shares

 

 

619,978,185

 

 

 

221,915,654

 

 

Diluted weighted average number of common shares for the three-month period ended March 31, 2025 excludes nil anti-dilutive preferred shares (2024: nil), 25,291,666 anti-dilutive stock options (2024: 17,370,000) and 26,644,100 anti-dilutive warrants (2024: 31,760,020).

  

16.  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.

 

The Company recognized non-controlling interests of $14.3 million equal to the proportionate non-controlling interests’ carrying amount of the Galena Complex at initial recognition classified as a separate component of equity. Subsequent contributions and proportionate share changes in equity are recognized to the carrying amount of the non-controlling interests.

 

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.

 

 
Page | 13

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

17.  Revenue

 

The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2025 and 2024:

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

Silver

 

 

 

 

 

 

Sales revenue

 

$ 12,623

 

 

$ 13,588

 

Derivative pricing adjustments

 

 

985

 

 

 

539

 

 

 

 

13,608

 

 

 

14,127

 

Zinc

 

 

 

 

 

 

 

 

Sales revenue

 

$ 9,501

 

 

$ 8,661

 

Derivative pricing adjustments

 

 

80

 

 

 

89

 

 

 

 

9,581

 

 

 

8,750

 

Lead

 

 

 

 

 

 

 

 

Sales revenue

 

$ 3,412

 

 

$ 4,140

 

Derivative pricing adjustments

 

 

(56 )

 

 

118

 

 

 

 

3,356

 

 

 

4,258

 

Other by-products

 

 

 

 

 

 

 

 

Sales revenue

 

$ 253

 

 

$ 285

 

Derivative pricing adjustments

 

 

53

 

 

 

112

 

 

 

 

306

 

 

 

397

 

 

 

 

 

 

 

 

 

 

Total sales revenue

 

$ 25,789

 

 

$ 26,674

 

Total derivative pricing adjustments

 

 

1,062

 

 

 

858

 

Gross revenue

 

$ 26,851

 

 

$ 27,532

 

Proceeds before intended use

 

 

2,321

 

 

 

70

 

Treatment and selling costs

 

 

(5,625 )

 

 

(6,750 )

 

 

$ 23,547

 

 

$ 20,852

 

 

(1) Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 18).

 

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 21).

 

 
Page | 14

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

18. 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 periods ended March 31, 2025 and 2024:

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$ 7,383

 

 

$ 7,796

 

Raw materials and consumables

 

 

7,090

 

 

 

8,860

 

Utilities

 

 

1,038

 

 

 

1,168

 

Contract services - transportation costs

 

 

1,068

 

 

 

1,363

 

Other costs

 

 

734

 

 

 

1,516

 

Costs before intended use

 

 

1,425

 

 

 

70

 

Changes in inventories

 

 

1,674

 

 

 

(553 )

Inventory write-downs

 

 

727

 

 

 

818

 

 

 

$ 21,139

 

 

$ 21,038

 

 

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

 

19. Corporate general and administrative expenses

 

Corporate general and administrative expenses are costs incurred at corporate and other segments that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month periods ended March 31, 2025 and 2024:

 

 

 

 March 31,

 

 

 March 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$ 1,148

 

 

$ 512

 

Directors’ fees

 

 

1,881

 

 

 

122

 

Share-based payments

 

 

1,676

 

 

 

156

 

Professional fees

 

 

976

 

 

 

368

 

Office and general

 

 

816

 

 

 

499

 

 

 

$ 6,497

 

 

$ 1,657

 

 

 
Page | 15

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

20. 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 three-month period ended March 31, 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:

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Property, plant and equipment

 

$ 130

 

 

$ 130

 

Other

 

 

262

 

 

 

313

 

Total deferred tax liabilities

 

 

392

 

 

 

443

 

Provisions and reserves

 

 

(392 )

 

 

(395 )

Net deferred tax liabilities

 

$ -

 

 

$ 48

 

  

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.

 

21. 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 March 31, 2025, the Company’s exposure to credit risk with respect to trade receivables amounts to $5.7 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 March 31, 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.

 

 
Page | 16

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

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

 

 

 

March 31, 2025

 

 

 

 

 

Less than

 

 

 

 

 

 

Over 5

 

 

 

Total

 

 

1 year

 

 

2-3 years

 

 

4-5 years

 

 

years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$

31,560

 

 

$

31,560

 

 

$ -

 

 

$ -

 

 

$ -

 

Pre-payment facility

 

 

2,500

 

 

 

2,500

 

 

 

-

 

 

 

-

 

 

 

-

 

Credit facility

 

 

10,000

 

 

 

4,200

 

 

 

5,800

 

 

 

-

 

 

 

-

 

Interest on credit facility

 

 

1,089

 

 

 

874

 

 

 

215

 

 

 

-

 

 

 

-

 

Royalty payable

 

 

3,026

 

 

 

3,026

 

 

 

-

 

 

 

-

 

 

 

-

 

Metals contract liability

 

 

44,264

 

 

 

16,282

 

 

 

27,982

 

 

 

-

 

 

 

-

 

Silver contract liability

 

 

20,092

 

 

 

513

 

 

 

14,403

 

 

 

5,176

 

 

 

-

 

Projected pension contributions

 

 

8,343

 

 

 

1,787

 

 

 

2,592

 

 

 

2,837

 

 

 

1,127

 

Decommissioning provision

 

 

19,715

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,715

 

Other long-term liabilities

 

 

1,543

 

 

 

-

 

 

 

643

 

 

 

255

 

 

 

645

 

 

 

$

142,132

 

 

$

60,742

 

 

$ 51,635

 

 

$ 8,268

 

 

$ 21,487

 

  

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

 

 

 

March 31, 2025

 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

Over 5

 

 

 

Total

 

 

1 year

 

 

2-3 years

 

 

4-5 years

 

 

years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 615

 

 

$ 615

 

 

$ -

 

 

$ -

 

 

$ -

 

Other long-term liabilities

 

 

898

 

 

 

-

 

 

 

643

 

 

 

255

 

 

 

-

 

 

 

$ 1,513

 

 

$ 615

 

 

$ 643

 

 

$ 255

 

 

$ -

 

 

 
Page | 17

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

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:

 

 

 

 Three-month

 

 

 Year

 

 

 

 period ended

 

 

 ended

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Lease liabilities, beginning of period

 

$ 1,655

 

 

$ 1,436

 

Additions

 

 

(11 )

 

 

823

 

Lease principal payments

 

 

(134 )

 

 

(608 )

Lease interest payments

 

 

(26 )

 

 

(71 )

Accretion on lease liabilities

 

 

29

 

 

 

75

 

Lease liabilities, end of period

 

$ 1,513

 

 

$ 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 months U.S. LIBOR rate plus 7.2% per annum from Cosalá Operations’ advance payments of concentrate, and the 3 month U.S. SOFR rate plus 6.95% per annum from the Facility. Interest rates of other financial instruments are fixed.

 

(2)Currency risk

 

As at March 31 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 March 31, 2025

 

 

 

 CAD

 

 

 MXN

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 4,064

 

 

$ 769

 

Trade and other receivables

 

 

384

 

 

 

3,792

 

Trade and other payables

 

 

6,915

 

 

 

10,457

 

 

As at March 31, 2025, the CAD/USD and MXN/USD exchange rates were 1.44 and 20.32, respectively. The sensitivity of the Company’s net loss and other comprehensive loss due to changes in the exchange rates for the three-month period ended March 31, 2025 is included in the following table:

 

 
Page | 18

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 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

 

$ 683

 

 

$ 1,178

 

Other comprehensive loss

 

 

30

 

 

 

122

 

 

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

 

As at March 31, 2025 and December 31, 2024, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the three-month periods ended March 31, 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 March 31, 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 $0.6 million (December 31, 2024: $0.4 million).

 

As at March 31, 2025 and December 31, 2024, the Company does not have any non-hedge commodity forward contracts outstanding. During the three-month periods ended March 31, 2025 and 2024, the Company did not settle any non-hedge commodity forward contracts.

 

Net amount of gain or loss on derivative instruments from non-hedge foreign exchange and commodity forward contracts recognized through profit or loss during the three-month period ended March 31, 2025 was nil (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 three-month period ended March 31, 2025 was a gain of $0.7 million (2024: loss of $1.1 million).

 

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 and credit facilities, convertible debenture, and promissory notes: The principal portion of pre-payment and credit 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.

 

 
Page | 19

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

 

·

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).

 

 

 

 March 31,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

Cash and cash equivalents

 

$ 8,751

 

 

$ 20,002

 

Restricted cash

 

 

4,569

 

 

 

4,527

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

10,289

 

 

 

7,132

 

Derivative instruments

 

 

-

 

 

 

709

 

Metals contract liability

 

 

44,264

 

 

 

40,868

 

Silver contract liability

 

 

20,092

 

 

 

18,193

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

Royalty payable

 

 

2,887

 

 

 

2,762

 

 

 

 

 

 

 

 

 

 

Amortized cost

 

 

 

 

 

 

 

 

Pre-payment facility

 

 

2,500

 

 

 

2,000

 

Credit facility

 

 

9,579

 

 

 

9,490

 

Convertible debenture

 

 

-

 

 

 

10,849

 

 

 
Page | 20

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

22. 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 periods ended March 31, 2025 and 2024 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2025 and December 31, 2024, and for the three-month periods ended March 31, 2025 and 2024. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

 

 

 

As at March 31, 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

 

$ 3,941

 

 

$ 125

 

 

$ 599

 

 

$ 4,086

 

 

$ 8,751

 

 

$ 6,576

 

 

$ 1,390

 

 

$ 35

 

 

$ 12,001

 

 

$ 20,002

 

Trade and other receivables

 

 

5,374

 

 

 

4,156

 

 

 

375

 

 

 

384

 

 

 

10,289

 

 

 

5,485

 

 

 

1,450

 

 

 

-

 

 

 

197

 

 

 

7,132

 

Inventories

 

 

5,651

 

 

 

2,549

 

 

 

103

 

 

 

-

 

 

 

8,303

 

 

 

7,976

 

 

 

2,625

 

 

 

103

 

 

 

-

 

 

 

10,704

 

Prepaid expenses

 

 

653

 

 

 

487

 

 

 

930

 

 

 

413

 

 

 

2,483

 

 

 

745

 

 

 

933

 

 

 

755

 

 

 

443

 

 

 

2,876

 

Restricted cash

 

 

135

 

 

 

45

 

 

 

4,331

 

 

 

58

 

 

 

4,569

 

 

 

135

 

 

 

53

 

 

 

4,339

 

 

 

-

 

 

 

4,527

 

Property, plant and equipment

 

 

49,244

 

 

 

77,137

 

 

 

22,880

 

 

 

631

 

 

 

149,892

 

 

 

48,123

 

 

 

74,935

 

 

 

23,686

 

 

 

655

 

 

 

147,399

 

Total assets

 

$ 64,998

 

 

$ 84,499

 

 

$

 29,218

 

 

$ 5,572

 

 

$

184,287

 

 

$ 69,040

 

 

$ 81,386

 

 

$ 28,918

 

 

$ 13,296

 

 

$ 192,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 11,761

 

 

$ 7,081

 

 

$

3,644

 

 

$ 9,074

 

 

$

31,560

 

 

$ 12,650

 

 

$ 8,689

 

 

$ 2,896

 

 

$ 13,098

 

 

$ 37,333

 

Derivative instruments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

709

 

 

 

709

 

Pre-payment facility

 

 

-

 

 

 

2,500

 

 

 

-

 

 

 

-

 

 

 

2,500

 

 

 

-

 

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

2,000

 

Credit facility

 

 

9,579

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,579

 

 

 

9,490

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,490

 

Other long-term liabilities

 

 

-

 

 

 

1,105

 

 

 

-

 

 

 

438

 

 

 

1,543

 

 

 

-

 

 

 

1,170

 

 

 

-

 

 

 

488

 

 

 

1,658

 

Metals contract liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,264

 

 

 

44,264

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,868

 

 

 

40,868

 

Silver contract liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,092

 

 

 

20,092

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,193

 

 

 

18,193

 

Convertible debenture

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,849

 

 

 

10,849

 

Royalty payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,887

 

 

 

2,887

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,762

 

 

 

2,762

 

Post-employment benefit obligations

 

 

-

 

 

 

4,497

 

 

 

-

 

 

 

-

 

 

 

4,497

 

 

 

-

 

 

 

3,892

 

 

 

-

 

 

 

-

 

 

 

3,892

 

Decommissioning provision

 

 

2,301

 

 

 

5,607

 

 

 

4,038

 

 

 

-

 

 

 

11,946

 

 

 

2,129

 

 

 

5,346

 

 

 

3,914

 

 

 

-

 

 

 

11,389

 

Deferred tax liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

48

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

48

 

Total liabilities

 

$ 23,641

 

 

$ 20,790

 

 

$

7,682

 

 

$ 76,755

 

 

$

128,868

 

 

$ 24,317

 

 

$ 21,097

 

 

$ 6,810

 

 

$ 86,967

 

 

$ 139,191

 

 

 
Page | 21

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2025 and 2024

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

 

 

 

Three-month period ended March 31, 2025

 

 

Three-month period ended March 31, 2024

 

 

 

Cosalá Operations

 

 

Galena

Complex

 

 

Relief

Canyon

 

 

Corporate and Other

 

 

Total

 

 

Cosalá Operations

 

 

Galena

Complex

 

 

Relief

Canyon

 

 

Corporate and Other

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 11,816

 

 

$ 11,731

 

 

$ -

 

 

$ -

 

 

$ 23,547

 

 

$ 12,786

 

 

$ 8,066

 

 

$ -

 

 

$ -

 

 

$ 20,852

 

Cost of sales

 

 

(10,991 )

 

 

(10,148 )

 

 

-

 

 

 

-

 

 

 

(21,139 )

 

 

(12,316 )

 

 

(8,722 )

 

 

-

 

 

 

-

 

 

 

(21,038 )

Depletion and amortization

 

 

(1,594 )

 

 

(3,008 )

 

 

(854 )

 

 

(53 )

 

 

(5,509 )

 

 

(2,345 )

 

 

(2,275 )

 

 

(864 )

 

 

(40 )

 

 

(5,524 )

Care and maintenance costs

 

 

-

 

 

 

(114 )

 

 

   (21

)

 

 

-

 

 

 

(135 )

 

 

-

 

 

 

(130 )

 

 

(1,308 )

 

 

-

 

 

 

(1,438 )

Corporate general and administrative

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,497 )

 

 

(6,497 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,657 )

 

 

(1,657 )

Exploration costs

 

 

(820 )

 

 

(429 )

 

 

(31 )

 

 

-

 

 

 

(1,280 )

 

 

(124 )

 

 

(870 )

 

 

(22 )

 

 

-

 

 

 

(1,016 )

Accretion on decommissioning provision

 

 

(55 )

 

 

(60 )

 

 

(45 )

 

 

-

 

 

 

(160 )

 

 

(61 )

 

 

(53 )

 

 

(39 )

 

 

-

 

 

 

(153 )

Interest and financing income (expense)

 

 

(70 )

 

 

(112 )

 

 

43

 

 

 

(335 )

 

 

(474 )

 

 

(80 )

 

 

(104 )

 

 

14

 

 

 

(519 )

 

 

(689 )

Foreign exchange gain (loss)

 

 

155

 

 

 

-

 

 

 

-

 

 

 

20

 

 

 

175

 

 

 

(44 )

 

 

-

 

 

 

-

 

 

 

(1,092 )

 

 

(1,136 )

Gain on disposal of assets

 

 

-

 

 

 

-

 

 

 

966

 

 

 

-

 

 

 

966

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Loss on metals contract liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,024 )

 

 

(9,024 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,046 )

 

 

(3,046 )

Other gain (loss) on derivatives

 

 

-

 

 

 

-

 

 

 

-

 

 

 

709

 

 

 

709

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,071 )

 

 

(1,071 )

Fair value loss on royalty payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(125 )

 

 

(125 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(256 )

 

 

(256 )

Income (loss) before income taxes

 

 

(1,559 )

 

 

(2,140 )

 

 

     58

 

 

(15,305 )

 

 

(18,946

)

 

 

(2,184 )

 

 

(4,088 )

 

 

(2,219 )

 

 

(7,681 )

 

 

(16,172 )

Income tax recovery

 

 

28

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

28

 

 

 

15

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15

 

Net income (loss) for the period

 

$ (1,531 )

 

$ (2,140 )

 

$

     58

 

$ (15,305 )

 

$ (18,918 )

 

$ (2,169 )

 

$ (4,088 )

 

$ (2,219 )

 

$ (7,681 )

 

$ (16,157 )

    

c. Major customers

 

For the three-month period ended March 31, 2025, the Company sold concentrates and finished goods to two major customers accounting for 50% of revenues from Cosalá Operations and 40% of revenues from Galena Complex (2024: two major customers accounting for 59% of revenues from Cosalá Operations and 41% of revenues from Galena Complex).

 

23. 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 $9.7 million (MXN 196.8 million), of which $4.2 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $4.7 million (MXN 94.6 million) of their original reassessment. The remaining $5.0 million (MXN 102.2 million) consists of $4.2 million (MXN 84.4 million) related to transactions with certain suppliers and $0.9 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 $0.9 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.2 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.0 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 March 31, 2025, the accrued liability of the probable obligation from the ongoing appeal was $1.0 million (December 31, 2024: $1.0 million).

 

 
Page | 22

 

EX-99.2 3 usas_ex992.htm MANAGEMENTS DISCUSSION AND ANALYSIS usas_ex992.htm

EXHIBIT 99.2

 

 

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

DATED MAY 9, 2025

 

 






  

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

 

Forward-Looking Statements

 

1

 

Management’s Discussion and Analysis

 

2

 

Overview

 

3

 

Recent Developments and Operational Discussion

 

4

 

Results of Operations

 

11

 

Summary of Quarterly Results

 

12

 

Liquidity

 

12

 

Capital Resources

 

16

 

Off-Balance Sheet Arrangements

 

16

 

Transactions with Related Parties

 

16

 

Risk Factors

 

17

 

Accounting Standards and Pronouncements

 

17

 

Financial Instruments

 

18

 

Capital Structure

 

18

 

Controls and Procedures

 

18

 

Technical Information

 

18

 

Non-GAAP and Other Financial Measures

 

19

 

   

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 months ended March 31, 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; 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.

 

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.

 

1 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 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 months ended March 31, 2025, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 9, 2025 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three months ended March 31, 2025 and 2024. The unaudited condensed interim consolidated financial statements for the three months ended March 31, 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 March 31, 2025 (“Q1-2025”) compared to the three months ended March 31, 2024 (“Q1-2024”) 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 for 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.

 

 

2 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 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”.

 

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.

  

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, and the Company also owns 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 concurrent C$50 million financing which closed in December 2024.

 

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.

 

3 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Recent Developments and Operational Discussion

 

Q1-2025 Highlights

 

 

·

Increase in revenue1 due to higher realized prices. Revenue increased to $23.5 million for Q1-2025 or 12% compared to $20.9 million for Q1-2024, with a higher realized silver price2 of $32.10/oz and a realized zinc price2 of $1.27/lb during the period.

 

o

Consolidated silver production of 446,000 ounces with approximately 838,000 ounces of silver equivalent2, including 6.7 million pounds of zinc and 3.8 million pounds of lead

 

·

Silver production is expected to increase steadily in fiscal 2025 as the development into EC120 Project progresses and mine continues to batch higher development grade ore through the mill, and operational improvements and efficiencies are realized at the Galena Complex.

 

o

Pre-production sales of EC120 silver-copper concentrate contributed $2.3 million to revenue during Q1-2025.

 

·

 

Inclusion in the Solactive Global Silver Miners Index on May 1, 2025. Inclusion in this major silver index is an important milestone validating Americas position as a growing silver focused miner and increases exposure to large institutional investors. 

 

·

Significant progress has been made since the December transaction identifying opportunities and initiating action at the Galena Complex, including initiating capital orders for the #3 shaft upgrade, and the receipt of new mining equipment to boost productivity underground, among other actions.

 

·

Total liabilities have been reduced by approximately $34 million since the transaction close, primarily due to the repayments of metal liabilities, royalties, promissory notes, and transaction-related payables, and the full conversion of the Company’s convertible debenture.

 

·

Cost of sales1,2 per silver equivalent ounce produced, cash costs2 and all-in sustaining costs2 per silver ounce produced averaged $25.23, $25.04 and $35.67, respectively, in Q1-2025.

 

·

Net loss of $18.9 million for Q1-2025 (Q1-2024 net loss of $16.2 million), primarily due to the increasing precious metal prices on metals-based liabilities, and higher corporate general and administrative expenses, offset in part by higher net revenue, lower care and maintenance costs, higher foreign exchange gain, gain on disposal of assets, and a gain on derivatives.

 

·

Adjusted earnings2 for Q1-2025 was a loss of $11.5 million (adjusted loss of $10.5 million for Q1-2024) primarily due to lower production and higher corporate general and administrative expenses offset by higher net revenue.

 

·

Adjusted EBITDA2 for Q1-2025 was a loss of $5.5 million (adjusted EBITDA loss of $4.3 million for Q1-2024) primarily due to higher corporate general and administrative expenses offset by higher net revenue.

 

·

Cash and cash equivalents balance of $8.8 million and working capital2 deficit of $27.8 million as at March 31, 2025.

 

 __________________

1 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.

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

  

4 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Acquisition Agreement

 

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

 

Following the close of the acquisition on December 19, 2024, significant progress has been made in identifying opportunities and initiating action as part of the Company’s technical review and optimization work to ensure that the Galena Complex reaches its full production potential, underscoring the Company's ongoing commitment to operational efficiency, safety, production growth, and maximizing value from existing assets. This progress includes initial work on the #3 shaft, a trade-off study currently underway at the mine, and new mining equipment to boost productivity underground, among other actions. The Company has released new drilling results that continue to demonstrate the geologic prospectivity of the deposit and identify new veins that could be brought into production with further drilling. The Company also initiated further test work to evaluate the potential to maximize recoveries of copper and antimony as a result of an initial review of byproduct metallurgical performance.

 

Metal Prices

 

Precious and base metals prices continued to increase during the Q1-2025 as investors adjusted capital flows and allocations in response to the monetary and fiscal policy plans of the new US administration, international trade tariff discussions, and recession and inflation expectations, among other macroeconomic events. The market price of silver increased by 37% year-over-year to average price of $31.91/oz in Q1-2025 compared to an average price of $23.36/oz in Q1-2024. The market price of copper and zinc also increased by 11% and 16%, respectively, year-over-year to average price of $4.24/lb and $1.29/lb, respectively, in Q1-2025 compared to an average price of $3.83/lb and $1.11/lb, respectively, in Q1-2024. The Company is dependant on both precious and base metal prices for profitability and liquidity.

 

In addition, the Company is benefiting from the USD/MXN exchange ratio increasing to above 21:1 during Q1-2025 from a low of approximately 16.5:1 during Q1-2024. 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

 

The Galena Complex produced approximately 314,000 ounces of silver in Q1-2025 compared to approximately 311,000 ounces of silver in Q1-2024 (a 1% increase in silver production), despite a 14-day shutdown for planned maintenance on the Coeur Hoist motor. The mine also produced 2.2 million pounds of lead in Q1-2025, compared to 1.9 million pounds of lead in Q1-2024 (a 17% increase in lead production). Cash costs per ounce of silver increased to $28.08 in Q1-2025 from $27.14 in Q1-2024, primarily due to a modest increases in salaries and employee benefits at the operations.

 

Despite it being early in the planned growth transition at Galena, development work in Q1-2025 met its planned targets, with major progress made on the 55-179 decline and supporting infrastructure. Notably, development costs came in below expectations on a per-foot basis. The 55-179 decline provided access to multiple high-grade silver-copper zones, including the 55-198 stope on the Silver Hanging Wall Vein — a key contributor to production during the quarter. Work also advanced on two major infrastructure projects to support operations in this area. These included completing excavations for two new 300-ton ore transfer points on the 5500 level to accommodate larger 20-ton haul trucks, as well as successfully completing a new ventilation and escape raise. In addition, development began on two horizontal drifts that will lead to the installation of two Alimak raises. One of these will improve ventilation and emergency access for deeper development of the 55-179 decline, while the other will serve as a new transfer raise to support future mining of high-grade silver-lead and silver-copper zones in the Central and Lower Country Lead areas.

  

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Diamond drilling on the property has continued since the last mineral resource update and the Company has initiated the process of updating the mineral resources and reserves for the Galena Complex later this year.

 

Galena Exploration Update

 

Recent exploration diamond drilling from the 5200 Level of the Galena Mine has defined a new silver-copper vein adjacent to existing infrastructure, presenting a near-term mining opportunity for Galena. The 034 Vein was initially crosscut and drifted on from the 5200 Level. An exploration drill plan was designed, and 23 additional diamond drill holes ("DDH") were drilled to complete latest phase of the program. The drill campaign has yielded significant high-grade intercepts, including a highlight of 983 g/t silver over 3.44 metres (hole DDH 52-583, true width), demonstrating the potential of the 034 Vein. Key intercepts from the campaign, reported with true widths, are listed below:

 

 

·

DDH 52-529: 1,624 g/t Ag and 1.23% Cu over 0.53 m

 

·

DDH 52-532: 1,171 g/t Ag and 0.80% Cu over 1.46 m

 

·

DDH 52-583: 983 g/t Ag and 0.74% Cu over 3.44 m

 

·

DDH 52-531: 734 g/t Ag and 0.90% Cu over 0.87 m

 

·

DDH 52-587: 539 g/t Ag and 1.07% Cu over 1.69 m

 

·

DDH 52-534: 466 g/t Ag and 0.49% Cu over 0.47 m

 

·

DDH 52-584: 354 g/t Ag and 0.43% Cu over 2.15 m

 

A full table of the Company’s latest published drill results can be found at: https://americas-gold.com/site/assets/files/4297/dr20250422.pdf.

 

The drilling contract to infill existing wide-spaced drilling at the Coeur mine has been awarded. Drilling is scheduled to begin in early May, targeting three veins below the 3400 Level. The Coeur mine, developed down to the 3700 Level, has seen limited mining despite wide-spaced drilling that has intersected significant silver and copper mineralization in veins 356, 400, and 425. The four primary copper-silver veins at the Coeur mine remain open at depth, highlighting the potential for future resource growth. Key historical intercepts, reported with true widths, include:

 

 

·

DDH C034-113 (Vein 400): 4,131 g/t Ag and 5.0% Cu over 0.32 m

 

·

DDH C037-039 (Vein 356): 1,982 g/t Ag and 3.2% Cu over 1.37 m

 

·

DDH C034-090 (Vein 425): 1,179 g/t Ag and 0.9% Cu over 1.18 m

 

·

DDH C034-127 (Vein 425): 1,001 g/t Ag and 1.1% Cu over 0.73 m

 

·

DDH C034-130 (Vein 400): 993 g/t Ag and 1.1% Cu over 1.2 m

 

·

DDH C034-117 (Vein 400): 903 g/t Ag and 1.0% Cu over 2.54 m

 

·

DDH C037-038 (Vein 356): 587 g/t Ag and 1.1% Cu over 1.23 m

 

·

DDH C034-095 (Vein 425): 534 g/t Ag and 0.7% Cu over 1.47 m

 

·

DDH C034-114 (Vein 400): 512 g/t Ag and 0.5% Cu over 2.96 m

 

·

DDH C037-040 (Vein 356): 487 g/t Ag and 1.0% Cu over 1.96 m

 

The Company’s current consolidated mineral reserve and mineral resource statement can be found at: https://americas-gold.com/site/assets/files/5151/reserves20231231.pdf.

 

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

 

6 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Cosalá Operations

 

The Cosalá Operations are transitioning from the zinc-lead-silver San Rafael mine to the higher-grade silver-copper EC120 Project in fiscal 2025. The Company expects to continue to operate San Rafael throughout the EC120 Project development period and maximize cash flow by prioritizing the highest NSR ore through the mill as it develops sufficient working faces in the EC120 Project to reach commercial production by the end of 2025.  During the quarter, mining took place in moderately lower silver grade areas of the San Rafael mine while capital development focused on the EC120 Project as well as development into a higher-grade silver level of the San Rafael Upper Zone. Silver grade processed is expected to increase quarter over quarter to EC120 resource grades as the proportion of EC120 production increases.

 

Development of the EC120 Project’s El Cajón mine began in late Q4-2024 and is being carried out by an external contractor with development rates increasing steadily through the quarter and are currently near expected levels. The EC120 Project’s Zone 120 development was slightly impacted by a delay in the arrival of the raise-bore machine required to complete a critical ventilation raise into the zone. As a result, the raise began drilling in mid-March and broke through in late April (currently being completed). Intermittent regional security disruptions in nearby areas also caused delays in contractor start-ups as well as receiving critical parts and supplies in Q1-2025. These concerns also impacted mill operations on isolated occasions in January and February with a resulting impact on milled tonnage, although a return to normal steady state milled throughput was achieved in March and April.

 

Silver production decreased in Q1-2025 by 55% to approximately 132,000 ounces of silver compared to approximately 297,000 ounces of silver in Q1-2024 primarily due to slightly lower tonnages, and lower grades and recoveries as development delays caused a higher portion of the mill feed to come from the San Rafael Main Central orebody which has lower grade and silver recoveries based on its minerology. Lower milled tonnage also caused base metals production to decrease to 6.7 million pounds of zinc and 1.6 million pounds of lead in Q1-2025, compared to 8.0 million pounds of zinc, and 2.8 million pounds of lead in Q1-2024. Silver production is expected to increase steadily as the development into EC120 Project progresses and mine continues to batch higher development grade ore through the mill.

 

The Cosalá Operations increased capital spend on the EC120 Project, incurring $1.0 million during Q1-2025. The EC120 Project contributed approximately 59,000 ounces of silver production in Q1-2025, 164,000 ounces of silver production project-to-date, as the Cosalá Operations milled and sold silver-copper concentrate during the EC120 Project’s development phase contributing $2.3 million to net revenue during Q1-2025. Cash costs per silver ounce increased during Q1-2025 to $19.86 per ounce from $16.44 per ounce in Q1-2024 due primarily to decreased silver production during the period.

 

Other Items During Fiscal 2025

 

Since the close to the December transaction, the Company has been strengthening its financial position with total liabilities reduced by approximately $34 million, primarily due to the repayments of metal liabilities, royalties, promissory notes, and transaction-related payables. The holders of the Company’s convertible debenture also converted their outstanding principal of $16.8 million CAD into the Company’s common shares during Q1-2025.

 

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Consolidated Results and Developments

 

 

 

Q1-20253

 

 

Q1-20243

 

Revenue ($ M)4

 

$ 23.5

 

 

$ 20.9

 

Silver Produced (oz)

 

 

446,207

 

 

 

483,920

 

Zinc Produced (lb)

 

 

6,732,052

 

 

 

7,984,886

 

Lead Produced (lb)

 

 

3,824,826

 

 

 

3,951,698

 

Total Silver Equivalent Produced ($/oz)1

 

 

837,800

 

 

 

1,020,864

 

Cost of Sales/Ag Eq Oz Produced ($/oz)2

 

$ 25.23

 

 

$ 17.19

 

Cash Costs/Ag Oz Produced ($/oz)2

 

$ 25.04

 

 

$ 20.57

 

All-In Sustaining Costs/Ag Oz Produced ($/oz)2

 

$

 35.67

 

 

$ 30.04

 

Net Loss ($ M)

 

$ (18.9 )

 

$ (16.2 )

Comprehensive Income (Loss) ($ M)

 

$ (21.1 )

 

$ (12.9 )

 

1

Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead 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.

 

Consolidated silver production of 446,000 ounces during Q1-2025 was lower than Q1-2024 production of 484,000 ounces due to the previously noted impacts to tonnage at both operations and San Rafael’s slightly lower grades and recoveries. Lower tons mined also impacted zinc and lead production at both operations. 

 

Revenue of $23.5 million for the three months ended March 31, 2025 was higher than revenue of $20.9 million for the three months ended March 31, 2024, resulting from higher realized silver and zinc prices, including pre-production revenue from the EC120 Project of $2.3 million during the period. The average realized silver and zinc prices3 increased by 38% and 14%, respectively, from Q1-2024 to Q1-2025, while the average realized lead price4 decreased by 4% during the same period. The average realized silver price of $32.10/oz for Q1-2025 (Q1-2024 – $23.21/oz) is comparable to the average London silver spot price of $31.91/oz for Q1-2025 (Q1-2024 – $23.36/oz).

 

The Company recorded a net loss of $18.9 million for the three months ended March 31, 2025 compared to a net loss of $16.2 million for the three months ended March 31, 2024. The increase in net loss was higher primarily due to the impact of the gold price on metals contract liabilities, and higher non-cash corporate expenses, offset in part by higher net revenue, lower care and maintenance costs, higher foreign exchange gain, gain on disposal of assets, and higher gain on derivatives. These variances are further discussed in the following sections.

 _________________

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

 

8 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Galena Complex

 

 

 

Q1-2025

 

 

Q1-2024

 

Tonnes Milled

 

 

23,422

 

 

 

23,266

 

Silver Grade (g/t)

 

 

424

 

 

 

424

 

Lead Grade (%)

 

 

4.60

 

 

 

3.91

 

Silver Recovery (%)

 

 

98.2

 

 

 

98.2

 

Lead Recovery (%)

 

 

93.9

 

 

 

94.6

 

Silver Produced (oz)

 

 

313,763

 

 

 

311,096

 

Lead Produced (lb)

 

 

2,231,174

 

 

 

1,898,884

 

Total Silver Equivalent Produced ($/oz)1,2

 

 

377,292

 

 

 

387,761

 

Silver Sold (oz)

 

 

312,466

 

 

 

298,662

 

Lead Sold (lb)

 

 

2,258,688

 

 

 

1,764,248

 

Cost of Sales/Ag Eq Oz Produced ($/oz)2

 

$ 26.90

 

 

$ 22.49

 

Cash Costs/Ag Oz Produced ($/oz)2

 

$ 28.08

 

 

$ 27.14

 

All-In Sustaining Costs/Ag Oz Produced ($/oz)2

 

$

 39.21

 

 

$ 40.96

 

 

1

Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead 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 314,000 ounces of silver in Q1-2025 compared to approximately 311,000 ounces of silver in Q1-2024 (a 1% increase in silver production), despite a 14-day shutdown for planned maintenance on the Coeur Hoist motor. The mine also produced 2.2 million pounds of lead in Q1-2025, compared to 1.9 million pounds of lead in Q1-2024 (a 17% increase in lead production). Cash costs per ounce of silver increased to $28.08 in Q1-2025 from $27.14 in Q1-2024, primarily due to a modest increases in salaries and employee benefits at the operations.

 

Despite it being early in the planned growth transition at Galena, development work in Q1-2025 met its planned targets, with major progress made on the 55-179 decline and supporting infrastructure. Notably, development costs came in below expectations on a per-foot basis. The 55-179 decline provided access to multiple high-grade silver-copper zones, including the 55-198 stope on the Silver Hanging Wall Vein — a key contributor to production during the quarter. Work also advanced on two major infrastructure projects to support operations in this area. These included completing excavations for two new 300-ton ore transfer points on the 5500 level to accommodate larger 20-ton haul trucks, as well as successfully completing a new ventilation and escape raise. In addition, development began on two horizontal drifts that will lead to the installation of two Alimak raises. One of these will improve ventilation and emergency access for deeper development of the 55-179 decline, while the other will serve as a new transfer raise to support future mining of high-grade silver-lead and silver-copper zones in the Central and Lower Country Lead areas.

 

9 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Cosalá Operations

 

 

 

Q1-20253

 

 

Q1-20243

 

Tonnes Milled

 

 

126,646

 

 

 

156,254

 

Silver Grade (g/t)

 

 

53

 

 

 

84

 

Zinc Grade (%)

 

 

3.48

 

 

 

2.86

 

Lead Grade (%)

 

 

0.97

 

 

 

1.16

 

Silver Recovery (%)

 

 

61.0

 

 

 

70.1

 

Zinc Recovery (%)

 

 

80.8

 

 

 

81.2

 

Lead Recovery (%)

 

 

68.6

 

 

 

70.5

 

Silver Produced (oz)

 

 

132,444

 

 

 

297,262

 

Zinc Produced (lb)

 

 

6,732,052

 

 

 

7,984,886

 

Lead Produced (lb)

 

 

1,593,652

 

 

 

2,812,368

 

Total Silver Equivalent Produced ($/oz)1,2

 

 

460,508

 

 

 

788,207

 

Silver Sold (oz)

 

 

137,754

 

 

 

289,373

 

Zinc Sold (lb)

 

 

7,470,764

 

 

 

7,776,572

 

Lead Sold (lb)

 

 

1,529,695

 

 

 

2,665,604

 

Cost of Sales/Ag Eq Oz Produced ($/oz)2

 

$ 23.87

 

 

$ 15.63

 

Cash Costs/Ag Oz Produced ($/oz)2

 

$ 17.86

 

 

$ 16.44

 

All-In Sustaining Costs/Ag Oz Produced ($/oz)2

 

$

27.29

 

 

$ 23.18

 

 

1

Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead 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.

 

The Cosalá Operations are transitioning from the zinc-lead-silver San Rafael mine to the higher-grade silver-copper EC120 Project in fiscal 2025. The Company expects to continue to operate San Rafael throughout the EC120 Project development period and maximize cash flow by prioritizing the highest NSR ore through the mill as it develops sufficient working faces in the EC120 Project to reach commercial production by the end of 2025.  During the quarter, mining took place in moderately lower silver grade areas of the San Rafael mine while capital development focused on the EC120 Project as well as development into a higher-grade silver level of the San Rafael Upper Zone. Silver grade processed is expected to increase quarter over quarter to EC120 resource grades as the proportion of EC120 production increases.

 

Development of the EC120 Project’s El Cajón mine began in late Q4-2024 and is being carried out by an external contractor with development rates increasing steadily through the quarter and are currently near expected levels. The EC120 Project’s Zone 120 development was slightly impacted by a delay in the arrival of the raise-bore machine required to complete a critical ventilation raise into the zone. As a result, the raise began drilling in mid-March and broke through in late April (currently being completed). Intermittent regional security disruptions in nearby areas also caused delays in contractor start-ups as well as receiving critical parts and supplies in Q1-2025. These concerns also impacted mill operations on isolated occasions in January and February with a resulting impact on milled tonnage, although a return to normal steady state milled throughput was achieved in March and April.

 

10 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Silver production decreased in Q1-2025 by 55% to approximately 132,000 ounces of silver compared to approximately 297,000 ounces of silver in Q1-2024 primarily due to slightly lower tonnages, and lower grades and recoveries as development delays caused a higher portion of the mill feed to come from the San Rafael Main Central orebody which has lower grade and silver recoveries based on its minerology. Lower milled tonnage also caused base metals production to decrease to 6.7 million pounds of zinc and 1.6 million pounds of lead in Q1-2025, compared to 8.0 million pounds of zinc, and 2.8 million pounds of lead in Q1-2024. Silver production is expected to increase steadily as the development into EC120 Project progresses and mine continues to batch higher development grade ore through the mill.

 

The Cosalá Operations increased capital spend on the EC120 Project, incurring $1.0 million during Q1-2025. The EC120 Project contributed approximately 59,000 ounces of silver production in Q1-2025, 164,000 ounces of silver production project-to-date, as the Cosalá Operations milled and sold silver-copper concentrate during the EC120 Project’s development phase contributing $2.3 million to net revenue during Q1-2025. Cash costs per silver ounce increased during Q1-2025 to $19.86 per ounce from $16.44 per ounce in Q1-2024 due primarily to decreased silver production during the period.

 

Results of Operations

 

Analysis of the three months ended March 31, 2025 vs. the three months ended March 31, 2024

 

The Company recorded a net loss of $18.9 million for the three months ended March 31, 2025 compared to a net loss of $16.2 million for the three months ended March 31, 2024. The increase in net loss was primarily attributable to increase in gold prices on the Company’s metals contract liabilities ($6.0 million), and higher non-cash corporate expenses ($4.8 million), offset in part by higher net revenue ($2.6 million), lower care and maintenance costs ($1.3 million), higher foreign exchange gain ($1.3 million), gain on disposal of assets ($1.0 million), and higher gain on derivatives ($1.8 million), each of which are described in more detail below.

 

Revenue increased by $2.6 million to $23.5 million for the three months ended March 31, 2025 from $20.9 million December 31, 2024. The increase was due to $3.7 million higher revenue at the Galena Complex from higher silver realized price during the period and higher lead revenue from higher lead production during the period. Revenue at the Cosalá Operations decreased by $1.0 million during the period mainly due to lower silver revenue from lower silver production during the period for the previously noted reasons, offset by higher zinc realized price and higher zinc revenue, and EC120 Project pre-production revenue.

 

Care and maintenance costs decreased by $1.3 million mainly due to $0.5 million of prior period Relief Canyon surety premium refund and $0.3 million of prior period Relief Canyon refundable tax credits recognized during the period.

 

Corporate general and administrative expenses increased by $4.8 million mainly due to the growth of the Company’s new management team, plus deferred non-cash share-based compensation in the form of deferred share units and restricted share units issued during the period.

 

Foreign exchange gain increased by $1.3 million to a $0.2 million gain for the three months ended March 31, 2025 from a $1.1 million loss for the three months ended March 31, 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.

 

Gain on disposal of assets of $1.0 million was recognized from proceeds received on sale of dormant equipment at Relief Canyon during the period.

 

Loss on fair value of metals contract liabilities increased by $6.0 million to a $9.0 million loss for the three months ended March 31, 2025 from a $3.0 million loss for the three months ended March 31, 2024 mainly due to the impact of the increased gold price on metals contract liabilities during the period.

 

Other gain on derivatives increased by $1.8 million to a $0.7 million gain for the three months ended March 31, 2025 from a $1.1 million loss for the three months ended March 31, 2024 mainly due to derecognition of derivative instruments from full conversion of the Company’s outstanding convertible debenture during the period.

 

11 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 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 March 31, 2025.

 

 

 

Q1

 

 

Q4

 

 

Q3

 

 

Q2

 

 

Q1

 

 

Q4

 

 

Q3

 

 

Q2

 

 

 

 

20252

 

 

 

20242

 

 

 

20242

 

 

 

20242

 

 

 

20242

 

 

2023

 

 

2023

 

 

2023

 

Revenue ($ M)3

 

$ 23.5

 

 

$ 23.8

 

 

$ 22.3

 

 

$ 33.2

 

 

$ 20.9

 

 

$ 26.4

 

 

$ 19.4

 

 

$ 25.8

 

Net Loss ($ M)

 

 

(18.9 )

 

 

(12.6 )

 

 

(16.1 )

 

 

(4.0 )

 

 

(16.2 )

 

 

(10.1 )

 

 

(10.5 )

 

 

(7.1 )

Comprehensive Income (Loss) ($ M)

 

 

(21.1 )

 

 

(7.7 )

 

 

(17.8 )

 

 

(2.7 )

 

 

(12.9 )

 

 

(12.9 )

 

 

(8.5 )

 

 

(6.5 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Silver Produced (oz)

 

 

446,207

 

 

 

363,856

 

 

 

385,564

 

 

 

505,932

 

 

 

483,920

 

 

 

583,379

 

 

 

386,615

 

 

 

573,382

 

Zinc Produced (lb)

 

 

6,732,052

 

 

 

6,292,634

 

 

 

8,362,501

 

 

 

8,868,263

 

 

 

7,984,886

 

 

 

8,299,319

 

 

 

8,985,496

 

 

 

9,574,772

 

Lead Produced (lb)

 

 

3,824,826

 

 

 

3,370,212

 

 

 

4,118,739

 

 

 

4,393,575

 

 

 

3,951,698

 

 

 

4,457,094

 

 

 

4,666,578

 

 

 

5,873,499

 

Cost of Sales/Ag Eq Oz Produced ($/oz)1

 

$ 25.23

 

 

$ 21.85

 

 

$ 18.04

 

 

$ 16.45

 

 

$ 17.19

 

 

$ 13.75

 

 

$ 15.63

 

 

$ 14.28

 

Cash Costs/Ag Oz Produced ($/oz)1

 

$ 25.04

 

 

$ 20.68

 

 

$ 16.88

 

 

$ 12.42

 

 

$ 20.57

 

 

$ 14.24

 

 

$ 19.01

 

 

$ 10.00

 

All-In Sustaining Costs/Ag Oz Produced ($/oz)1

 

$

35.67

 

 

$ 40.38

 

 

$ 25.38

 

 

$ 19.58

 

 

$ 30.04

 

 

$ 21.05

 

 

$ 29.55

 

 

$ 16.78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets (qtr. end) ($ M)

 

$

29.8

 

 

$ 40.7

 

 

$ 26.8

 

 

$ 26.4

 

 

$ 22.9

 

 

$ 23.0

 

 

$ 18.6

 

 

$ 26.8

 

Current Liabilities (qtr. end) ($ M)

 

 

57.6

 

 

 

69.4

 

 

 

63.3

 

 

 

65.2

 

 

 

51.9

 

 

 

61.2

 

 

 

43.9

 

 

 

44.9

 

Working Capital (qtr. end) ($ M)

 

 

(27.8 )

 

 

(28.7 )

 

 

(36.5 )

 

 

(38.8 )

 

 

(29.0 )

 

 

(38.2 )

 

 

(25.3 )

 

 

(18.1 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets (qtr. end) ($ M)

 

$

184.3

 

 

$ 192.6

 

 

$ 179.4

 

 

$ 180.3

 

 

$ 179.8

 

 

$ 180.5

 

 

$ 183.3

 

 

$ 193.2

 

Total Liabilities (qtr. end) ($ M)

 

 

128.9

 

 

 

139.2

 

 

 

126.3

 

 

 

113.0

 

 

 

113.7

 

 

 

108.3

 

 

 

100.1

 

 

 

104.7

 

Total Equity (qtr. end) ($ M)

 

 

55.4

 

 

 

53.4

 

 

 

53.1

 

 

 

67.3

 

 

 

66.1

 

 

 

72.2

 

 

 

83.2

 

 

 

88.5

 

 

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.

 

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 used in operations

 

 

(1.6 )

Expenditures on property, plant and equipment

 

 

(7.6 )

Proceeds from disposal of assets

 

 

1.0

 

Lease payments

 

 

(0.2 )

Non-brokered private placements

 

 

3.6

 

Proceeds from exercise of options and warrants

 

 

3.7

 

Pre-payment facility

 

 

0.5

 

Metals contract liabilities

 

 

(3.7 )

Increase in trade and other receivables

 

 

 (3.1

)

Change in inventories

 

 

1.7

 

Change in prepaid expenses

 

 

0.4

 

Change in trade and other payables

 

 

(4.4 )

Change in foreign exchange rates

 

 

(1.5 )

Closing cash balance as at March 31, 2025

 

$ 8.8

 

 

12 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

The Company’s cash and cash equivalents balance decreased from $20.0 million to $8.8 million since December 31, 2024 with a working capital deficit of $28.0 million. This decrease was mainly due to expenditures on property, plant and equipment, and metals contract liabilities. These outflows were mainly offset by non-brokered private placements and proceeds from exercise of options and warrants. Current liabilities as at March 31, 2025 were $57.5 million which is $11.9 million lower than at December 31, 2024, principally due to decreased balances in transaction-related trade and other payables and conversion the Company’s outstanding convertible debenture.

 

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. At March 31, 2025, the Company did not have sufficient liquidity on hand to fund its expected operations at the prevailing commodity prices for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations. The Company is currently in advanced discussions with a counterparty 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.

 

From 2020 to 2024, the Company has been 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. The Company issued an aggregate of C$35.8 million in convertible debentures, raised an aggregate of $44.4 million through an at-the-market equity offering on the New York Stock Exchange American to fund the Company’s planned operations, amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws made during each quarter of fiscal 2023 as allowed under the amendment, entered into a pre-payment facility, restructured a promissory note, and believes it will be able to raise additional financing as needed.

 

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.

 

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

 

13 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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 arising from 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

 

Offering and Proceeds

Disclosed Use of Proceeds

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

LIFE Offering (March 2024)

– gross proceeds of C$6.5 million

C$2.25 million for working capital requirements at the Cosalá Operations (expected to be allocated between underground development work, ventilation intake raise improvements, and equipment purchases), C$2.25 million for working capital requirements at the Galena Complex (expected to be allocated between underground development contractor costs and ventilation intake raise improvements), C$2.0 million for general and administrative purposes

Concurrent private placement (March 2024)

– gross proceeds of C$1.3 million

For general working capital and administrative purposes

 

14 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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.

 

Offering and Proceeds

Disclosed Use of Proceeds

US$3.6 million March 2025 non-brokered private placements of common shares

For precious metals delivery commitments and general working capital purposes

US$4 million December 2024 non-brokered private placements of common shares

For precious metals delivery commitments and general working capital purposes

US$10 million August 2024 secured credit facility from Trafigura

To complete initial development of the EC120 Project

C$0.5 million June 2024 non-brokered private placements of common shares

For precious metals delivery commitments and general working capital 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 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 (excluding fiscal 2024 funding requirements payable by September 2025). 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 Q1-2025 and adjusted by approximately $0.7 million as a result of decrease in discount rate and unrealized losses on returns. The Company expects to continue to review the pension valuation quarterly.

 

15 | Page

 






  

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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 $7.6 million during the three months ended March 31, 2025 (2024: $4.8 million). Money was mostly spent on development work associated with the Galena Complex.

 

The following table sets out the Company’s contractual obligations as of March 31, 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

 

$

31,560

 

 

$

31,560

 

 

$ -

 

 

$ -

 

 

$ -

 

Pre-payment facility

 

 

2,500

 

 

 

2,500

 

 

 

-

 

 

 

-

 

 

 

-

 

Credit facility

 

 

10,000

 

 

 

4,200

 

 

 

5,800

 

 

 

-

 

 

 

-

 

Interest on credit facility

 

 

1,089

 

 

 

874

 

 

 

215

 

 

 

-

 

 

 

-

 

Royalty payable

 

 

3,026

 

 

 

3,026

 

 

 

-

 

 

 

-

 

 

 

-

 

Metals contract liability

 

 

44,264

 

 

 

16,282

 

 

 

27,982

 

 

 

-

 

 

 

-

 

Silver contract liability

 

 

20,092

 

 

 

513

 

 

 

14,403

 

 

 

5,176

 

 

 

-

 

Projected pension contributions

 

 

8,343

 

 

 

1,787

 

 

 

2,592

 

 

 

2,837

 

 

 

1,127

 

Decommissioning provision

 

 

19,715

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,715

 

Other long-term liabilities

 

 

1,543

 

 

 

-

 

 

 

643

 

 

 

255

 

 

 

645

 

Total

 

$

142,132

 

 

$

60,742

 

 

$ 51,635

 

 

$ 8,268

 

 

$ 21,487

 

 

 

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 21 of the unaudited condensed interim consolidated financial statements for the three months ended March 31, 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 $0.1 million for the three months ended March 31, 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.

 

16 | Page

 






  

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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 21 – Financial risk management of the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.

 

The Company’s condensed interim consolidated financial statements for the three months ended March 31, 2025, and 2024 contain going concern disclosure

 

The Company’s condensed interim consolidated financial statements for the three months ended March 31, 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

 

Effective January 1, 2025, the Company amended the application of its accounting policy for 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.

 

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 with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026.

 

-

IFRS 18 – Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027.

 

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

 

17 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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.

 

As at March 31, 2025, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.

 

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 at March 31, 2025, there were 649,092,939 common shares and nil preferred shares issued and outstanding.

 

As at May 9, 2025, there were 652,356,884 common shares and nil preferred shares issued and outstanding, and 25,526,666 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 23,910,100. The increase in the common shares between March 31 and May 9 is primarily related to the exercise of the Company’s outstanding options, warrants, and DSUs.

 

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 March 31, 2025, the Company’s CEO and CFO have certified that DC&P and ICFR are effective and that during the period ended March 31, 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 Chris McCann, P.Eng., Vice President, Technical Services of the Company. Mr. McCann 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.

 

18 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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;

 

·

net cash generated from operating activities;

 

·

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.

 

19 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Reconciliation of Average Realized Silver, Zinc and Lead Prices1

 

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Gross silver sales revenue ('000)

 

$ 12,623

 

 

$ 13,588

 

Payable metals and fixed pricing adjustments ('000)

 

 

(53 )

 

 

13

 

Payable silver sales revenue ('000)

 

$ 12,570

 

 

$ 13,601

 

Divided by silver sold (oz)

 

 

391,637

 

 

 

586,051

 

Average realized silver price ($/oz)

 

$ 32.10

 

 

$ 23.21

 

 

 

 

 

 

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Gross zinc sales revenue ('000)

 

$ 9,501

 

 

$ 8,661

 

Payable metals and fixed pricing adjustments ('000)

 

 

(23 )

 

 

-

 

Payable zinc sales revenue ('000)

 

$ 9,478

 

 

$ 8,661

 

Divided by zinc sold (lb)

 

 

7,470,764

 

 

 

7,776,572

 

Average realized zinc price ($/lb)

 

$ 1.27

 

 

$ 1.11

 

 

 

 

 

 

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Gross lead sales revenue ('000)

 

$ 3,412

 

 

$ 4,140

 

Payable metals and fixed pricing adjustments ('000)

 

 

-

 

 

 

4

 

Payable lead sales revenue ('000)

 

$ 3,412

 

 

$ 4,144

 

Divided by lead sold (lb)

 

 

3,788,383

 

 

 

4,429,852

 

Average realized lead price ($/lb)

 

$ 0.90

 

 

$ 0.94

 

 

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

 

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced

 

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241,2

 

Cost of sales ('000)

 

$ 21,139

 

 

$ 21,038

 

Less non-controlling interests portion ('000)

 

 

-

 

 

 

(3,488 )

Attributable cost of sales ('000)

 

$ 21,139

 

 

$ 17,550

 

Divided by silver equivalent produced (oz)

 

 

837,800

 

 

 

1,020,864

 

Cost of sales/Ag Eq oz produced ($/oz)

 

$ 25.23

 

 

$ 17.19

 

 

20 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241,2

 

Cost of sales ('000)

 

$ 10,991

 

 

$ 12,316

 

Divided by silver equivalent produced (oz)

 

 

460,508

 

 

 

788,207

 

Cost of sales/Ag Eq oz produced ($/oz)

 

$ 23.87

 

 

$ 15.63

 

 

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced

 

 

 

 

 

 

 Q1-2025

 

 

Q1-20242

 

Cost of sales ('000)

 

$ 10,148

 

 

$ 8,722

 

Divided by silver equivalent produced (oz)

 

 

377,292

 

 

 

387,761

 

Cost of sales/Ag Eq oz produced ($/oz)

 

$ 26.90

 

 

$ 22.49

 

 

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. Non-cash 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, and employee profit share accruals.

 

Reconciliation of Consolidated Cash Costs/Ag Oz Produced

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241

 

Cost of sales ('000)

 

$ 21,139

 

 

$ 21,038

 

Less non-controlling interests portion ('000)

 

 

-

 

 

 

(3,488 )

Attributable cost of sales ('000)

 

 

21,139

 

 

 

17,550

 

Smelting, refining and royalty expenses in cost of sales ('000)

 

 

(1,068 )

 

 

(1,301 )

Non-cash costs ('000)

 

 

(1,394 )

 

 

152

 

Direct mining costs ('000)

 

$ 18,677

 

 

$ 16,401

 

Smelting, refining and royalty expenses ('000)

 

 

3,234

 

 

 

4,343

 

Less by-product credits ('000)

 

 

(10,737 )

 

 

(10,790 )

Cash costs ('000)

 

$ 11,174

 

 

$ 9,954

 

Divided by silver produced (oz)

 

 

446,207

 

 

 

483,920

 

Cash costs/Ag oz produced ($/oz)

 

$ 25.04

 

 

$ 20.57

 

 

21 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241

 

Cost of sales ('000)

 

$ 10,991

 

 

$ 12,316

 

Smelting, refining and royalty expenses in cost of sales ('000)

 

 

(855 )

 

 

(1,207 )

Non-cash costs ('000)

 

 

(1,311 )

 

 

(278 )

Direct mining costs ('000)

 

$ 8,825

 

 

$ 10,831

 

Smelting, refining and royalty expenses ('000)

 

 

2,460

 

 

 

3,849

 

Less by-product credits ('000)

 

 

(8,920 )

 

 

(9,793 )

Cash costs ('000)

 

$ 2,365

 

 

$ 4,887

 

Divided by silver produced (oz)

 

 

132,444

 

 

 

297,262

 

Cash costs/Ag oz produced ($/oz)

 

$ 17.86

 

 

$ 16.44

 

 

 Reconciliation of Galena Complex Cash Costs/Ag Oz Produced

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Cost of sales ('000)

 

$ 10,148

 

 

$ 8,722

 

Smelting, refining and royalty expenses in cost of sales ('000)

 

 

(213 )

 

 

(156 )

Non-cash costs ('000)

 

 

(83 )

 

 

716

 

Direct mining costs ('000)

 

$ 9,852

 

 

$ 9,282

 

Smelting, refining and royalty expenses ('000)

 

 

774

 

 

 

823

 

Less by-product credits ('000)

 

 

(1,817 )

 

 

(1,661 )

Cash costs ('000)

 

$ 8,809

 

 

$ 8,444

 

Divided by silver produced (oz)

 

 

313,763

 

 

 

311,096

 

Cash costs/Ag oz produced ($/oz)

 

$ 28.08

 

 

$ 27.14

 

 

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.

 

22 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241

 

Cash costs ('000)

 

$ 11,174

 

 

$ 9,954

 

Capital expenditures ('000)2

 

 

3,493

 

 

 

3,938

 

Exploration costs ('000)

 

 

1,249

 

 

 

646

 

All-in sustaining costs ('000)

 

$

  15,916

 

 

$ 14,538

 

Divided by silver produced (oz)

 

 

446,207

 

 

 

483,920

 

All-in sustaining costs/Ag oz produced ($/oz)

 

$

 35.67

 

 

$ 30.04

 

 

Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced

 

 

 

 

 

 

Q1-20251

 

 

Q1-20241

 

Cash costs ('000)

 

$ 2,365

 

 

$ 4,887

 

Capital expenditures ('000)2

 

 

   429

 

 

 

1,881

 

Exploration costs ('000)

 

 

820

 

 

 

123

 

All-in sustaining costs ('000)

 

$

 3,614

 

 

$ 6,891

 

Divided by silver produced (oz)

 

 

132,444

 

 

 

297,262

 

All-in sustaining costs/Ag oz produced ($/oz)

 

$

27.29

 

 

$ 23.18

 

 

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Cash costs ('000)

 

$ 8,809

 

 

$ 8,444

 

Capital expenditures ('000)2

 

 

3,064

 

 

 

3,428

 

Exploration costs ('000)

 

 

429

 

 

 

871

 

All-in sustaining costs ('000)

 

$

12,302

 

 

$ 12,743

 

Divided by silver produced (oz)

 

 

313,763

 

 

 

311,096

 

All-in sustaining costs/Ag oz produced ($/oz)

 

$

 39.21

 

 

$ 40.96

 

 

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.

 

Net Cash Generated from Operating Activities

 

The Company uses the financial measure “net cash generated from operating activities” 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.

 

This is a financial measure disclosed in the Company’s statements of cash flows determined as cash generated from operating activities, after changes in non-cash working capital items.

 

23 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

Reconciliation of Net Cash Generated from Operating Activities

 

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Cash used in operating activities ('000)

 

$ (1,565 )

 

$ (5,016 )

Changes in non-cash working capital items ('000)

 

 

(5,466

)

 

 

5,187

 

Net cash generated from (used in) operating activities ('000)

 

$ (7,031 )

 

$ 171

 

 

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

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Current Assets ('000)

 

$

29,826

 

 

$ 22,874

 

Less current liabilities ('000)

 

 

(57,617

)

 

 

(51,923 )

Working capital ('000)

 

$

 (27,791

)

 

$ (29,049 )

 

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.

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Net loss ('000)

 

$

(18,918

)

 

$ (16,157 )

Depletion and amortization ('000)

 

 

5,509

 

 

 

5,524

 

Interest and financing expense ('000)

 

 

474

 

 

 

689

 

Income tax recovery ('000)

 

 

(28 )

 

 

(15 )

EBITDA ('000)

 

$

(12,963

)

 

$ (9,959 )

Accretion on decommissioning provision ('000)

 

 

160

 

 

 

153

 

Foreign exchange loss (gain) ('000)

 

 

(175 )

 

 

1,136

 

Gain on disposal of assets ('000)

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities ('000)

 

 

9,024

 

 

 

3,046

 

Other loss (gain) on derivatives ('000)

 

 

(709 )

 

 

1,071

 

Fair value loss on royalty payable ('000)

 

 

125

 

 

 

256

 

Adjusted EBITDA ('000)

 

$

(5,504

)

 

$ (4,297 )

 

24 | Page

 






 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2025

 

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

 

 

 

 

 

 

 

 

 Q1-2025

 

 

 Q1-2024

 

Net loss ('000)

 

$

(18,918

)

 

$ (16,157 )

Accretion on decommissioning provision ('000)

 

 

160

 

 

 

153

 

Foreign exchange loss (gain) ('000)

 

 

(175 )

 

 

1,136

 

Gain on disposal of assets ('000)

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities ('000)

 

 

9,024

 

 

 

3,046

 

Other loss (gain) on derivatives ('000)

 

 

(709 )

 

 

1,071

 

Fair value loss on royalty payable ('000)

 

 

125

 

 

 

256

 

Adjusted earnings ('000)

 

$

(11,459

)

 

$ (10,495 )

 

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, and lead prices during each respective period, except as otherwise noted.

 

25 | Page

 

 

EX-99.3 4 usas_ex993.htm CERTIFICATION usas_ex993.htm

EXHIBIT 99.3 

 

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 March 31, 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 January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 9, 2025

 

/s/ Joseph Andre Paul Huet 

 

Joseph Andre Paul Huet

 

Chief Executive Officer

 

 

EX-99.4 5 usas_ex994.htm CERTIFICATION usas_ex994.htm

  EXHIBIT 99.4

 

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 March 31, 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 January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 9, 2025

 

/s/ Warren Varga

 

Warren Varga

 

Chief Financial Officer