EXHIBIT 99.1

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

AMERICAS GOLD AND SILVER CORPORATION (the “Company”)

TO BE HELD ON June 24, 2025

Meeting Date, Location and Purpose

Notice is hereby given that the annual and special meeting (the “Meeting”) of shareholders of the Company will be held at 10:00 a.m. EDT on Tuesday June 24, 2025 in The Green Room at 200 King Street West, Main Lobby, Toronto, ON M5H 3T4.

Given security protocols, the Company will be limiting physical access to the Meeting to registered shareholders and formally appointed proxyholders, and will not be permitting any others (including beneficial shareholders that hold their shares through a broker or other intermediary) to attend. To assist the Company and its representatives in confirming a registered shareholder’s or duly appointed proxy holder’s status – for the purpose of attending the Meeting in person – as safely, efficiently, and easily as possible given building access restrictions the Company requests that those eligible persons wishing to attend the meeting in person provide notice of intention to Heidi Koch by email at hkoch@americas-gold.com by 5pm EDT on Friday June 20, 2025. The Company strongly encourages each Shareholder to submit a proxy (“Proxy”) or voting instruction form (“Voting Instruction Form”) as early as possible, in advance of the Meeting. Shareholders and any other interested persons who are unable or not permitted to attend the meeting in person have the opportunity to listen to a live audio-cast of the meeting at 10:00 a.m. (EDT) on June 24, 2025, which audio-cast can be accessed by Zoom Webinar by Online Link URL: https://zoom.us/webinar/register/WN_qb7ur3yETU2tzHhXD5Yn3w; Toll-Free Dial-In USA and Canada: 1-888-788- 0099; International Toll Number: 1-647-374-4685; Meeting ID: 977 7884 9501; Participant Code: No Code - just dial # to join. Please note it is recommended that you dial-in 10 minutes prior to the start of the meeting. This call will be listen-only and shareholders will not be able to vote or speak at, or otherwise participate in, the meeting via the webinar.

The Meeting will be held for the following purposes:

For detailed information with respect to each of the above matters, please refer to the subsection bearing the corresponding title under “Business of the Meeting” in the attached Management Information Circular. Any capitalized terms used and not otherwise defined in this notice have the definitions as set out in the Circular.

Notice-and-Access

The Company is using the notice-and-access provisions (the “Notice-and-Access Provisions”) provided for under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Company’s Circular to its Shareholders.

Under Notice-and-Access Provisions, instead of receiving paper copies of the Circular, shareholders will be receiving a notice-and-access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered shareholders will still receive a proxy form enabling them to vote at the Meeting. The use of notice-and-access in connection with the Meeting helps reduce paper use, as well as the Company’s printing and mailing costs. The Company will arrange to mail paper copies of the Information Circular to those registered shareholders who have existing instructions on their account to receive paper copies of the Company’s Meeting materials. The Company urges Shareholders to review the Circular before voting.

Accessing Meeting Materials online

The Meeting Materials (as defined in the Circular) can be viewed online under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca; on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov; or on the Company’s website at www.americas- gold.com/investors/shareholder-meeting-documents/.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date the Circular was filed on SEDAR+ and EDGAR, by going to the Company’s website at www.americas-gold.com.

Reference to our website is included in this notice as an inactive textual reference only. Information contained on our website is not incorporated by reference in this notice and should not be considered to be a part of this notice.

To receive the Meeting Materials in advance of the Proxy Deposit Date and Meeting Date, requests for printed copies must be received no later than June 17, 2025.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular. Registered shareholders who are unable to attend the meeting are requested to read, complete, sign and mail the enclosed form of proxy (“Form of Proxy”) in accordance with the instructions set out in the Form of Proxy accompanying this Notice and in the Circular.

Dated at Toronto, Ontario as of May 15, 2025.

EXHIIBIT 99.2 

Notice of Meeting and

Management Information Circular

For the Annual and Special Meeting of Shareholders of

Americas Gold and Silver Corporation

To be held on June 24, 2025

May 15, 2025

www.americas-gold.com

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

AMERICAS GOLD AND SILVER CORPORATION (the “Company”)

TO BE HELD ON June 24, 2025

Meeting Date, Location and Purpose

Notice is hereby given that the annual and special meeting (the “Meeting”) of shareholders of the Company will be held at 10:00 a.m. EDT on Tuesday June 24, 2025 in The Green Room at 200 King Street West, Main Lobby, Toronto, ON M5H 3T4.

Given security protocols, the Company will be limiting physical access to the Meeting to registered shareholders and formally appointed proxyholders, and will not be permitting any others (including beneficial shareholders that hold their shares through a broker or other intermediary) to attend. To assist the Company and its representatives in confirming a registered shareholder’s or duly appointed proxy holder’s status – for the purpose of attending the Meeting in person – as safely, efficiently, and easily as possible given building access restrictions the Company requests that those eligible persons wishing to attend the meeting in person provide notice of intention to Heidi Koch by email at hkoch@americas-gold.com by 5pm EDT on Friday June 20, 2025. The Company strongly encourages each Shareholder to submit a proxy (“Proxy”) or voting instruction form (“Voting Instruction Form”) as early as possible, in advance of the Meeting. Shareholders and any other interested persons who are unable or not permitted to attend the meeting in person have the opportunity to listen to a live audio-cast of the meeting at 10:00 a.m. (EDT) on June 24, 2025, which audio-cast can be accessed by Zoom Webinar by Online Link URL: https://zoom.us/webinar/register/WN_qb7ur3yETU2tzHhXD5Yn3w; Toll-Free Dial-In USA and Canada: 1-888-788- 0099; International Toll Number: 1-647-374-4685; Meeting ID: 977 7884 9501; Participant Code: No Code - just dial # to join. Please note it is recommended that you dial-in 10 minutes prior to the start of the meeting. This call will be listen-only and shareholders will not be able to vote or speak at, or otherwise participate in, the meeting via the webinar.

The Meeting will be held for the following purposes:

For detailed information with respect to each of the above matters, please refer to the subsection bearing the corresponding title under “Business of the Meeting” in the attached Management Information Circular. Any capitalized terms used and not otherwise defined in this notice have the definitions as set out in the Circular.

Notice-and-Access

The Company is using the notice-and-access provisions (the “Notice-and-Access Provisions”) provided for under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Company’s Circular to its Shareholders.

Under Notice-and-Access Provisions, instead of receiving paper copies of the Circular, shareholders will be receiving a notice-and-access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered shareholders will still receive a proxy form enabling them to vote at the Meeting. The use of notice-and-access in connection with the Meeting helps reduce paper use, as well as the Company’s printing and mailing costs. The Company will arrange to mail paper copies of the Information Circular to those registered shareholders who have existing instructions on their account to receive paper copies of the Company’s Meeting materials. The Company urges Shareholders to review the Circular before voting.

Accessing Meeting Materials online

The Meeting Materials (as defined in the Circular) can be viewed online under the Company’s profile on the System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca; on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov; or on the Company’s website at www.americas- gold.com/investors/shareholder-meeting-documents/.

Requesting Printed Meeting Materials

Shareholders can request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date the Circular was filed on SEDAR+ and EDGAR, by going to the Company’s website at www.americas-gold.com.

Reference to our website is included in this notice as an inactive textual reference only. Information contained on our website is not incorporated by reference in this notice and should not be considered to be a part of this notice.

To receive the Meeting Materials in advance of the Proxy Deposit Date and Meeting Date, requests for printed copies must be received no later than June 17, 2025.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular. Registered shareholders who are unable to attend the meeting are requested to read, complete, sign and mail the enclosed form of proxy (“Form of Proxy”) in accordance with the instructions set out in the Form of Proxy accompanying this Notice and in the Circular.

Dated at Toronto, Ontario as of May 15, 2025.

Director Nominees

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

AND

PROXY STATEMENT

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

In this Circular all information provided is current as of May 9, 2025, unless otherwise indicated.

In this Circular, unless otherwise specified or the context otherwise requires, all references to $ are to U.S. dollars and all references to “CDN $” are to Canadian dollars.

SOLICITATION OF PROXIES

THIS CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION, BY OR ON BEHALF OF THE MANAGEMENT OF AMERICAS GOLD AND SILVER CORPORATION (“AMERICAS GOLD” OR THE “COMPANY”), OF PROXIES TO BE USED AT THE COMPANY’S ANNUAL AND SPECIAL MEETING (THE “MEETING”) OF THE HOLDERS (THE “SHAREHOLDERS”) OF COMMON SHARES (“COMMON SHARES”) OF THE COMPANY TO BE HELD AT A TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING (THE “NOTICE OF MEETING”) OR AT ANY ADJOURNMENT THEREOF.

The Company will be hosting the Meeting in The Green Room at 200 King Street West, Main Lobby, Toronto, ON M5H 3T4.

Given security protocols, the Company will be limiting physical access to the Meeting to registered shareholders and formally appointed proxyholders, and will not be permitting any others (including beneficial shareholders that hold their shares through a broker or other intermediary) to attend. To assist the Company and its representatives in confirming a registered shareholder’s or duly appointed proxy holder’s status – for the purpose of attending the Meeting in person – as safely, efficiently, and easily as possible given building access restrictions, the Company requests that those eligible persons wishing to attend the meeting in person provide notice of intention to Heidi Koch by email at hkoch@americas-gold.com by 5pm EDT on Friday June 20, 2025. The Company strongly encourages each Shareholder to submit a proxy (“Proxy”) or voting instruction form (“Voting Instruction Form”) as early as possible, in advance of the Meeting. Shareholders and any other interested persons who are unable or not permitted to attend the meeting in person have the opportunity to listen to a live audio-cast of the meeting at 10:00 a.m. (EDT) on June 24, 2025, which audio-cast can be accessed by Zoom Webinar by Online Link URL: https://zoom.us/webinar/register/WN_qb7ur3yETU2tzHhXD5Yn3w; Toll-Free Dial-In USA and Canada: (888) 788- 0099; International Toll Number: +1 (647) 374-4685; Meeting ID: 977 7884 9501; Participant Code: No Code - just dial # to join. Please note it is recommended that you dial-in 10 minutes prior to the start of the meeting. This call will be listen-only and shareholders will not be able to vote or speak at, or otherwise participate in, the meeting via the webinar.

As a Shareholder of Americas Gold, you have the right to vote your Common Shares in respect of the Share Consolidation (as defined below). To help you make an informed decision, please carefully read this Circular, which h contains a description of the Share Consolidation and other relevant information. Information contained in this Circular should not be construed as financial, legal or tax advice and you are urged to consult your own professional advisors in connection therewith.

References in this Circular to the Meeting include any adjournment or postponement thereof. While it is expected that the solicitation will be made by mail, proxies may be solicited personally or by telephone by directors, officers and employees of the Company. The Company may also use the services of a proxy advisory firm. The aggregate fees for any advisory proxy firm would be borne by the Company.

The record date for the Meeting is May 9, 2025 (the “Record Date”). The Record Date is the date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting. Duly completed and executed proxies must be received by the Company’s transfer agent at the address indicated on the enclosed envelope no later than 10:00

a.m. EDT on June 20, 2025, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting (the “Proxy Deposit Date”).

Notice-and-Access

The Company has elected to use Notice-and-Access Provisions provided for under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of meeting materials to its Shareholders.

The Notice-and-Access Provisions are rules developed by the Canadian Securities Administrators to reduce the volume of materials that must be physically mailed to Shareholders by allowing a reporting issuer to post the relevant meeting materials for a meeting of Shareholders online. The Company believes that the use of the Notice-and-Access Provisions reduces paper waste and mailing costs to the Company.

In order for the Company to utilize Notice-and-Access to deliver proxy-related materials by posting the Circular, the Company’s financial statements for the year ending December 31, 2024 and accompanying Management’s Discussion and Analysis (together and with any other required documentation to be provided to Shareholders in connection with the Meeting, the “Meeting Materials”) electronically on a website that is not the System for Electronic Data Analysis and Retrieval (“SEDAR+”), the Company must send a notice to Shareholders, including non-registered Shareholders, indicating that the Meeting Materials have been posted and explaining how a Shareholder can access them or obtain, from the Company, a paper copy of the Meeting Materials. The Meeting Materials have been posted in full on the Company’s website at https://www.americas-gold.com/investors/shareholder-meeting-documents/ and under the Company’s SEDAR+ profile at www.sedarplus.ca and on the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov.

Although the Company has elected to use the Notice-and-Access Provisions, both registered Shareholders and non- registered Shareholders (beneficial holders) will receive a package that will include either a form of proxy (“Form of Proxy”) (in the case of registered Shareholders) or a Voting Instruction Form (in the case of non-registered Shareholders), among other materials (collectively, the “Printed Materials”). Shareholders may receive multiple packages of these Printed Materials if a Shareholder holds their Common Shares through one or more intermediary (“Intermediary”), or if a Shareholder is both a registered Shareholder and a non-registered Shareholder or beneficial Shareholder.

Should a Shareholder receive multiple packages, a Shareholder should repeat the steps to vote through a proxy, appoint a proxyholder or attend the Meeting, if desired, separately for each package to ensure that all their Common Shares are voted at the Meeting.

Appointment of Proxies

THE PERSONS SPECIFIED IN THE ENCLOSED FORM OF PROXY ARE AUTHORIZED REPRESENTATIVES OF THE COMPANY. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT AS PROXYHOLDER A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY) TO ATTEND, ACT AND VOTE FOR SUCH SHAREHOLDER AT THE MEETING OTHER THAN THOSE NAMED IN THE ENCLOSED FORM OF PROXY.

The Company has determined that those registered and beneficial Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials together with the Notice of Meeting and Form of Proxy or Voting Instruction Form.

The Company will deliver copies of the applicable proxy-related Meeting Materials directly to registered and non- objecting beneficial Shareholders, through the services of its registrar and transfer agent, Computershare Investor Services Inc.

Any Shareholder who wishes to receive a paper copy of the Meeting Materials must contact the Company’s transfer agent, Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, by telephone at 1-866-964-0492 (toll free from Canada and U.S.) or 1-514-982-7555 (International). In order to ensure that a paper copy of the Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Circular and return a proxy or Voting Instruction Form prior to the deadline to receive proxies, it is strongly suggested that a Shareholder ensure their request is received no later than June17, 2025.

All Shareholders may call the toll-free number for Computershare Investor Services Inc. listed above in order to obtain additional information regarding Notice-and-Access or to obtain a paper copy of the Meeting Materials, up to and including the date of the Meeting, including any adjournment or postponement of the Meeting.

Voting by Registered Shareholders

A registered Shareholder appointing a proxyholder may indicate the manner in which the appointed proxyholder can vote with respect to any specific item by checking the space opposite the item on the Form of Proxy. If the Shareholder submitting the Form of Proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item should be left blank. The Common Shares represented by the Form of Proxy submitted by a Shareholder will be voted or withheld from voting in accordance with the directions, if any, given in the Form of Proxy. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

Voting Common Shares by Proxy

Registered shareholders at the close of business on May 9, 2025 may vote their proxies as follows:

Deadline for Receipt of Proxies

All duly completed and executed Forms of Proxy must be received, via mail or internet, by the Proxy Deposit Date. Notwithstanding the foregoing, the Chair of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so. A registered Shareholder attending the Meeting has the right to vote in person and if he does so, his proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment or postponement thereof.

Revocation of Proxies

A proxy submitted pursuant to this solicitation may be revoked in any manner permitted by law and by written notice, signed by the Shareholder or by the Shareholder’s attorney authorized in writing (or, if the Shareholder is a corporation, by a duly authorized officer or attorney), and deposited with the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof, at which the proxy is to beused.

A proxy submitted pursuant to this solicitation may also be revoked prior to the commencement of voting by attending the Meeting in person and registering with the scrutineers as a registered Shareholder personally present. The revocation of a proxy does not affect any matter on which a vote has been taken before the revocation.

Exercise of Discretion by Proxies

The persons named in the enclosed Form of Proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, the relevant Common Shares will be voted in favour of the passing of all the resolutions described below.

The enclosed Form of Proxy confers discretionary authority on the persons named in the proxy with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, the Company’s management team (“Management”) knows of no such amendments, variations or other matters to come before the Meeting. However, if amendments or variations to any other matters which are not now known to Management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

Voting by Non-Registered Shareholders

Only registered Shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most Shareholders of the Company are “non-registered” shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the non- registered shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting Common Shares for the broker’s clients. Therefore, non-registered shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from non-registered shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return and voting instructions to clients, which should be carefully followed by non- registered Shareholders in order to ensure that their Common Shares are voted at the Meeting. Common Shares beneficially owned by a non-registered Shareholder are registered either:

In accordance with applicable securities law requirements, the Company will distribute copies of the Notice of Meeting and the Form of Proxy (which includes a place to request copies of the Company’s annual and/or interim financial statements and MD&A or to waive the receipt of the annual and/or interim financial statements and MD&A) together with the Meeting Materials in the case of certain non-registered Shareholders to the clearing agencies and intermediaries for distribution to non-registered Shareholders.

Intermediaries are required to forward the applicable proxy-related materials to non-registered Shareholders unless a non-registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the proxy-related materials to non-registered Shareholders. Generally, non-registered Shareholders who have not waived the right to receive proxy-related materials will either:

In either case, the purpose of these procedures is to permit non-registered Shareholders to direct the voting of the Common Shares of the Company that they beneficially own. Since only registered Shareholders and their proxies may attend and vote at the Meeting, if a non-registered Shareholder attends the Meeting the Company will have no record of the non-registered Shareholder’s shareholding or of his, her or its entitlement to vote unless the non- registered Shareholder’s nominee has appointed the non-registered Shareholder as proxyholder. Therefore, a non- registered Shareholder who receives one of the above forms and wishes to vote at the Meeting in person (or have another person attend and vote on behalf of the non-registered Shareholder) should strike out the names of the persons listed and insert the non-registered Shareholder’s or such other person’s name in the blank space provided. In either case, non-registered Shareholders should carefully follow the instructions of their intermediary, including those regarding when and where the proxy or Voting Instruction Form is to be delivered.

A non-registered Shareholder who has submitted a proxy may revoke it by contacting the intermediary through which the non-registered Shareholder’s Common Shares are held and following the instructions of the intermediary respecting the revocation of proxies.

In all cases it is important that the Voting Instruction Form or Form of Proxy be received by the intermediary or its agent sufficiently in advance of the deadline set forth in the Notice of Meeting to enable the intermediary or its agent to provide voting instructions on your behalf before thedeadline.

Voting Shares and Principal Holders Thereof

As of the Record Date, the Company had 652,356,884 Common Shares issued and outstanding. Each Common Share carries the right to one vote on all matters to be acted on at the Meeting. Each registered Shareholder on the Record Date will be entitled to vote at the Meeting or any adjournment or postponement thereof. All such registered Shareholders are entitled to attend and vote in person at the Meeting, the Common Shares held by them or, provided a completed and executed proxy has been delivered to the Company’s transfer agent by the Proxy Deposit Date, to attend and vote by proxy at the Meeting the Common Shares held by them.

To the knowledge of the directors and officers of the Company, as of the Record Date, there are no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company, other than, Mr. Eric Sprott, who directly or indirectly, beneficially owns or exercises control or discretion over 120,259,8491 Common shares representing approximately 18% of the issued and outstanding Common Shares as of the Record Date.

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___________________________

1 Based on the Early Warning Report of Mr. Eric Sprott dated December 19, 2024.

BUSINESS OF THE MEETING

Item 1 – Presentation of Audited Financial Statements

Copies of the Company’s audited financial statements for the financial year ended December 31, 2024, together with the auditors’ report thereon, have been made available or mailed to any registered and beneficial shareholders that have duly requested them and will be submitted to the Meeting. No vote is required nor will be taken on the financial statements, and the auditor’s report thereon and receipt of such financial statements will not constitute approval or disapproval of any matters referred to therein.

Copies of the audited financial statements may be obtained by contacting the Company’s registered office at Suite 2870, 145 King Street West, Toronto, Ontario M5H 1J8, by visiting the Company’s website at https://www.americas- gold.com/investors/shareholder-meeting-documents/, or by going to the Company’s profile on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov.

Item 2 – Election of Directors

There are currently seven (7) directors on the Board (one of whom is not standing for re-election at the Meeting) and one director nominee for a total of seven nominees for election at the Meeting. Under the by-laws of the Company, directors of the Company are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed in accordance with the by-laws.

In the absence of instruction to the contrary, the persons named in the accompanying Form of Proxy intend to vote FOR the election of each of the individuals nominated for election as a director and named herein (each, a “Nominee”).

The election of directors at the Meeting will be governed by the majority voting requirements under the Canada Business Corporations Act (the “CBCA”), which came into force on August 31, 2022. Specifically, the CBCA requires that, for elections at which there is only one candidate nominated for each position available on the Board, shareholders vote “for” or “against” individual directors (rather than “for” or “withhold”) and each candidate is elected only if they receive a majority of votes cast in their favour. The CBCA provides that if an incumbent director is not elected in those circumstances, the director may continue in office until the earlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed or elected.

Six of the Nominees presently serve as directors of the Company and have served since the dates set forth in the tables below.

Management does not contemplate that any of the Nominees will be unable to serve as director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies to be voted in favour of such Nominee(s) may be voted by the person(s) designated by Management in the enclosed Form of Proxy, in their discretion, in favour of another nominee.

The following tables contain brief biographies for each of the Nominees, including their principal occupations, business or employment within the past five years, name, province or state and country of residence, age, independence status, board and committee attendance record, other public board memberships, date they first became a director of the Company and number of Common Shares, other securities and stock options beneficially owned by each Nominee or the person’s associates or affiliates as at May 9, 2025. The statement as to the Common Shares, stock options and other securities beneficially owned, directly or indirectly, or over which control or direction is exercised by the Nominees as at Record Date in each instance has been provided by the respective Nominee. The DSUs represent a deferred payment of the director’s board fees and are redeemable for cash or Common Shares of the Company (in the Company’s discretion) at the time of resignation from the Board based on the value of the Common Shares at the time of redemption.

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Corporate Cease Trade Orders, Bankruptcies and Insolvencies

Except as disclosed below, as at the date of this Circular and within the 10 years before the date of this Circular, none of the Nominees:

Mr. Kipp was a director of a wholly-owned subsidiary of Shiny Health & Wellness Corp. (“Shiny Health”), Shiny Bud Inc. (“Shiny Bud”), when, on May 28, 2024, Shiny Bud filed a Notice of Intention to Make a Proposal pursuant to the provisions of the Bankruptcy and Insolvency Act (Canada) (the “BIA”). On June 5, 2024, the Ontario Securities Commission issued a cease trade order in respect of each security of Shiny Health for not filing certain annual disclosure. Such cease trade order remains in effect. Subsequently, on November 25, 2024, Shiny Health made an assignment into bankruptcy pursuant to the BIA.

Mr. Pridham, a Board member of the Company and a Nominee, was Chairman on the Board of CHC Student Housing Inc. (“CHC”) when CHC was subject to a management cease trade order that was in effect for more than 30 consecutive days. On May 5, 2017, the Ontario Securities Commission (the “OSC”) issued a management cease trade order against the securities of CHC until CHC prepared and filed its annual audited financial statements, management’s discussion and analysis and related certifications for the period ended December 31, 2016. On July 4, 2017, the OSC revoked the management cease trade order after CHC filed all required records.

Penalties and Sanctions

To the Company’s knowledge, none of the Nominees has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

Additional Information regarding the Board

For additional information regarding the Company’s Board, including compensation, corporate governance practices, independence and directorships of other public company boards, see “Statement of Executive & Director Compensation – Director Compensation” and “Statement of Corporate Governance Practices”.

Item 3 – Appointment of Auditor

The current auditors of the Company are PricewaterhouseCoopers LLP, Chartered Accountants, Toronto, Ontario (“PwC”). At the Meeting, the holders of Common Shares will be requested to appoint PwC as auditors of the Company to hold office until the next annual meeting of Shareholders or until a successor is appointed, and to authorize the Board to fix the auditors’ remuneration.

Unless authority to do so is withheld or in the absence of instruction to the contrary, the persons named in the accompanying Form of Proxy intend to vote FOR the re-appointment of PwC as auditor of the Company until the close of the next annual meeting of shareholders and to authorize the directors to fix theirremuneration.

External Auditor’s Service Fees

The fees billed by the Company’s external auditor in the last two fiscal years for audit fees are as follows:

Additional information with respect to external auditor fees for past services is available in our annual information form for the year ended December 31, 2024 under the heading “Audit Committee – External Auditor Service Fees”, which can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Item 4 – Re-Approval of Deferred Share Unit Plan

The Company has adopted a DSU Plan (as defined below) for directors, officers and employees of the Company, prepared in compliance with the policies of the Toronto Stock Exchange (the “TSX”) and approved by the Company’s shareholders. See “Additional Disclosure – Long-Term Incentive Plans – Deferred Share Unit Plan” for a summary description of the DSU Plan.

On May 7, 2025, the Board approved the amendment and restatement of the DSU Plan to incorporate (a) amendments to reflect recent developments in applicable Canadian market practice, and best corporate governance practices, including to enable the Company to clawback or recoup any DSUs issued or payments made under the DSU Plan and

(b) amendments of a “housekeeping” or administrative nature (the “DSU Plan Housekeeping Amendments”). In accordance with Section 8.2 of the DSU Plan, the DSU Plan Housekeeping Amendments did not require shareholder approval.

Since the adoption of the DSU Plan, the Board granted an aggregate of 8,432,574 DSUs to directors of the Company in lieu of fees. The number of DSUs granted on a quarterly basis is calculated based on the fees owed for the applicable quarter, divided by the VWAP of the Common Shares of the Company for the 5 days preceding the end of each quarter, with an increase to the number of DSUs to be granted at a factor of 1.25 of the fees earned. As of the date hereof, there are 7,145,147 DSUs outstanding and the Common Shares issuable on settlement of the outstanding DSUs represent approximately 1.09% of the currently issued and outstanding Common Shares.

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In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the DSU Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders on June 29, 2022, Shareholders are required to approve all unallocated DSUs issuable pursuant to the DSU Plan by no later than June 29, 2025. Accordingly, Shareholders are being asked at the Meeting to pass an ordinary resolution, with or without variation, approving all unallocated DSUs, rights or other entitlements under the DSU Plan.

Shareholders will therefore be asked at the Meeting to pass the following ordinary resolution, with or without variation, relating to the approval as described above:

“BE IT RESOLVED THAT:

The full text of the DSU Plan is set out in Schedule “B” appended to this Circular. The DSU Plan will be available for inspection and placed before the Shareholders for approval at the Meeting.

The TSX requires that the resolution approving all unallocated options, rights or other entitlements under the DSU Plan be passed by the affirmative vote of at least a majority of the votes cast, by proxy or in person at the Meeting.

The TSX has conditionally approved the re-approval of the DSU Plan (and the unallocated DSUs, rights and entitlements thereunder), subject to approval of the ordinary resolution in respect of the re-approval of the DSU Plan (and the unallocated DSUs, rights and entitlements thereunder) by a majority of votes cast on the resolution at the Meeting and satisfaction of its other usual conditions. As a result, the holders of Common Shares will be asked at the Meeting to approve the aforementioned ordinary resolution.

Unless the shareholder directs that his or her Common Shares should be voted against the foregoing resolution, the persons named in the enclosed form of proxy intend to vote FOR the resolution approving the unallocated DSUs under the DSU Plan of the Company.

Item 5 – Re-Approval of Share Unit Plan (formerly the RSU Plan) and Approval of the Proposed Share Unit Plan  Amendment

The Company is proposing to adopt a Share Unit Plan (as defined below; formerly the Restricted Share Unit Plan) to allow the Company to settle awards of restricted share units and performance share units in cash or by issuing Common Shares, prepared in compliance with the policies of the TSX. See “Additional Disclosure – Long-Term Incentive Plans – Share Unit Plans” for a summary description of the Share Unit Plan.

In connection with the Meeting, the Company is proposing to amend and restate the existing Share Unit Plan, subject to approval by shareholders at the Meeting, to amend section 5.2 (Amendments) thereof (the “Proposed Share Unit Plan Amendment”), which requires shareholder approval under the mandatory requirements of the TSX, and (a) incorporate the ability of the Company to issue PSUs, (b) amendments to reflect recent developments in applicable Canadian employment case law, market practice, and best corporate governance practices, including to (i) clarify the impact of termination of a Unit Participant (as defined below) employment on their outstanding RSUs and/or PSUs (each, as defined below), as applicable; and (ii) enable the Company to clawback or recoup any RSUs or PSUs issued or payments made under the Share Unit Plan, and (c) amendments of a “housekeeping” or administrative nature.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Share Unit Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders on June 29, 2022, Shareholders are required to approve all unallocated options issuable pursuant to the Share Unit Plan by no later than June 29, 2025. Accordingly, Shareholders are being asked at the Meeting to pass an ordinary resolution with or without variation, approving all unallocated RSUs, rights or other entitlements under the Share Unit Plan.

Shareholders will therefore be asked at the Meeting to pass the following ordinary resolution, with or without variation, relating to the approval as described above:

“BE IT RESOLVED THAT:

The full text of the Share Unit Plan is set out in Schedule “C” appended to this Circular. The Share Unit Plan will be available for inspection and placed before the Shareholders for approval at the Meeting.

The TSX requires that the resolution approving all unallocated options, rights or other entitlements under the Share Unit Plan be passed by the affirmative vote of at least a majority of the votes cast, by proxy or in person at the Meeting.

The TSX has conditionally approved the re-approval of the Share Unit Plan (and the unallocated RSUs, PSUs, rights and entitlements thereunder), subject to approval of the ordinary resolution in respect of the re-approval of the Share Unit Plan (and the unallocated RSUs, PSUs, rights and entitlements thereunder) and the Proposed Share Unit Plan Amendment by a majority of votes cast on the resolution at the Meeting and satisfaction of its other usual conditions. As a result, the holders of Common Shares will be asked at the Meeting to approve the aforementioned ordinary resolution.

Unless the shareholder directs that his or her Common Shares should be voted against the foregoing resolution, the persons named in the enclosed form of proxy intend to vote FOR the resolution approving the Share Unit Plan and the unallocated RSUs and PSUs under the Share Unit Plan of the Company.

Item 6 – Re-Approval of Stock Option Plan and Approval of the Proposed Stock Option Plan Amendments

The Company is proposing to adopt a Stock Option Plan (as defined below) for officers, directors, employees and consultants of the Company, prepared in compliance with the policies of the TSX. See “Additional Disclosure – Long- Term Incentive Plans – Stock Option Plan” for a summary description of the Stock Option Plan.

In connection with the Meeting, the Company is proposing to amend and restate the existing Stock Option Plan, subject to approval by shareholders at the Meeting, to amend section 1.5 (Amendment and Termination) thereof (the “Proposed Stock Option Plan Amendments”), which requires shareholder approval under the mandatory requirements of the TSX, and make certain other amendments that, in accordance with Section 1.5(c) of the Stock Option Plan, do not require shareholder approval (a) to reflect recent developments in applicable Canadian employment case law, market practice, and best corporate governance practices, including to (i) clarify the impact of termination of a SOP Participant’s (as defined below) employment on their outstanding Options; (ii) update the definitions of “Change of Control” and “Fair Market Value”; and (iii) enable the Company to clawback or recoup any Shares issued or payments made under the Stock Option Plan and (b) amendments of a “housekeeping” or administrative nature.

As at May 9, 2025, stock options to purchase a total of 25,526,666 Common Shares were issued and outstanding under the Stock Option Plan, representing approximately 3.91% of the issued and outstanding Common Shares on such date.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Stock Option Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders on June 29, 2022, Shareholders are required to approve all unallocated options issuable pursuant to the Stock Option Plan by no later than June 29, 2025. Accordingly, Shareholders are being asked at the Meeting to pass an ordinary resolution, with or without variation, approving all unallocated Options, rights or other entitlements under the Stock Option Plan.

Shareholders will therefore be asked at the Meeting to pass the following ordinary resolution, with or without variation, relating to the approval as described above:

“BE IT RESOLVED THAT:

The full text of the Stock Option Plan is set out in Schedule “D” appended to this Circular. The Stock Option Plan will be available for inspection and placed before the Shareholders for approval at the Meeting.

The TSX requires that the resolution approving all unallocated options, rights or other entitlements under the Stock Option Plan be passed by the affirmative vote of at least a majority of the votes cast, by proxy or in person at the Meeting.

The TSX has conditionally approved the re-approval of the Stock Option Plan (and the unallocated options, rights and entitlements thereunder) and the Proposed Stock Option Plan Amendments, subject to approval of the ordinary resolution in respect of the re-approval of the Stock Option Plan (and the unallocated options, rights and entitlements thereunder) and the Proposed Stock Option Plan Amendments, by a majority of votes cast on the resolution at the Meeting and satisfaction of its other usual conditions. As a result, the holders of Common Shares will be asked at the Meeting to approve the aforementioned ordinary resolution.

Unless the shareholder directs that his or her Common Shares should be voted against the foregoing resolution, the persons named in the enclosed form of proxy intend to vote FOR the resolution approving the Stock Option Plan and the unallocated options under the Stock Option Plan of the Company.

Item 7 – Share Consolidation

At the Meeting, Shareholders will be asked to consider, and if deemed advisable to approve, the Share Consolidation Special Resolution (as defined below), authorizing, an amendment to the articles of the Company to consolidate its outstanding Common Shares (the “Share Consolidation”) on such basis as the Board may determine, in its sole discretion, provided that the Share Consolidation shall not be greater than on a five-to-one basis (the “Consolidation Ratio”). The Board may, in its sole discretion, determine to use a Consolidation Ratio which may be less than five-to- one, and subject to the Company continuing to meet the distribution requirements of the TSX and the continued listing standards of the NYSE American. Subject to the approval of the TSX and authorization of the NYSE American, approval of the Share Consolidation Special Resolution by Shareholders would give the Board authority to implement the Share Consolidation at any time prior to the next annual meeting of Shareholders. Notwithstanding approval of the proposed Share Consolidation by Shareholders, the Board, in its sole discretion, may revoke the Share Consolidation Special Resolution and abandon the Share Consolidation without further approval or action by or prior notice to the Shareholders.

As the Common Shares trade on the TSX and the NYSE American, the Share Consolidation is subject to the approval of the TSX and authorization of the NYSE American. Assuming approval of the Share Consolidation is obtained from Shareholders and the TSX and NYSE American, as applicable, and the Board decides to proceed with the Share Consolidation, it will take effect on a date to be coordinated with the TSX and NYSE American and announced in advance by the Company. No further action on the part of the Shareholders would be required in order for the Board to implement the Share Consolidation.

The Board’s selection of the specific Consolidation Ratio will be based upon, among other things, the then current and historical prices of the Common Shares and expected stability of that price.

With the exception of the anticipated post-consolidation common share numbers set forth in this section, Common Share numbers set forth in this Circular do not reflect the effect of the proposed Share Consolidation.

Background and Reasons for the Share Consolidation

Potential for Increased and More Attractive Share Price

The Company believes that it is desirable for its Common Shares to trade at a higher price per common share. An increase in trading price of the Common Shares could heighten the interest of the financial community in the Company and potentially broaden the pool of investors who may consider investing or may be able to invest in the Company, potentially increasing the trading volume and liquidity of its Common Shares. The Share Consolidation may also help to attract institutional investors or fund managers who have internal policies that either prohibit them from purchasing stocks below a certain minimum price or tend to discourage individual brokers from recommending such shares to their customers, including institutional investors, indexes, investment funds and exchange-traded funds that are prohibited from purchasing shares below a certain minimum price threshold.

Reduced Shareholder Transaction Costs

Certain investors pay commissions on a per share basis on a purchase or sale of common shares. The Share Consolidation would raise the price per Common Share. As a result, certain investors may pay lower trading commissions when trading a fixed dollar value of Common Shares (i.e., fewer Common Shares could be traded).

Improved Trading Liquidity and Reduced Volatility

The combination of potentially lower transaction costs and increased interest from institutional investors and investment funds could ultimately improve the trading liquidity of the Company’s Common Shares.

The higher anticipated trading price of the post-consolidation Common Shares may result in less volatility as a result of small changes in the share price of the Common Shares. For example, a nominal price movement will result in a less significant change (in percentage terms) in the market capitalization of the Company.

Consolidation Conditional Upon Decision of the Board

If the Share Consolidation Special Resolution is approved by Shareholders, the Share Consolidation would be implemented, if at all, only upon a determination by Board that it is in the best interests of the Company at that time. In connection with any determination to implement the Share Consolidation, the Board will determine the timing for the Share Consolidation to become effective and the final Consolidation Ratio to be used. No further action on the part of the Shareholders will be required in order for the Board to implement the Share Consolidation.

If the Board does not implement the Share Consolidation prior to the next annual meeting of Shareholders, the authority granted by the Share Consolidation Special Resolution to implement the Share Consolidation on these terms will lapse and be of no further force or effect. The Share Consolidation Special Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if they determine, in their sole discretion, to do so.

Principal Effects of the Share Consolidation

If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding Common Shares by a factor equal to the Consolidation Ratio selected by the Board.

For illustrative purposes only, based on the range of exchange ratios proposed, the number of issued and outstanding Common Shares would be reduced as follows:

The Company does not expect the Share Consolidation itself to have any economic effect on Shareholders or securities convertible into or exercisable to acquire Common Shares, except to the extent the Share Consolidation will result in fractional post-consolidation Common Shares. See “No Fractional Shares” below.

Voting rights and other rights of Shareholders prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional post- consolidation Common Shares as described below. The exercise or conversion price and the number of Common Shares issuable under any outstanding convertible securities of the Company, including outstanding Options, DSUs, RSUs, PSUs and warrants, will be adjusted in accordance with their respective terms on the same basis as the Share Consolidation.

No Fractional Shares

No fractional post-consolidation Common Shares will be issued in connection with the Share Consolidation and no cash will be paid in lieu of fractional post-consolidation Common Shares. In the event that a Shareholder would otherwise be entitled to receive a fractional post-consolidation Common Share upon the completion of the Share Consolidation, such fractional post-consolidation Common Share will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration.

No Dissent Rights

Shareholders are not entitled to exercise any statutory dissent rights with respect to the Share Consolidation.

Accounting Consequences

If the Share Consolidation is implemented, net income or loss per share, and other per share amounts, will be increased because there will be fewer Common Shares issued and outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Share Consolidation took effect would be recast to give retroactive effect to the Share Consolidation.

Tax Considerations

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDIN GTHE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS.

Exchange Approval

Assuming Shareholders approve the Share Consolidation Special Resolution at the Meeting, and assuming the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to acceptance by the TSX and authorization by the NYSE American, and confirmation that, on a post-Share Consolidation basis, the Company would continue to meet all of the applicable continued listing requirements of the TSX and the NYSE American. If the TSX does not accept or the NYSE American does not authorize the Share Consolidation, the Company will not proceed with the Share Consolidation.

Procedure for Implementing the Share Consolidation

If the Board decides to proceed with the Share Consolidation and assuming that Shareholders approval for the Share Consolidation is received at the Meeting and all regulatory approvals are obtained, including the approval of the TSX and the authorization of the NYSE American, as the case may be, the Share Consolidation will only become effective upon the filing by the Company of articles of amendment with the Director under the CBCA giving effect to the Share Consolidation and the issuance by the Director of a certificate of amendment in respect thereof. Under the CBCA, Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

The Company will issue a press release announcing the filing of the articles of amendment giving effect to the Share Consolidation, and, in accordance with the rules of the TSX and the NYSE American, as the case may be, the post- Share Consolidation Common Shares will be assigned a new CUSIP number. Registered shareholders should then, at that time, complete, sign and return the letter of transmittal (the “Letter of Transmittal”) that will be sent to them, along with the share certificate(s) representing their pre-Share Consolidation Common Shares, to Computershare Investor Services Inc. at one of the addresses set out in the Letter of Transmittal. Upon receipt of a properly completed and signed Letter of Transmittal and the share certificate(s) referred to in the Letter of Transmittal, the Company will arrange to have a new share certificate representing the appropriate number of post-Share Consolidation Common Shares delivered in accordance with the instructions provided by the holder in the Letter of Transmittal. No delivery of a new share certificate to a Shareholder will be made until the Shareholder has surrendered his or her current share certificates. Until surrendered, each share certificate formerly representing pre- Consolidation Common Shares will be deemed for all purposes to represent the number of post-Share Consolidation Common Shares to which the Shareholder is entitled as a result of the Share Consolidation. Shareholders should neither destroy nor submit any share certificates until instructed to do so.

There can be no assurance, however, that the total market capitalization of the Company (the aggregate value of all Common Shares at the market price then in effect) immediately after the Share Consolidation will be equal to or greater than the total market capitalization immediately before the Share Consolidation. In addition, there can be no assurance that the per-share market price of the Common Shares following the Share Consolidation will equal or exceed the direct arithmetical result of the Share Consolidation. In addition, a decline in the market price of the Common Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a Share Consolidation and the liquidity of the Common Shares could be adversely affected.

In addition to the outstanding Common Shares, the Common Shares currently reserved for issuance by the Company pursuant to outstanding stock options, RSUs, DSUs, PSUs and other convertible securities (including Common Share purchase warrants under the warrant indenture between the Company and Computershare Trust Company of Canada dated March 27, 2024), as applicable, may be adjusted to give effect to the Share Consolidation.

If Common Shares are registered in the name of a nominee (e.g. a trust company, securities broker, or other financial institution), a shareholder will not receive a Letter of Transmittal and should contact its nominee to determine if anything needs be done to effect the consolidation of the Common Shares.

Certain Risks Associated with the Share Consolidation

The Board believes that it is in the best interest of the Company to reduce the number of outstanding Common Shares by way of the Share Consolidation; however, there are certain risks associated with the Share Consolidation, including, but not limited to the following risks.

Shareholder Approval of the Share Consolidation Special Resolution

At the Meeting, Shareholders will be asked to consider, and if deemed advisable to pass, with or without variation, a special resolution (the “Share Consolidation Special Resolution”), approving the Share Consolidation. The full text of the Share Consolidation Special Resolution is set out below.

In order to be passed, the Share Consolidation Special Resolution must be approved by at least two-thirds (66⅔%) of the votes cast by the holders of the Common Shares, either present in person or represented by proxy and entitled to vote at the Meeting.

The Board unanimously recommends that Shareholders vote FOR the Share Consolidation Special Resolution. Unless otherwise instructed, the persons designated in the enclosed form of proxy intend to vote FOR the Share Consolidation Special Resolution.

Share Consolidation Special Resolution

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

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STATEMENT OF EXECUTIVE & DIRECTOR COMPENSATION

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Company’s executive compensation policies and practices, including information about the compensation of the Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and the three other most highly compensated officers of the Company, who served as executive officers of the Company during the financial year ended December 31, 2024 (collectively the “NEOs”) are discussed in this section.

Compensation Discussion and Analysis

Unless otherwise noted the following discussion and analysis relates to fiscal year 2024 prior to the closing of the Galena Consolidation Transaction (as defined below) on December 19, 2024.

Compensation Philosophy and Policy

The Company’s overall strategic objective is to expand its production through the development of its own projects and consolidation of complementary projects. As part of its business strategy the Company is focused on:

During fiscal 2024 and in previous years, the goal of the Company’s compensation program was to support the above strategic objectives by attracting, retaining and inspiring performance by members of Management to further the future success and growth of the Company through competitive compensation, paying for performance, aligning compensation with the shareholders’ interests, and providing the flexibility necessary to accommodate the needs of the Company in changing business and market conditions. In particular, the Company’s compensation program aimed to support growth by rewarding:

In connection with the completion of the Company’s acquisition of the remaining 40% interest in the Galena Complex (“Galena”) in Idaho, USA (the “Galena Consolidation Transaction”) from an affiliate of Eric Sprott, the Company underwent significant changes to its board of directors and changes to the senior management team. The Company’s Board was reconstituted to consist of 50% new directors, being Paul Huet, Scott Hand and Peter Goudie, and 50% of the existing directors of the Company, being Gordon Pridham, Brad Kipp and Lorie Waisberg6.

As part of these significant changes, the Company has adopted changes to its compensation philosophy, policies and practices, including the adoption of a Human Resources and Compensation Policy that was approved and adopted on March 25, 2025. It was developed with the CCG Committee and covers the oversight and governance of the attraction, retention, and compensation of executives as well as setting out the Company’s philosophy, policy and practice for the management of executive talent and is being utilized for fiscal 2025 and onward. This policy will be reviewed annually and will be updated as necessary, subject to Board review and approval.

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6 Mr. Waisberg is not standing for re-election at the Meeting.

Guided by this policy and the Compensation and Corporate Governance Committee Charter, as well as the input of external advisors where appropriate, the Company’s approach to compensation will be guided by, among other things:

Although not applicable to fiscal 2024 compensation detailed in this report, for fiscal 2025 and going forward, the policy of the Company is that total compensation for Executives and directors of the Company (including base salary and short-term and long- term incentive elements) target the 75th percentile of the peer group (further detailed below).

The compensation of individual Executives may be modified to reflect the circumstances of their role in the Company (e.g. performance and retention) and in recognition of competitive market trends and the position’s compensation target. The Company’s policy and approach to compensation is intended to assist in:

Role of the Compensation and Corporate Governance Committee

The CCG Committee assists the Board in overseeing certain compensation and succession planning matters as well as fulfilling the corporate governance and director nominating responsibilities of the Company. The CCG Committee for the fiscal year 2024 prior to the closing of the Galena Consolidation Transaction was composed of Lorie Waisberg (Chair), Alex Davidson and Gord E. Pridham and is currently composed of Peter Goudie (Chair), Scott Hand, and Lorie Waisberg, each of whom is or were “independent” within the meaning of National Instrument 52-110 – Audit Committees. Mr. Waisberg is not standing for re-election at the Meeting and following close of the Meeting will no longer be a member of the Board or serve on the CCG Committee (or any other committee of the Board) Each of the members of the CCG Committee has direct experience in the management and administration of compensation matters in their role as an officer or a board member. This experience has involved the planning and development of such programs and an analysis of competitive trends in compensation and pay for performance. Collectively, the attributes and experiences of the members ensure that the CCG Committee will function effectively in reviewing, assessing and recommending to the Board appropriate compensation and corporate governance policies and practices for the Company (see “Item 2 – Business of the Meeting – Election of Directors”) for detailed biographical information of the CCG Committee members.

The CCG Committee is responsible for oversight of the Company’s compensation policies and practices in support of the Company’s business strategy, as well as matters relating to the Company’s corporate governance, board nominations, objective setting and performance reviews, human resources, disclosure and risk management. See “Statement of Corporate Governance Practices” elsewhere in this Circular for further information regarding the CCG Committee’s roles and responsibilities beyond compensation-related matters. Among other matters, the CCG Committee is generally responsible for the following compensation related matters:

The CCG Committee is authorized to investigate any matter under its responsibility, to seek any information it requires from any employee or contractor and to obtain, at the cost of the Company, outside professional advice if it considers it appropriate to do so. The CCG Committee meets at least twice a year and conducts an annual self- assessment of its performance and its charter.

Compensation Review Process

For 2024 and previously, on an annual basis, the CCG Committee’s business includes a review of the attainment of performance targets established for the payout, if any, of the annual cash bonus awards for the current year as well as the proposed bonus targets for the next following year including selection of the performance criteria, establishment of the performance targets, the participants in the executive incentive bonus programs, the percentage of a participants salary subject to an award and the establishment of individual and corporate objectives. The end-of-year meeting of the CCG Committee may also include a review and recommendation to the Board of proposed changes to base salary as well as the proposed grant of long-term incentive awards comprised of time- based share unit awards (RSUs, as defined below) or stock options to acquire the Company’s Common Shares (Options, as defined below) to eligible participants.

In conducting its annual review, the CCG Committee has regard to current compensation levels and practices including published industry surveys, independent reports and other publicly available data. In addition, the CCG Committee is authorized to retain theservices of an independent compensationconsultantto fulfill its responsibilities, with a view to ensuring that the compensation arrangements are supportive of the Company meeting its business objectives. The compensation arrangements are then reviewed by the CCG Committee having regard to the above-mentioned practices and data as well as internal data and recommendations provided by the CEO. The review of proposed compensation matters by the CCG Committee and the approval thereof by the Board (both of which are comprised of a majority of independent directors) provides the independent directors with significant input into such compensation decisions. See “Board Committees – Compensation and Corporate Governance Committee” for further details on the responsibilities of the CCG Committee.

Compensation Consultant

From time to time, the CCG Committee engages the services of an independent executive compensation consulting firm that is intended to represent the interests of Shareholders when advising the CCG Committee and the Board in its review. The CCG Committee takes such consultant’s reports and recommendations, as provided, into consideration when assessing compensation structure and awards, but ultimately makes its own decisions and recommendations for the Board to approve. The Company did not engage a compensation consultant for fiscal 2024.

Elements of Executive Compensation

For fiscal year 2024, the Company’s executive compensation program consists of the following elements: (i) base salary; (ii) annual performance-based incentives; (iii) long-term compensation consisting of Options and RSUs; and

(iv)  medical and other benefits.

For fiscal 2025 and going forward, the approach to executive compensation will be proportionate to and directly reflect performance of the Company, the individual Executive or both. From fiscal 2025, an executive’s total direct compensation will be comprised of: (i) base salary, (ii) an annual incentive (STI), reflecting the degree of achievement against primarily quantitative performance goals stemming from the Company’s plan and budget and includes both corporate and, as applicable, individual objectives, and (iii) a multi-year incentive (LTI) intended to align the interests of Executives with the long-term interests of shareholders by motivating Executives to increase shareholder value over time, (iv) medical and other benefits. Where applicable, a sign-on bonus for new hires may be considered in special circumstances and on a case-by-case-basis.

Under our policies and approach to compensation in 2024, below is a description of why the Company chose to pay each element of compensation and how the amount to be paid for each element was determined through the 2024 fiscal year.

Base Salary

To ensure the Company continues to attract and retain qualified and experienced executives, base salaries have been reviewed and, if appropriate, adjusted annually in order to ensure they remain competitive for comparable companies and realities in the market. The CCG Committee reviewed the recommendations of the CEO and recommended to the Board base salaries for Executives taking into consideration the individual’s performance, contributions to the success of the Company, and internal equities among positions. No specific weightings were assigned to each of the above factors; instead, a subjective determination was made based on a general assessment of the individual relative to such factors.

Annual Performance Based Incentive

An important aspect of the compensation strategy has been to encourage and recognize strong levels of performance by linking achievement of more specific short-term (i.e. yearly) goals, such as the execution and implementation of the Company’s stated objectives and plans, with variable compensation in the form of an annual bonus or short-term incentive awards. The bonus has been expressed as a percentage of annual base salary with a maximum amount stipulated and is awarded at the discretion of the Board as recommended by the CCG Committee with input from the CEO.

The incentive bonus plan for the Company leadership team consists of strategic corporate objectives. In a typical year, several corporate performance factors were considered, including total shareholder return measured against comparable companies, production guidance and other objective mining industry metrics including the safety of our workers and quality of the balance sheet.

Any bonuses awarded in early 2025 for 2024 performance were determined by considering several factors, including the following corporate performance objectives (results in italics):

Based on the assessed achievement of the combined corporate objectives above (98.75%), Executives received between 20% and 150% of the target bonus in their respective contracts based on an assessment of their relative contributions to achieving the combined corporate objectives.

Long-Term Incentives – (Options, RSUs and PSUs)

The Company includes Options, RSUs and/or PSUs as part of its overall long-term incentive pay-mix to executive officers, subject to approved vesting schedules and, where applicable, the achievement of performance conditions, other than in limited and exceptional circumstances, based on level, individual performance, potential and market competitiveness. The long-term equity portion of executive compensation is designed to create a tie between executive compensation and performance of the Company and to align the interests of Executives with those of Shareholders by encouraging equity ownership through awards of Options to purchase the Company’s Common Shares and/or RSUs and/or PSUs that settle in Common Shares, as applicable, to motivate Executives and other key employees to contribute to an increase in corporate performance and Shareholder value, and to encourage the retention of Executives and other key employees by vesting Options over a period of time and in particular during difficult economic periods when salaries and bonuses have been restricted by necessity. The Company can also issue PSUs and RSUs as long-term incentives. PSUs are phantom shares that fluctuate with the price of Common Shares and can settle in cash or shares. PSUs vest within three years and pay out at the end of the vesting period, subject to the achievement of performance conditions. RSUs will generally vest on the elapsing of time - generally over three years, 1/3 each year – and historically have been generally settled in cash.

As part of its annual compensation review, the Company granted options to its management (including NEOs) and Board on October 15, 2024, as follows:

Historically, the timing of the grant, and number of Common Shares made subject to option with respect to Options proposed to be granted by the Company to its Executives was recommended by the CEO, reviewed and recommended (or revised, if thought appropriate) by the CCG Committee, and approved by a resolution of the Board. Consideration in determining option grants is given to, amongst other things, the total number of Options outstanding, current and future expected contribution to the advancement of corporate objectives by such individual, the position of the individual, tenure, and the status of previous option grants to such individuals. No specific weightings are assigned to each factor; instead a subjective determination is made based on an assessment of the individual relative to such factors. Grants of Options also may comprise a portion of the compensation package offered to attract and retain new directors and employees to the Company. The periodic consideration of such awards have typically taken place annually early in the fiscal year.

Up until the end of 2024, the Company granted RSUs in two situations: (i) as a retention measure to employees, particularly at the projects of the Company and its affiliates who may not participate in the Stock Option Plan, with such grants typically vesting on the third anniversary of the date of grant and settled in cash; or (ii) as a cash conservation measure, in lieu of earned annual incentive cash bonuses awarded (based on predetermined performance targets) to Executives of the Company, with such grants vested but becoming payable generally on the first and second anniversary of the date of grant, unless otherwise approved by the Board or provided for in the applicable award agreement. As of 2025, the Company intends to issue RSUs and PSUs in accordance with its Human Resources and Compensation Policy as a component of the long-term incentive (LTI) plans. LTI awards may occur annually or periodically and are generally made 50% in RSUs and 50% in PSUs with three-year vesting (although such grants may also be made, upon the recommendation of the Committee and the approval of the Board, in options, shares or cash). The PSUs would be based on share price performance compared to the applicable benchmark. Vesting, in the case of RSUs will generally occur on the elapsing of time (generally over three years: 1/3 each year), or, in the case of PSUs, will typically vest within three years and pay out at the end of the vesting period, subject to the achievement of performance conditions and proportionate to the degree of achievement attained and be above or below target, in all cases in accordance with the terms of the Share Unit Plan and applicable award agreement.

Note that prior to 2025, NEOs may have received certain cash payments in respect of previous years’ bonuses where they had elected to receive 25% of awarded cash bonuses in the form of RSUs (which may be settled in either Common Shares or cash). The number of RSUs granted equaled the dollar amount of the bonus payable by way of RSUs divided by the average closing price of the Common Shares for the five trading days immediately preceding the end of the fiscal year and grossed up by a factor of 1.25 to reflect the added risk of deferral exposure to the stock price. The award agreements for deferred payment provide that the RSUs granted thereunder vest immediately but may be redeemed only on a future date but otherwise immediately (i) in the event of a change in control of the Company, or (ii) upon the termination or death of the Executive. The Board retains discretion to at any time permit the acceleration of vesting or redemption dates (and resulting cash payment or exchange) as may be authorized.

The Company may grant a maximum number of securities convertible into Common Shares equal to 10% of the then issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and Share Unit Plan for share-settled DSU, RSU and PSU award grants). These securities can be issued in the form of Options, RSUs, PSUs, DSUs, or any combination thereof. As of December 31, 2024, the Company had awarded outstanding securities of 20,110,000 Options, 234,076 RSUs, and 3,562,917 DSUs representing approximately 3.4%, approximately nil%, and 0.6% of the Common Shares issued and outstanding, respectively.

As of the date hereof, the Company may grant a maximum number of securities up to 11,779,799 Common Shares, representing 10% of Common Shares issued and outstanding (subject to the 5% Common Share sub-limit applicable under the DSU Plan and Share Unit Plan for share-settled DSU and RSU and RSU award grants). As of the Record Date, the Company has awarded outstanding securities of 25,526,666 options, 20,384,076 RSUs, nil PSUs and 7,145,147 DSUs representing approximately 3.9%, 3.2%, 0% and 1.1% of the Common Shares issued and outstanding, respectively. The Company currently has a further 11,779,799 remaining securities available for grant representing approximately 2% of the Common Shares outstanding as of the Record Date.

See “Additional Disclosure – Long-Term Incentive Plans” for a detailed description of the Stock Option Plan, Share Unit Plan and DSU Plan.

Other Compensation – Benefits and Perquisites

The Company’s benefits plans provide financial coverage in the event of illness, disability or death. The Company also supports reasonable expenses in order that employees continuously maintain and enhance their skills and health in the interest of the Company. Benefit plans during the applicable period were provided to NEOs on largely the same basis as other employees in the applicable jurisdiction.

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Summary Compensation Table

The following table sets forth the compensation awarded, paid to or earned by the Company’s NEOs during the fiscal year ended December 31, 2024.

Defined Benefit or Actuarial Plan Disclosure

The Company does not provide retirement benefits for its directors or officers at this time

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Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding as of December 31, 2024 granted by the Company to NEOs. This includes awards granted in prior years.

Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets forth, for each NEO, the value of all incentive plan awards vested or earned during the year ending December 31, 2024.

Performance Graph

The following graph compares the total cumulative shareholder return for CAD $100 invested in Common Shares during the period commencing on January 1, 2020 and ending on December 31, 2024 with the cumulative total return of the S&P/TSX Composite Index and the VanEck Vectors Junior Gold Miners ETF during the same period:

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Source: Bloomberg (adjusted price data)

During the period commencing on January 1, 2020 and ending on December 31, 2024, the Company’s cumulative Shareholder return trends generally performed comparably in terms of overall trends with the cumulative return of each of the S&P/TSX Composite Index and VanEck Vectors Junior Gold Miners ETF trends during the same period, however actual cumulative shareholder return for the Company did not, primarily due to the shareholder return experienced over calendar 2022, 2023 and 2024. A portion of the Executive compensation is always tied to the Company’s overall share performance. See “Summary Compensation Table” at page 51. The S&P/TSX Composite Index is an index of the stock prices of the largest companies on the TSX as measured by market capitalization. Stocks included in this index cover all sectors of the economy and the S&P/TSX Composite Index has traditionally been heavily weighted towards financial stocks. In addition, global commodity prices, world economic conditions, and general market conditions are significant factors affecting stock market performance, which are beyond the control of the Company’s Executives.

Termination and Change of Control Benefits

Termination without Cause

If Mr. Huet, Mr. Blasutti, Mr. Varga, Mr. Doolin, or Mr. McRae is terminated without cause, such NEO will be entitled to payment that is calculated with reference to his base salary and highest annual STI for the three previously completed fiscal years or STI target as applicable (as described in the table below) in a lump sum or by salary continuation. The NEO’s benefits coverage will continue until the end of the compensation period. Vesting of Options and other Awards is accelerated on a complete or partial basis on a termination without cause.

For illustrative purposes, had a termination without cause occurred on December 31, 2024, the applicable multiple and cash amount payable.

Termination on a Change of Control

In the event of a change of control of the Company and a termination of the NEO's employment during the 12 month period following such change of control (including by constructive dismissal), the NEO will be entitled to a lump sum payment of multiple (2.5 times, or 30 months, in the case of the Chairman and CEO, and 2 times, or 24 months, in the case of the other NEOs) of the NEO’s base salary for the three previously completed fiscal years or STI target as applicable. The NEO’s are also entitled to have their benefits coverage continue until the end of the compensation period. Vesting of Options and other Awards is accelerated on a complete or partial basis on a change of control.

The Company has the following arrangements pursuant to employment agreements that provide for payments to a NEO at, following or in connection with termination and a change in control of the Company as of December 31, 2024.

7 The calculations above do not include any amounts for pro rata bonus calculations in each case under section up to the date of termination.

Director Compensation

The CCG Committee considers annually and makes a recommendation to the Board regarding the adequacy and form of directors’ compensation.

For the year ended December 31, 2024, the following compensation was paid to our directors:

The Board fees (referenced above) remained unchanged for fiscal 2023 and fiscal 2024, such amounts generally paid quarterly in arrears, in cash and DSUs. Each Board member was permitted to elect to be paid in cash for up to 50% of their respective Board fees.

In fiscal 2024, the Company paid the Chairman of the Board an annual retainer of CDN $25,000. In addition, in fiscal 2024 the Company paid annual retainer amounts to its directors for their service as chairs and members of the committees of the Board in such period, in the amounts and as set out below:

8 The calculations above do not include any amounts for pro rata bonus calculations in each case under section up to the date of termination.

For fiscal 2025, following completion of the Galena Transaction and significant board and senior management changes, the Company has adopted changes to its compensation philosophy, policies and practices, including the adoption of a Human Resources and Compensation Policy that was approved and adopted on March 25, 2025. This includes the oversight and governance of director compensation. The Company's goal is to attract qualified and experienced Board directors to, among other things, oversee the stages of the Company’s evolution and recognizes that it is the intellectual challenge in the role, and the reputation of the organization that will attract appropriate candidates. The Company recognizes the important role played by the Board in its ongoing success and the long-term interests of its shareholders. The Company also recognizes that those willing to undertake the workload and exercise effective oversight need to be compensated competitively with the compensation provided by peer group companies.

The Company’s approach to Board compensation for 2025 and beyond is expected to be comprised of:

A travel allowance will also be paid to compensate the Board directors for the travel time needed to attend Board meetings that are held in locations away from their location. The travel allowance is a fixed component paid in cash, the amount being dependent on the location of the director and the meeting site.

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Director Compensation Table

The following table sets forth the compensation awarded, paid to or earned, by the Company’s directors while serving as non-executive directors during the fiscal year-ended December 31, 2024:

Directors’ Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding as of December 31, 2024 to non- executive directors of the Company. This includes awards granted in prior years.

Directors’ Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets out the aggregate dollar value that would have been realized by the directors of the Company if the options under the option-based award had been exercised on the vesting date during the most recently completed fiscal year ended December 31, 2024.

Risks Associated with the Company’s Compensation Policies and Practices

The CCG Committee considers the implications and risks of the Company’s compensation policies and practices as a factor in assisting the Board in approving and monitoring guidelines and practices regarding the compensation and benefits of Executives s, as well as administering the Company’s equity-based compensation plans. In particular, executive compensation packages are intended to maintain an appropriate balance between risk and reward keyed to the Company’s performance. There are a number of elements of the compensation program that are intended to manage risk and discourage excessive risk- taking by Executives and senior managers, including a balance of short-, medium- and long-term incentives and the establishment of appropriate corporate, strategic and individual performance goals for incentive compensation, as well as appropriate minimum thresholds and maximum (caps) for achievement if targets are exceeded (which prevents excessive payouts and acts as a disincentive against imprudent risk-taking). The CCG Committee has not identified any risks in the Company’s existing compensation policies and practices that it believes would be reasonably likely to have a material adverse effect on the Company. The Company’s Disclosure and Securities Trading Policy prohibits insiders from short-selling calls and puts in respect of the future value of Company’s securities.

Claw-back Policy

As disclosed under “Statement of Corporate Governance Practices – Incentive Compensation Clawback Policy”, the Company adopted the Incentive Compensation Clawback Policy effective October 2, 2023. A copy of the Incentive Compensation Clawback Policy is available on the Company’s website: https//www.americas- gold.com/corporate/corporate-governance/. The Incentive Compensation Clawback Policy allows the Company under certain circumstances to cancel or require reimbursement of incentive compensation awarded or paid to Executives and certain other members of management.

At no time during or after the fiscal year ended December 31, 2024, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Clawback Policy and, as of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Clawback Policy to a prior restatement.

Anti-Hedging and Anti-Pledging Policy

The Company’s insider trading policy prohibits Directors, NEOs and all employees from engaging in various hedging and derivatives transactions in respect of securities issued by the Company.

Share Ownership Policy for Directors and NEOs

For fiscal 2024, the Company did not currently have a formal minimum share ownership policy for directors and NEOs. However, a minimum of 50% and up to 100% of each director’s annual retainer is payable in DSUs, thus aligning the interests of directors and Shareholders.

For fiscal 2025 and going forward, the current adopted requirements are as follows:

Each subject person is required to reach the applicable threshold by the later of (i) that date which is three years following his or her appointment, and (ii) that date which is three years following the date this Policy was first adopted, and, with respect to any increases in base annual salary (in the case of the CEO and senior management) or in the annual Board retainer (base) paid to a Director, the subject person will be required to reach the applicable threshold within three years after the increase.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has adopted the Stock Option Plan for directors, officers, employees and consultants of the Company and its subsidiaries. For further details regarding the Stock Option Plan, Share Unit Plan and DSU Plan, see under the heading “Additional Disclosure – Long-Term Incentive Plans”. The Stock Option Plan is available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov and has been posted to the Company’s website at https://www.americas-gold.com/investors/shareholder-meeting-documents/.

The following table provides information on the Company’s Option and share based incentive plans as of December 31, 2024.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

The Company carries directors’ and officers’ liability insurance for the directors and officers of the Company, to a maximum amount of CDN $50,000,000. This policy is in effect until May 1, 2026 for an annual premium of CDN

$669,000.00.

The by-laws of the Company provide for the indemnification of each director or officer of the Company, each former director or officer of the Company and each individual who acts at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity, subject to the provisions of the CBCA. The Company has also entered into agreements evidencing its indemnity in favour of the foregoing persons.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The following description reflects the current corporate governance policies of the Company, [as reviewed by the CCG Committee and approved by the Board].

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of Management who are appointed by the Board and who are charged with the day-to-day management of the Company. National Policy 58-201 Corporate Governance Guidelines (the “Governance Guidelines”) establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision-making. Pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices, the Company is required to disclose its corporate governance practices, as set forth below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Board of Directors and Independence from Management

The Board is currently comprised of seven (7) directors: Joseph Andrew Paul Huet, Scott Hand, Peter Goudie, Tara Hassan, Bradley R. Kipp, Gordon E. Pridham, and Lorie Waisberg. Mr. Waisberg is not standing for re-election at the Meeting. As detailed under “Item 2 – Election of Directors” if each of the Nominees are elected at the Meeting, the Board will continue to be comprised of seven directors.

The Board, in consultation with the CCG Committee, annually reviews the relationship between each director and the Company to determine if each director is or remains independent within the meaning of the Governance Guidelines. In accordance with applicable securities law, seven Nominees are considered independent as follows:

The Governance Guidelines state that the Board of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110 and also that compensation and nominating committees should be constituted entirely of independent directors. NI 52-110 provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship that could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. A “material relationship” is deemed to be present in the case of an individual that is, or has been, within the last three years, an employee or officer of the issuer (including subsidiaries). As such, Mr. Huet is not considered independent because of his position as CEO.

The Company has a majority of independent directors and recognizes the importance of providing leadership to its independent directors. Every member, including the chair of each of the Company’s committees is an independent director and every committee charter provides for access to information respecting the Company and to executive officers, employees, external auditors and legal counsel of the Company. As well, each charter states that the committees may engage separate independent counsel and advisors at the expense of the Company.

The CCG Committee is responsible for identifying whether the Board’s mandate is effectively being carried out. Specifically, this committee reviews with the Board, on a regular basis and at least annually, the role of the Board, the terms of reference of each of the committees of the Board and the methods and processes by which the Board fulfills its duties and responsibilities.

To facilitate the Board operating independently of management, the following processes are in place:

Performance Assessment

On a yearly basis, each member of the Board completes a questionnaire which includes, among other items, a careful examination of Board structure (including an assessment as to whether the Board as a whole possesses the right skills and background for the current issues facing the Company), Board meetings and their effectiveness, the quality and timing of information provided to the Board, preparedness for succession planning within the organization, the Board’s relationship with Management, committee and Board effectiveness and strategy and metrics. The CCG Committee approves the content of each questionnaire, and the Chair of the CCG Committee analyzes the feedback and presents it to the full Board, includingthe CEO.

Meetings of the Board and Committees of the Board

The Board typically meets formally a minimum of four times per year. Each committee of the Board meets at least once each year, or more frequently as deemed necessary by the applicable committee. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs that the Company faces from time to time.

The following table provides details regarding director attendance at Board and committee meetings held during the relevant time period (January 1, 2024 to December 31, 2024).

Board members are expected to attend all meetings of the Board in person or by phone and to have reviewed in advance Board materials and be prepared to discuss such materials.

Meetings of Independent Directors

Each meeting of the Board includes the option of an in-camera session, whereby independent members have the opportunity to meet in the absence of Management and other non-independent board members. Independent directors are also free to meet separately at any time or to require Management to withdraw during certain discussions.

Board Mandate

A copy of the Board’s written mandate, which was confirmed May 7th, 2025 (“Board Mandate”) and sets out the responsibilities and duties of the directors as well as the directors’ expectations of Management, is available on the Company’s website at https://www.americas-gold.com/corporate/corporate-governance/ and is attached as Schedule “A” to this Circular.

The CCG Committee and the Board shall review and assess the adequacy of this Board Mandate on an annual basis, taking into account all legislative and regulatory requirements applicable to the Board, as well as any best practice guidelines recommended by securities regulatory authorities or the TSX or NYSE American LLC or any stock exchanges on which the Company’s shares are listed.

Position Descriptions

The Board has developed a written position description for the Chairman as detailed in the Board Mandate. The Chair of each Board committee acts within the parameters set by their respective committee charters.

Other Company Directorships

The following current directors of the Company presently serve as directors of other reporting issuers as follows:

Orientation and Continuing Education

The Board and Management will conduct orientation programs for new directors as soon as possible after their election or appointment as directors. The orientation programs will include presentations by Management to familiarize new directors with the Company’s operations, projects and strategic plans, its significant financial, accounting and risk management issues, its compliance programs, the Code (defined below) and other governance policies, its principal officers, its independent auditors and its outside legal advisors. In addition, the orientation programs will include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ duties and visits to Company headquarters and, to the extent practical, the Company’s significant locations of operation. This informal process is considered to be appropriate given the Company’s size, current level of operations, and the ongoing interaction amongst the directors.

The skills and knowledge of the Board as a whole are such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds, who have, both collectively and individually, extensive experience in running and managing public companies, particularly in the natural resource sector and involving mineral properties. It is the Company’s view that all current members of the Board are well- versed and educated in the factors critical to the success of the Company. Board members are encouraged to communicate with Management, auditors and technical and other consultants to keep themselves current with industry trends and developments and changes in legislation with Management’s assistance. To enable each director to better perform his or her duties and to recognize and deal appropriately with issues that arise, the Company may provide the directors with suggestions to undertake continuing director education. Reference is made to the table under the heading “Business of Meeting – Election of Directors” for a description of the current principal occupations of the members of the Board.

Nomination of Directors

The CCG Committee will generally be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, (ii) recommending to the Board the persons to be nominated for election as directors at any meeting of shareholders, and (iii) recommending to the Board persons to be elected by the Board to fill any vacancies on the Board. When appropriate, the CCG Committee will retain an independent executive search firm to assist it in identifying prospective board candidates. While no formal nomination procedure is in place to identify new candidates, the Board and the CCG Committee does review the experience and performance of Nominees for the election to the Board. When required, and in any event on an annual basis, the Board and the CCG Committee will meet to consider any vacancies on the Board or the desired size of the Board. Members of the Board are canvassed with respect to the qualifications of a potential candidate and each candidate is evaluated with respect to his or her experience and expertise, with particular attention paid to those areas of expertise that complement and enhance current Management and Board composition. The Board also assesses any potential conflicts, independence or time commitment concerns the candidate maypresent.

Profile and Skills

The CCG Committee periodically reviews the current profile of the Board, including the average age and tenure of individual directors and the representation of various areas of expertise, experience and diversity (including Designated Groups)9. The objective is to have a sufficient range of skills, expertise and experience to ensure that the Board can carry out its responsibilities effectively. The succession planning process may also involve the creation of a skills matrix to help the CCG Committee and the Board identify any gaps in the skills and competencies considered most relevant for the Company. The Board does not have a mandatory term limit or age limit policy, but has had renewal through its merger transactions. In conjunction with the annual Board evaluation and as part of the succession planning process, directors are also canvassed on their intention to retire from the Board in order to identify impending vacancies as far in advance as possible. Given the Company’s current stage of development and competitive factors in attracting and retaining suitable candidates, the CCG Committee and Board does not believe that term or age limits are required or appropriate for the Company at this time.

Diversity

The Board recognizes that diversity leads to better and more informed decision-making and is an important attribute of well-functioning boards and senior management teams by bringing real value to their collective skills, perspective, insight and experience. In furtherance of this goal, the Board has adopted a formal written board diversity policy (the “Diversity Policy”) to encourage the promotion of diversity. In considering “diversity”, the Board will consider any dimension that can be used to differentiate groups and people from one another, including the respect for and appreciation of differences in gender, age, ethnic origin, Aboriginal status, visible minority status, religion, education, sexual orientation, political belief, or disability. The Board, in consultation with the CCG Committee, will develop, where possible, measurable objectives and strategies to meet the objectives of this Diversity Policy, and the Board is responsible for monitoring the progress of the objectives through evaluation and annual reporting.

According to the Diversity Policy, in filling Board and Executive vacancies, a target of a minimum of one candidate considered for each applicable position will be a woman or otherwise a member of a Designated Group. The requirement has been applied in the Company’s director searches and, as a result at the date of this Circular, there is one female director on the Board (14.28%). As of the date of the Circular no members of a Designated Group hold a position as an executive officer of the Company. In considering the composition of the Board or Management on an ongoing basis, emphasis will ultimately be based on ensuring the selection of the best qualified candidates available at the time given the needs and circumstances of the Board. While the Company has not adopted formal targets regarding the number of women or Designated Group members to be elected to the Board or to be appointed to Executive positions, the Board and management intends to continue to increase Designated Group diversity of the Board as it refreshes its membership to add new members. The Company will ensure that the Diversity Policy will be applied on an ongoing basis when determining the composition of the Board and management. This policy is reviewed on a yearly basis.

9 “Designated Groups” as defined under Section 3 of the Employment Equity Act (Canada) and includes women, Aboriginal peoples, persons with disabilities, and members of visible minorities. “Visible minorities” according to Statistics Canada, the visible minority population consists mainly of the following groups: South Asian, Chinese, Black, Filipino, Latin American, Arab, Southeast Asian, West Asian, Korean and Japanese.

Risk Management

The Board has responsibility for oversight of management of the Company to ensure that it is acting in the best interests of the Company and its shareholders. This responsibility includes oversight in identifying and understanding the principal risks of the Company’s business (including, without limitation, strategic, operational, financial, compensation and regulatory risks). The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. The Audit Committee is responsible for monitoring financial risks and exposures, including the risk of a material misstatement in the Company’s financial disclosures. The CCG Committee is responsible for monitoring risks associated with the Company’s compensation policies and for effectiveness of the Company’s corporate governance policies. The S&T Committee is responsible for monitoring sustainability (including health, safety, environmental and social responsibility) risks and technical/operational risks associated with the Company’s mines and projects. The Board and its committees receive risk management updates from Management at meetings of the Board or its committees throughout the year as necessary. The Company plans to undergo a more extensive risk identification and analysis process, on a periodic basis, which will involve one-on-one interviews with applicable Executives as well as other senior management employeesandthe general managers ofcertain operations. The results of the interviews will be reviewed and analyzed by the Company’s executive management team and the Board. Following consideration of the information provided by Management, the Board will provide feedback and make recommendations, as needed.

Sustainability Performance

In March 2021, the Company released its first sustainability report for the Cosalá Operations, “Working Towards Sustainability.” This report focused on the Company’s Environmental, Social, and Governance (“ESG”) strategy, management, policies, and performance at the Cosalá Operations between January 1, 2018, and January 31, 2020, highlighting overall the Company’s commitment to the mining industry in Mexico and to the Cosalá community in Sinaloa. The Company’s disclosure in this report was centered on the five key pillars of its corporate responsibility strategy, including governance and business ethics, our people, health and safety, environmental stewardship, and community involvement. The Company also affirmed its commitment to make sustainability reporting a key component of its ongoing sustainability program. In accordance with best practices, the report accounted for the Company’s fulfillment of its labour commitments, as well as the environmental, social, safety, and economic impacts in the community where the Cosalá Operations are located.

In June 2022, the second sustainability report for the Cosalá Operations, “Commitment to Sustainability” was released. The report stated that while there was limited information disclosed due to the illegal blockade which halted operations, it included information regarding the restarting of the operations and highlighted the support provided by the Mexican and Canadian governments along with the Company’s employees to reopen the operations at Cosalá. The report also focused on the Company’s ESG strategies and the reaffirmation of its commitment to continue working within a framework of responsible mining that contributes to the growth of the community through employment and local procurement.

As part of the Company’s commitment to make sustainability reporting a key component of its ongoing operations, a sustainability report covering the Company’s operations for the period from January 1, 2022 to December 31, 2025 is being prepared under the direction of the Company’s Vice President, Sustainability and Communications.

Key highlights of the Company’s ESG performance at the Cosalá Operations and the full text of the reports are available on the Company’s website. The content of the Company’s website and information accessible through the website do not form part of this Circular

Ethical Business Conduct

The Company has a written Code of Business Conduct and Ethics as re-approved April 30, 2021 by the Board (the “Code”) which is designed to provide guidance on the conduct of the Company’s business in accordance with high ethical standards. A copy of the Code is available on the Company’s website, https://www.americas- gold.com/corporate/corporate-governance/. and on the Company’s SEDAR+ profile at www.sedarplus.ca.

All directors, Executives and employees are expected to comply with the Code, and sign off annually on the Code, reaffirming their commitment to upholding and acting in accordance with the Company’s high standards of business conduct. The Code is part of the Company’s continuing effort to ensure that it complies with all applicable laws, has an effective program to prevent and detect violations of law, and conducts its business with fairness, honesty and integrity.

Consistent with the provisions of the Code, the Company’s directors and officers are bound by the provisions of the Canada Business Corporations Act which contains provisions relating to conflicts of interest. In particular, any director who has a material interest in a particular transaction is required to disclose such interest and to refrain from voting with respect to the approval of any such transaction.

In the unlikely event of a waiver, any such waivers of the Code for directors or NEOs must be approved by the Board or the CCG Committee and such waiver will be promptly disclosed as required by law.

Shareholder Engagement

The Company is committed to regular, transparent and active communication with its shareholders. Throughout the year, members of the Company’s management team regularly engage with shareholders to ensure that the Company is addressing their questions or concerns. Throughout the year, the Company’s NEOs from time to time also meet with representatives of both current institutional shareholders as well as potential investors to discuss, among other things, the Company’s business strategy, financial performance, governance practices, executive compensation, and various other matters. Those members of management also regularly attend and participate in analyst meetings and industry and investment community conferences. Management discusses with the Board any material concerns raised by its Shareholders.

Whistleblower Policy

The Board has adopted a Whistleblower Policy that establishes procedures for (i) the receipt, retention, investigation and treatment of complaints received by the Company regarding violations of the Code or accounting, internal accounting controls, auditing matters; and (ii) submission by company personnel and others of complaints regarding such reportable activities on a confidential basis. A copy of the Company’s Whistleblower Policy is available on the Company’s website: https://www.americas-gold.com/corporate/corporate-governance/.

Corporate Disclosure and Securities Trading Policy

The Board has adopted a Corporate Disclosure and Securities Trading Policy, which was confirmed on April 30, 2021 a copy of which is available on the Company’s website: https://www.americas-gold.com/corporate/corporate- governance/. The policy is intended to help to ensure that the Company and Company personnel comply with these requirements by setting out procedures and guidelines for:

Strict compliance with the provisions of this policy is required, with a view to enhancing investor confidence in the Company’s securities and contributing to the ethical business conduct of the Company’s personnel.

Incentive Compensation Clawback Policy

The Company has adopted a compensation recovery policy effective October 2, 2023 (referred to as the “Incentive Compensation Clawback Policy” ) as required by NYSE American listing rules and pursuant to Rule 10D-1 of the Exchange Act a copy of which is available on the Company’s website: https//www.americas- gold.com/corporate/corporate-governance/. At no time during or after the fiscal year ended December 31, 2024, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Clawback Policy and, as of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Clawback Policy to a prior restatement.

Board Committees

To assist it in exercising its responsibilities, the Board established three standing committees of the Board effective January 30, 2015: the Audit Committee, the CCG Committee and the Sustainability and Technical Committee (the “S&T Committee”). The Board may establish other standing committees from time to time as it considers appropriate. Each committee is governed by a written charter as referenced below. At a minimum, each charter clearly establishes the committee’s purpose, responsibilities, member qualifications member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the Board. Charters are generally reviewed by the Board (or the CCG Committee) annually or as needed. The Board is responsible for appointing directors to each of its committees, in accordance with the written charter for each committee.

Compensation and Corporate Governance Committee

The CCG Committee is currently comprised of Peter Goudie (Chair), Scott Hand and Lorie Waisberg, all of whom are independent directors. Mr. Waisberg is not standing for re-election at the Meeting and following close of the Meeting will no longer be a member of the Board or serve on the CCG Committee (or any other committee of the Board). The role of the CCG Committee is to assist the Board in fulfilling its corporate governance and director nominating responsibilities as well as overseeing certain compensation and succession planning matters. The CCG Committee is governed by its charter, a copy of which is available on the Company’s website: https://www.americas- gold.com/corporate/corporate-governance/.

Audit Committee

The Audit Committee is responsible for monitoring the Company’s accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, the quality and integrity of financial statements and for directing the auditors’ examination of specific areas. The members of the Audit Committee are Bradley R. Kipp (Chair), Lorie Waisberg and Gordon E. Pridham, all of whom are “independent” directors as defined in NI 52-110. Each member of the Audit Committee is considered to be “financially literate” within the meaning of NI 52-110, which includes the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the Company’s financial statements. Mr. Waisberg is not standing for re-election at the Meeting and following close of the Meeting will no longer be a member of the Board or serve on the Audit Committee (or any other committee of the Board)

Information and disclosure relating to the Company’s audit committee as required under NI 52-110F is under the heading “Audit Committee Information” of the Company’s Annual Information Form dated March 31, 2025, and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov. The Audit Committee Charter is available on the Company’s website: https://www.americas-gold.com/corporate/corporate- governance/.

Sustainability and Technical Committee

The S&T Committee is currently comprised of Joseph Andre Paul Huet (Chair). Mr. Huet is not considered an independent director based on his position as President of the Company. The role of the S&T Committee is to assist Board in reviewing and monitoring sustainability matters, including environmental, health, safety and technical and operational matters and programs and overseeing the Company’s performance in such areas. The S&T Committee Charter is available on the Company’s website: https://www.americas-gold.com/corporate/corporate-governance/.

ADDITIONAL DISCLOSURE ON EQUITY PLANS

Long-Term Incentive Plans

Stock Option Plan

The Company’s stock option plan (the “Stock Option Plan”) was amended and restated and most recently approved by shareholders at the annual and special meeting of Shareholders held on June 29, 2022 (the “2022 Company Meeting”).

In connection with the Meeting, the Company is proposing to amend and restate the existing Stock Option Plan, subject to approval by shareholders at the Meeting, to make the Proposed Stock Option Plan Amendments and certain other amendments that do not require shareholder approval. For further information regarding these amendments, see “Item 6 – Re-Approval of Stock Option Plan and Approval of the Proposed Stock Option Plan Amendments”.

The following summary describes the Stock Option Plan as amended by the Proposed Stock Option Plan Amendments and the other amendments that do not require shareholder approval.

Directors, officers, employees and consultants of the Company are eligible to participate in the Stock Option Plan. (“Options”) issued thereunder allow participants (“SOP Participants”) to purchase Common Shares at a specified exercise price within a specified maximum exercise period of 10 years. The purpose of the Stock Option Plan is to improve the Company’s long-term financial success by closely aligning the SOP Participants’ personal interests with those of the Company’s shareholders.

For the purposes of the Stock Option Plan, the option price shall be established at the time each Option is granted, which shall in all cases be not less than the volume-weighted average trading price of the Common Shares on the exchange with the greatest volume of trading over the applicable period, for the five trading days before the relevant date or, if there is no reported sale price at which the Common Shares traded on an Exchange during such period, the average of the closing bid and ask prices (on the exchange with the narrowest such bid-ask spread) for the trading day immediately before the relevant date.

Subject to the provisions of the Stock Option Plan, the Board shall have the authority to determine the eligible persons to whom Options may be granted; to grant Options and determine their terms, including the number of Common Shares subject to the applicable Option, the timing of grants, the exercise price, restrictions on transfer, the vesting schedule, limitations, restrictions and conditions applicable to Options, the form of any Option agreement (not inconsistent with the Stock Option Plan) to evidence the grant of an Option; to interpret the Stock Option Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Stock Option Plan as it shall from time to time deem advisable; and to make all other determinations, settle any disputes or take any other action in connection with the implementation and administration of the Stock Option Plan.

Options will vest on the basis specified in the applicable Option agreement. Furthermore, in the event of a proposed change of control, any Option held by any SOP Participant that is not fully vested on the date that the Change of Control occurs shall, subject to the approval of each applicable regulatory authority or exchange and subject to the provisions of any other written agreement between the SOP Participant and the Company, if applicable, vest immediately prior to the change of control, and all Options held by the SOP Participants shall be immediately exercisable within a 30-day period following the change of control regardless of the expiry date.

A SOP Participant may not transfer or assign an Option, including by operation of law, except on the death of the SOP Participant, by will or applicable laws of succession, provided that, subject to applicable law, a SOP Participant may designate in writing (on terms specified by the Company) a beneficiary to receive any benefits that are payable under this Plan and any Option on death. Furthermore, a SOP Participant may not grant a security interest in, pledge or otherwise encumber an Option.

Except as otherwise determined by the Board or unless otherwise specified in the Option agreement, the employment agreement of the applicable SOP Participant or as may otherwise be required to satisfy the minimum requirements of applicable employment or labour standards legislation, if a SOP Participant’s termination date occurs for any reason whatso-ever other than death, disability or termination with cause, then the SOP Participant may exercise any of the SOP Participant’s Options to the extent that the Options have vested as at the termination date until the earlier of the expiry date of the particular Option and the date that is 90 days after the termination date, after which such Options expire and are cancelled. Any Options held by the SOP Participant that have not vested as at the SOP Participant’s termination date shall immediately expire and are cancelled on the SOP Participant’s termination date. If a SOP Participant dies or is determined to have a disability while an eligible person, the SOP Participant or their personal representative, as applicable, may exercise any of the SOP Participant’s Options to the extent that the Options have vested as at the SOP Participant’s death or disability until the earlier of the expiry date of the particular Option and the date that is twelve months after the date of the SOP Participant’s death or disability, after which such Options expire and are cancelled. Any Options held by the SOP Participant that have not vested as at the date of the SOP Participant’s death or disability shall immediately expire and are cancelled on the date of the SOP Participant’s death or disability. If a SOP Participant is terminated with cause (as determined by the Board) no Option held by such SOP Participant may be exercised following the SOP Participant’s termination date.

Notwithstanding anything in the Stock Option Plan to the contrary, all Options granted under the Stock Option Plan, and any Shares issued or payments made under the Stock Option Plan in respect of any Options shall be subject to clawback or recoupment as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

Subject to any policies of the Exchange, in lieu of exercising any vested Option to purchase Common Shares, a SOP Participant may complete a cashless exercise with a properly completed notice of Net Exercise, in a form approved by the Board from time to time, and elect to receive that number of Common Shares determined in accordance with the formula for a cashless exercise set out in the Stock Option Plan.

The Board has determined that the maximum number of Common Shares available for issuance upon redemption of Options, combined with the number of Common Shares issuable under all security-based compensation arrangements of the Company (including the Stock Option Plan, the DSU Plan and the Share Unit Plan), will not exceed 10% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares issuable at any time and issued within any one-year period to any insiders of the Company under all security- based compensation arrangements, including the DSU Plan and the Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares.

In addition, pursuant to the Stock Option Plan (i) the maximum aggregate number of Common Shares reserved for issuance to all non-executive directors under the Stock Option Plan and all other security-based compensation arrangements of the Company is limited to 1% of the total number of Common Shares then issued and outstanding,

(ii) the maximum value of Options granted under the Stock Option Plan to any non-executive director in a one-year period is limited to CDN $100,000, and (iii) the maximum aggregate value of all awards granted under the Stock Option Plan to any non-executive director combined with the value of all grants under other security-based compensation arrangements of the Company in such one-year period is limited to CDN $150,000.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Stock Option Plan does not have a fixed maximum number of securities issuable pursuant thereto, it was last approved by Shareholders at the 2022 Company Meeting.

The Board may amend, suspend or terminate the Stock Option Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required exchange or shareholder approval. No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any SOP Participant without the consent of such SOP Participant. Subject to applicable regulatory approval and without limiting the generality of the foregoing, the Board may make the following amendments to the Stock Option Plan or an Option granted under the Stock Option Plan, as applicable, without obtaining approval of any shareholder of the Company:

The Board may not, without the approval of the Company’s shareholders, make amendments to the Stock Option Plan or an Option granted under the Stock Option Plan with respect to the following:

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Stock Option Plan does not have a fixed maximum number of securities issuable pursuant thereto, it was last approved by Shareholders at the 2022 Company Meeting.

Share Unit Plan

The Board is proposing to adopt a share unit plan (the “Share Unit Plan”) to allow the Company to settle awards of restricted share units (“RSUs”) and performance share units (“PSUs”) in cash or by issuing Common Shares. The existing restricted share unit plan of the Company was most recently re-approved at the 2022 Company Meeting.

In connection with the Meeting, the Company is proposing to amend and restate the existing restricted share unit plan (as the Share Unit Plan), subject to approval by shareholders at the Meeting, to make the Proposed Share Unit Plan Amendment and certain other amendments that do not require shareholder approval, including the addition of the ability to issue PSUs and establish performance conditions to the vesting of such PSUs and the determination of the achievement of such performance conditions. For further information regarding these amendments, see “Item 5 – Re-Approval of Share Unit Plan and Approval of the Proposed Share Unit Plan Amendment”. The following summary describes the Share Unit Plan as amended by the Proposed Share Unit Plan Amendment and the other amendments that do not require shareholder approval.

Any director, officer, employee, or consultant of the Company is eligible to participate in the Share Unit Plan. When vested, each RSU or PSU, as applicable, entitles a participant thereunder (a “Unit Participant”) to receive, subject to adjustments as provided for in the Share Unit Plan, one Common Share (subject to Shareholder approval of the Share Unit Plan) or payment in cash for the equivalent thereof. The terms and conditions of vesting, including any performance conditions, (if applicable) of each award are determined by the Board at the time of the grant.

The vesting of each award cannot extend beyond December 31st of the third calendar year after the year in which the grant occurred. RSUs and PSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of other than to the Unit Participant’s beneficiary or estate, as the case may be, upon the death of the Unit Participant. RSUs and PSUs are akin to the DSUs and phantom shares that track the value of the underlying Common Shares, but do not entitle the recipient to the underlying Common Shares until such RSUs or PSUs vest, nor do they entitle a Unit Participant to exercise voting rights or any other rights attaching to ownership or control of the Common Shares, until the RSU or PSU vests and the Unit Participant receives Common Shares.

All RSUs and PSUs awarded under the Share Unit Plan, and any Common Shares issued or payments made under the Share Unit Plan in respect of any RSUs or PSUs shall be subject to clawback or recoupment as permitted or mandated by Applicable Law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

For the purposes of the Share Unit Plan, the value of the RSU or PSU, as applicable, on the redemption date is the number of RSUs or PSUs, as applicable, in the Unit Participant’s account(s) times the fair market value of the Common Shares which is the weighted average price of the Common Shares on the TSX for the five days on which the Common Shares were traded immediately preceding such redemption date, but if the Common Shares did not trade on such trading days, the fair market value shall be the average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day.

The Company may from time to time impose trading blackouts during which some or all Unit Participants may not trade in the securities of the Company. If the redemption date of any grant falls within such a blackout period, it shall be automatically extended to the date which is ten business days following the end of such blackout period.

The Share Unit Plan may be amended at any time by the Board in its sole discretion, subject to applicable regulatory approval, (including, approval of the TSX), and the terms of the Share Unit Plan; provided that, no such amendment shall, unless required by law, adversely affect the rights of any Unit Participant with respect to an RSU or PSU previously granted to the affected Unit Participant, without the consent of the Unit Participant, and any amendment will be such that the Share Unit Plan continuously meets the conditions and requirements of applicable law. Without limiting the generality of the foregoing, the Board may make the following amendments to the Share Unit Plan without obtaining Shareholder approval:

The Board may not, without the approval of the Company’s shareholders, make the following amendments to the Share Unit Plan:

The Board determined that the maximum number of Common Shares available for issuance upon the redemption of RSUs and PSUs, combined with the number of Common Shares reserved for issuance under all full-award security- based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the Share Unit Plan) and all security-based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the Share Unit Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares reserved for issuance at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the Stock Option Plan, the DSU Plan and the Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and Share Unit Plan for share-settled DSU, PSU and RSU award grants).

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Share Unit Plan does not have a fixed maximum number of securities issuable pursuant thereto, it was last approved by Shareholders at the 2022 Company Meeting.

Deferred Share Unit Plan

The Company has adopted a deferred share unit plan (the “DSU Plan”) for directors, who are not employees or officers of the Company or any of its affiliates.

The purpose of the DSU Plan is to advance the interests of the Company and its affiliates by attracting and retaining highly competent persons as directors, to allow such persons to participate in the long-term success of the company and to promote a greater alignment of interests between the participants designated under the DSU Plan and the shareholders of the Company.

The DSU Plan is administered by the Board, which may delegate its duties to the CCG Committee. Under the DSU Plan, the Board may grant deferred share units (“DSUs”) to directors who are not an employees of the Company or any of its affiliates (“DSU Participants”, and each, a “DSU Participant”). The Board also determines the effective date of the DSU awards, the number of DSUs to be allocated, the terms and conditions of vesting (if any), and such other terms and conditions which the Board considers appropriate.

Each DSU award entitles the DSU Participant to receive, subject to adjustment as provided for in the DSU Plan, a lump sum cash payment or, at the Company’s discretion, Common Shares equal to the whole number of DSUs credited to the DSU Participant (plus a cash settlement for any fraction of a DSU). DSU awards are to be settled in the manner specified by the Board following the date the DSU Participant ceases to be a director of the Company but not later than December 15th of the calendar year commencing immediately after the DSU Participant ceases to be a director of the Company (the “Settlement Date”).

DSUs are akin to phantom shares that track the value of the underlying Common Share, but do not entitle the DSU Participant to the underlying Common Shares, nor do they entitle a DSU Participant to exercise voting rights or any other rights attaching to ownership or control of the Common Shares, until the DSU vests (if applicable) and the DSU Participant receives Common Shares. DSUs and all other rights, benefits or interests in the DSU Plan are non- transferrable (other than to the DSU Participant’s beneficiary or estate, as the case may be, upon the death of the DSU Participant).

For the purposes of the DSU Plan, the value of the DSU on the Settlement Date is the market price, being the volume- weighted average price (“VWAP”) of the Common Shares on the TSX for the five trading days immediately preceding such Settlement Date, but if the Common Shares did not trade on such trading days, the market price shall be average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day.

The Company may from time to time impose trading blackouts in accordance with applicable securities laws during which some or all DSU Participants may not trade in the securities of the Company. If the Settlement Date of any award of DSUs falls within such a blackout period, it shall be automatically extended to the date which is ten business days following the end of such blackout period.

In the event of the death of a DSU Participant prior to the settlement of the DSUs credited to his or her account, the Board shall, cause to be delivered to the estate of the DSU Participant or such DSU Participant’s beneficiary, the cash payment or number of Common Shares such DSU Participant would have been entitled to.

The DSU Plan may be amended at any time by the Board in its sole discretion, subject to applicable regulatory approval (including, approval of the TSX), and the terms of the DSU Plan; provided that no such amendment shall, unless required by law, adversely affect the rights of any DSU Participant with respect to DSUs to which the DSU Participant is then entitled to under the DSU Plan, without the consent of the DSU Participant, and any amendment shall be such that the DSU Plan continuously meets the conditions and requirements of certain applicable tax laws. Without limiting the generality of the foregoing, the Board may make the following amendments to the DSU Plan without obtaining Shareholder approval:

The Board may not, without the approval of the Company’s shareholders, make the following amendments to the DSU Plan:

The Board has determined that the maximum number of Common Shares available for issuance upon redemption of DSUs, combined with the number of Common Shares issuable under all full-value security-based compensation arrangements of the Company (consisting of the DSU Plan and the Share Unit Plan) and all security-based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the Share Unit Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares issuable at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the Stock Option Plan, DSU Plan and the Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and Share Unit Plan for share-settled DSU and RSU award grants).

The maximum aggregate value of DSU awards granted under the DSU Plan to any non-employee director in a one- year period combined with the value of all grants under other security-based compensation arrangements of the Company in such one-year period will not exceed CDN$150,000. The foregoing limitation does not apply to grants of DSUs made in lieu of directors’ fees.

The number of DSUs granted on a quarterly basis is calculated based on the fees owed for the applicable quarter, divided by the VWAP of the Common Shares of the Company for the 5 days preceding the end of each quarter, with an increase to the number of DSUs to be granted at a factor of 1.25 of the fees earned.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the DSU Plan does not have a fixed maximum number of securities issuable pursuant thereto, it was last approved by Shareholders at the 2022 Company Meeting.

The Board has determined that the maximum number of Common Shares available for issuance upon the redemption of RSUs or DSUs, combined with the number of Common Shares issuable under all full-value security-based compensation arrangements of the Company (consisting of the DSU Plan and the Share Unit Plan) and all security- based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the Share Unit Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares reserved for issuance at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the DSU Plan and the Share Unit Plan, cannot exceed 10% of the issued and outstanding Common Shares.

Issued & Outstanding Securities

The following table sets forth the annual “burn rate” of the Stock Option Plan, the Share Unit Plan and the DSU Plan

for each of the three most recently completed fiscal years, calculated using the TSX's prescribed methodology:

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director or officer or any associate or affiliate of any such director or officer is, or at any time during the recently completed financial year was, indebted to the Company, other than routine indebtedness.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or an officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee of management of the Company for election as a director of the Company, and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in the matters to be acted upon at the Meeting other than the election of directors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described herein, no director, officer, or 10% shareholder of the Company, or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year, or any proposed transaction, that has materially affected or will materially affect the Company or any of its subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s Annual Information Form, can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov. Additional financial information is provided in the Company’s annual financial statements for the fiscal year ended December 31, 2024, the notes appended thereto, and in Management’s Discussion and Analysis for the fiscal year ended December 31, 2024, which can be obtained upon request to the Company, or by going to the Company’s SEDAR+ profile on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov. The Company may require payment of a reasonable charge if the request is made by a person or company who is not a shareholder of the Company.

Reference to our website is included in this notice as an inactive textual reference only. Information contained on our website is not incorporated by reference in this Circular and should not be considered to be a part of this Circular.

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BOARD APPROVAL

The contents and sending of this Circular have been approved by the Board. A copy of this Circular has been sent to each director of the Company and made available to each shareholder entitled to notice of the Meeting and to the auditors of the Company.

DATED this 15th day of May, 2025.

FORWARD-LOOKING STATEMENTS

Statements contained in this Circular 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 Circular include, but are not limited to, the Company’s approach to director and executive compensation going forward and, subject to Shareholder approval of the Share Consolidation Special Resolution and applicable exchange approvals, the Board’s exercise of its authority to implement the Share Consolidation and discretion to determine the Consolidation Ratio.

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 Circular 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; to 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 Circular and the Company’s 2024 annual information form and most recent MD&A 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 Circular 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 Circular 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 Circular. 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.

SCHEDULE “A”

BOARD MANDATE

(See attached)