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

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

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

 

For the month of August 2025

 

Commission File Number 001-37982

 

AMERICAS GOLD AND SILVER CORPORATION

(Translation of registrant’s name into English)

 

145 King Street West, Suite 2870

Toronto, Ontario, Canada

M5H 1J8

(Address of principal executive offices)

 

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

 

Form 20-F ☐     Form 40-F ☒

 






 

SIGNATURE

 

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

 

 

AMERICAS GOLD AND SILVER CORPORATION

 

Date: August 11, 2025

 

/s/ Peter McRae

 

 

 

Peter McRae

Chief Legal Officer and Senior Vice President Corporate Affairs

 

 






 

INDEX TO EXHIBITS

 

99.1

Interim Financial Statements

99.2

Interim Management Discussion and Analysis

99.3

Certification of Interim Filings - CEO

99.4

Certification of Interim Filings - CFO

 

 

3

 

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

EXHIBIT 99.1 

 

 

AMERICAS GOLD AND SILVER CORPORATION

 

Condensed Interim Consolidated Financial Statements

 

For the three and six months ended June 30, 2025 and 2024

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

 

 

 

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements 

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

 






  

Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

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

 

 

 

 June 30,

 

 

 December 31,

 

As at

 

 2025

 

 

 2024

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 61,683

 

 

$ 20,002

 

Trade and other receivables (Note 5)

 

 

10,426

 

 

 

7,132

 

Inventories (Note 6)

 

 

8,169

 

 

 

10,704

 

Prepaid expenses

 

 

3,554

 

 

 

2,876

 

 

 

 

83,832

 

 

 

40,714

 

Non-current assets

 

 

 

 

 

 

 

 

Restricted cash

 

 

4,624

 

 

 

4,527

 

Property, plant and equipment (Note 7)

 

 

155,837

 

 

 

147,399

 

Total assets

 

$ 244,293

 

 

$ 192,640

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 40,970

 

 

$ 37,333

 

Metals contract liability (Note 8)

 

 

17,404

 

 

 

13,707

 

Silver contract liability (Note 9)

 

 

2,735

 

 

 

-

 

Derivative instruments (Note 10)

 

 

-

 

 

 

709

 

Convertible debenture (Note 10)

 

 

-

 

 

 

10,849

 

Pre-payment facility (Note 11)

 

 

3,000

 

 

 

2,000

 

Credit facility (Note 12)

 

 

5,717

 

 

 

2,050

 

Term loan facility (Note 13)

 

 

580

 

 

 

-

 

Royalty payable (Note 14)

 

 

3,043

 

 

 

2,762

 

 

 

 

73,449

 

 

 

69,410

 

Non-current liabilities

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

2,554

 

 

 

1,658

 

Metals contract liability (Note 8)

 

 

25,622

 

 

 

27,161

 

Silver contract liability (Note 9)

 

 

19,831

 

 

 

18,193

 

Credit facility (Note 12)

 

 

3,952

 

 

 

7,440

 

Term loan facility (Note 13)

 

 

46,968

 

 

 

-

 

Post-employment benefit obligations

 

 

3,444

 

 

 

3,892

 

Decommissioning provision

 

 

12,154

 

 

 

11,389

 

Deferred tax liabilities (Note 21)

 

 

51

 

 

 

48

 

Total liabilities

 

$ 188,025

 

 

$ 139,191

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital (Note 15)

 

 

609,118

 

 

 

573,532

 

Equity reserve

 

 

61,039

 

 

 

56,521

 

Foreign currency translation reserve

 

 

10,874

 

 

 

14,426

 

Deficit

 

 

(624,763 )

 

 

(591,030 )

Total equity

 

$ 56,268

 

 

$ 53,449

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$ 244,293

 

 

$ 192,640

 

 

Going concern (Note 2), Subsequent event (Note 13), Contingencies (Note 24)

 

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

 

 

Page | 1

 

 

Americas Gold and Silver Corporation

Condensed interim consolidated statements of loss and comprehensive loss

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

 

 

 

 For the three-month period ended

 

 

 For the six-month period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

2024Revised (1)

 

 

 2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (Note 18)

 

$ 26,927

 

 

$ 33,213

 

 

$ 50,474

 

 

$ 54,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (Note 19)

 

 

(23,479 )

 

 

(21,562 )

 

 

(44,618 )

 

 

(42,600 )

Depletion and amortization (Note 7)

 

 

(6,497 )

 

 

(7,180 )

 

 

(12,006 )

 

 

(12,704 )

Care and maintenance costs

 

 

(493 )

 

 

(1,025 )

 

 

(628 )

 

 

(2,463 )

Corporate general and administrative (Note 20)

 

 

(6,091 )

 

 

(1,708 )

 

 

(12,588 )

 

 

(3,365 )

Exploration costs

 

 

(918 )

 

 

(900 )

 

 

(2,198 )

 

 

(1,916 )

Accretion on decommissioning provision

 

 

(154 )

 

 

(159 )

 

 

(314 )

 

 

(312 )

Interest and financing expense

 

 

(1,381 )

 

 

(2,922 )

 

 

(1,855 )

 

 

(3,611 )

Foreign exchange gain (loss)

 

 

2,809

 

 

 

124

 

 

 

2,984

 

 

 

(1,012 )

Gain on disposal of assets

 

 

-

 

 

 

-

 

 

 

966

 

 

 

-

 

Loss on metals contract liabilities (Note 8 and 9)

 

 

(5,549 )

 

 

(1,668 )

 

 

(14,573 )

 

 

(4,714 )

Other gain (loss) on derivatives (Note 10)

 

 

-

 

 

 

327

 

 

 

709

 

 

 

(744 )

Fair value loss on royalty payable (Note 14)

 

 

(156 )

 

 

(257 )

 

 

(281 )

 

 

(513 )

Loss before income taxes

 

 

(14,982 )

 

 

(3,717 )

 

 

(33,928 )

 

 

(19,889 )

Income tax expense (Note 21)

 

 

(121 )

 

 

(286 )

 

 

(93 )

 

 

(271 )

Net loss

 

$ (15,103 )

 

$ (4,003 )

 

$ (34,021 )

 

$ (20,160 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

$ (15,103 )

 

$ (4,863 )

 

$ (34,021 )

 

$ (19,319 )

Non-controlling interests (Note 2 and 17)

 

 

-

 

 

 

860

 

 

 

-

 

 

 

(841 )

Net loss

 

$ (15,103 )

 

$ (4,003 )

 

$ (34,021 )

 

$ (20,160 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that will not be reclassified to net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurement of post-employment benefit obligations

 

 

945

 

 

$ 734

 

 

$ 288

 

 

$ 2,490

 

Items that may be reclassified subsequently to net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation reserve

 

 

(2,029 )

 

 

615

 

 

 

(3,552 )

 

 

2,107

 

Other comprehensive income (loss)

 

 

(1,084 )

 

 

1,349

 

 

 

(3,264 )

 

 

4,597

 

Comprehensive loss

 

$ (16,187 )

 

$ (2,654 )

 

$ (37,285 )

 

$ (15,563 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

$ (16,187 )

 

$ (3,808 )

 

$ (37,285 )

 

$ (15,719 )

Non-controlling interests (Note 2 and 17)

 

 

-

 

 

 

1,154

 

 

 

-

 

 

 

156

 

Comprehensive loss

 

$ (16,187 )

 

$ (2,654 )

 

$ (37,285 )

 

$ (15,563 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share attributable to shareholders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.02 )

 

 

(0.02 )

 

 

(0.05 )

 

 

(0.08 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (Note 16)

 

 

658,159,864

 

 

 

252,620,572

 

 

 

639,174,498

 

 

 

237,268,113

 

 

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

 

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

 

 

Page | 2

 

 

Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the six-month periods ended June 30, 2025 and 2024

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

 

 

 

 

 

 

 

 

 

 Foreign

 

 

 

 

 

 

 

 

 

 

 

 Share capital

 

 

 

 

 currency

 

 

 

 

 Attributable

 

 

 Non-

 

 

 

 

 

 Common 

 

 

 Equity

 

 

 translation

 

 

 

 

 to shareholders

 

 

 controlling

 

 

 Total

 

 

 

 Shares

 

 

 Amount

 

 

 reserve

 

 

  reserve

 

 

 Deficit

 

 

 of the Company

 

 

 interests

 

 

 equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2025

 

 

594,450

 

 

$ 573,532

 

 

$ 56,521

 

 

$ 14,426

 

 

$ (591,030 )

 

$ 53,449

 

 

$ -

 

 

$ 53,449

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(34,021 )

 

 

(34,021 )

 

 

-

 

 

 

(34,021 )

Other comprehensive loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,552 )

 

 

288

 

 

 

(3,264 )

 

 

-

 

 

 

(3,264 )

Non-brokered private placements (Note 15)

 

 

26,099

 

 

 

16,003

 

 

 

571

 

 

 

-

 

 

 

-

 

 

 

16,574

 

 

 

-

 

 

 

16,574

 

Common shares issued

 

 

2,907

 

 

 

1,378

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,378

 

 

 

-

 

 

 

1,378

 

Conversion of convertible debenture (Note 10)

 

 

32,308

 

 

 

11,526

 

 

 

(484 )

 

 

-

 

 

 

-

 

 

 

11,042

 

 

 

-

 

 

 

11,042

 

Share-based payments

 

 

-

 

 

 

-

 

 

 

6,194

 

 

 

-

 

 

 

-

 

 

 

6,194

 

 

 

-

 

 

 

6,194

 

Exercise of options, warrants, and deferred share units

 

 

17,354

 

 

 

6,679

 

 

 

(1,763 )

 

 

-

 

 

 

-

 

 

 

4,916

 

 

 

-

 

 

 

4,916

 

Balance at June 30, 2025

 

 

673,118

 

 

$ 609,118

 

 

$ 61,039

 

 

$ 10,874

 

 

$ (624,763 )

 

$ 56,268

 

 

$ -

 

 

$ 56,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2024

 

 

218,690

 

 

$ 455,548

 

 

$ 52,936

 

 

$ 8,325

 

 

$ (463,391 )

 

 

53,418

 

 

$ 18,782

 

 

$ 72,200

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,319 )

 

 

(19,319 )

 

 

(841 )

 

 

(20,160 )

Other comprehensive income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,107

 

 

 

1,494

 

 

 

3,601

 

 

 

996

 

 

 

4,597

 

Contribution from non-controlling interests (Note 17)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,995

 

 

 

1,995

 

Equity offering (Note 15)

 

 

26,150

 

 

 

3,171

 

 

 

1,855

 

 

 

-

 

 

 

-

 

 

 

5,026

 

 

 

-

 

 

 

5,026

 

Non-brokered private placements (Note 15)

 

 

1,586

 

 

 

427

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

427

 

 

 

-

 

 

 

427

 

Common shares issued

 

 

229

 

 

 

50

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50

 

 

 

-

 

 

 

50

 

Retraction of convertible debenture (Note 10)

 

 

10,228

 

 

 

2,855

 

 

 

(141 )

 

 

-

 

 

 

-

 

 

 

2,714

 

 

 

-

 

 

 

2,714

 

Share-based payments

 

 

-

 

 

 

-

 

 

 

442

 

 

 

-

 

 

 

-

 

 

 

442

 

 

 

-

 

 

 

442

 

Balance at June 30, 2024

 

 

256,883

 

 

$ 462,051

 

 

$ 55,092

 

 

$ 10,432

 

 

$ (481,216 )

 

$ 46,359

 

 

$ 20,932

 

 

$ 67,291

 

 

 

Page | 3

 

 

Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows

For the six-month periods ended June 30, 2025 and 2024

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

 

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

 2024

 

Cash flow generated from (used in)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Net loss for the period

 

$ (34,021 )

 

$ (20,160 )

Adjustments for the following items:

 

 

 

 

 

 

 

 

Depletion and amortization

 

 

12,006

 

 

 

12,704

 

Income tax expense

 

 

93

 

 

 

271

 

Accretion on decommissioning provision

 

 

314

 

 

 

312

 

Share-based payments

 

 

6,194

 

 

 

442

 

Non-cash expenses from common shares issued

 

 

-

 

 

 

50

 

Provision on other long-term liabilities

 

 

16

 

 

 

18

 

Interest and financing expense

 

 

137

 

 

 

1,990

 

Net charges on post-employment benefit obligations

 

 

(160 )

 

 

134

 

Inventory write-downs

 

 

1,924

 

 

 

818

 

Gain on disposal of assets

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities

 

 

14,573

 

 

 

4,714

 

Other loss (gain) on derivatives

 

 

(709 )

 

 

744

 

Fair value loss on royalty payable

 

 

281

 

 

 

513

 

 

 

 

(318 )

 

 

2,550

 

Changes in non-cash working capital items:

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

(3,294 )

 

 

(2,172 )

Inventories

 

 

611

 

 

 

(56 )

Prepaid expenses

 

 

(678 )

 

 

(363 )

Forward contracts

 

 

-

 

 

 

-

 

Trade and other payables

 

 

1,824

 

 

 

2,487

 

Net cash generated from (used in) operating activities

 

 

(1,855 )

 

 

2,446

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Expenditures on property, plant and equipment

 

 

(17,764 )

 

 

(9,520 )

Proceeds from disposal of assets

 

 

997

 

 

 

-

 

Net cash used in investing activities

 

 

(16,767 )

 

 

(9,520 )

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Pre-payment facility

 

 

1,000

 

 

 

750

 

Lease payments

 

 

(346 )

 

 

(326 )

Equity offering, net

 

 

-

 

 

 

5,026

 

Non-brokered private placements, net

 

 

16,574

 

 

 

427

 

Term loan facility, net

 

 

49,763

 

 

 

-

 

Metals contract liability, net

 

 

(8,045 )

 

 

(152 )

Royalty agreement, net

 

 

-

 

 

 

(628 )

Proceeds from exercise of options and warrants

 

 

4,916

 

 

 

-

 

Contribution from non-controlling interests

 

 

-

 

 

 

1,995

 

Net cash generated from financing activities

 

 

63,862

 

 

 

7,092

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

 

(3,559 )

 

 

1,558

 

Increase in cash and cash equivalents

 

 

41,681

 

 

 

1,576

 

Cash and cash equivalents, beginning of period

 

 

20,002

 

 

 

2,061

 

Cash and cash equivalents, end of period

 

$ 61,683

 

 

$ 3,637

 

 

 

 

 

 

 

 

 

 

Interest paid during the period

 

$ 941

 

 

$ 1,483

 

 

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

 

 

Page | 4

 

  

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

1. Corporate information

 

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

 

The unaudited condensed interim consolidated financial statements of the Company (“the Interim Financial Statements”) for the three and six months ended June 30, 2025 were approved and authorized for issue by the Board of Directors of the Company on August 11, 2025.

 

2. Basis of presentation and going concern

 

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

 

These Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital of $10.4 million, including cash and cash equivalents of $61.7 million as at June 30, 2025. During the six-month period ended June 30, 2025, the Company reported a net loss of $34.0 million, including loss on metals contract liabilities of $14.6 million. At June 30, 2025, the Company may not have sufficient liquidity on hand to fund its operations for the next twelve months and may require further financing to meet its financial obligations and execute on its business plans at its mining operations.

 

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to 2024, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company’s Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott, and closed a bought deal private placement of subscription receipts for gross proceeds of $50 million CAD or $35.1 million USD (see Note 15). As part of the agreement, the Company also closed additional non-brokered private placements for total gross proceeds of $6.9 million CAD or $5.0 million USD through total issuance of 16,650,000 of the Company’s common shares priced at approximately $0.42 CAD per share for bridge financing purposes. On June 24, 2025, the Company entered into a senior secured debt facility with SAF Group for an initial $50 million term loan advance, and two additional tranches of $25 million each made available to the Company upon satisfactory of certain conditions (See Note 13). While it has been successful in the past in obtaining financing for its operations, there is no assurance that it will be able to obtain adequate financing in the future. The ability to raise additional financing, to access the additional tranches, to achieve cash flow positive production at the Cosalá Operations and Galena Complex, allowing the Company to generate sufficient operating cash flows, are significant judgments in these Interim Financial Statements.

 

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

 

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

 

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

 

 

Page | 5

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

3. Changes in accounting policies and recent accounting pronouncements

 

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

 

 

-

Amendments to IFRS 9 and 7 – Classification and Measurement of Financial Instruments with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026.

 

-

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

 

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

 

4. Significant accounting judgments and estimates

 

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

 

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

 

5. Trade and other receivables

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Trade receivables

 

$ 6,373

 

 

$ 3,572

 

Value added taxes receivable

 

 

941

 

 

 

-

 

Other receivables

 

 

3,112

 

 

 

3,560

 

 

 

$ 10,426

 

 

$ 7,132

 

 

6. Inventories

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Concentrates

 

$ 545

 

 

$ 2,971

 

Ore stockpiles

 

 

1,715

 

 

 

1,767

 

Spare parts and supplies

 

 

5,909

 

 

 

5,966

 

 

 

$ 8,169

 

 

$ 10,704

 

 

The amount of inventories recognized in cost of sales was $23.5 million during the three-month period ended June 30, 2025 (2024: $21.6 million) and $44.6 million during the six-month period ended June 30, 2025 (2024: $42.6 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $1.2 million during the three-month period end June 30, 2025 (2024: nil) and $1.9 million during the six-month period ended June 30, 2025 (2024: $0.8 million).

 

 

Page | 6

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

7. Property, plant and equipment

 

 

 

 Mining

 

 

 Non-producing

 

 

 Plant and

 

 

 Right-of-use

 

 

 Corporate

 office

 

 

 

 

 

 interests

 

 

 properties

 

 

 equipment

 

 

 lease assets

 

 

 equipment

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2024

 

$ 226,819

 

 

$ 12,469

 

 

$ 128,228

 

 

$ 11,685

 

 

$ 237

 

 

$ 379,438

 

Asset additions

 

 

14,226

 

 

 

-

 

 

 

4,794

 

 

 

789

 

 

 

-

 

 

 

19,809

 

Change in decommissioning provision

 

 

(1,420 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,420 )

Balance at December 31, 2024

 

 

239,625

 

 

 

12,469

 

 

 

133,022

 

 

 

12,474

 

 

 

237

 

 

 

397,827

 

Asset additions

 

 

12,184

 

 

 

-

 

 

 

5,613

 

 

 

2,086

 

 

 

141

 

 

 

20,024

 

Asset disposals

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(31 )

 

 

-

 

 

 

(31 )

Change in decommissioning provision

 

 

451

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

451

 

Balance at June 30, 2025

 

$ 252,260

 

 

$ 12,469

 

 

$ 138,635

 

 

$ 14,529

 

 

$ 378

 

 

$ 418,271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   and depletion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2024

 

$ (132,474 )

 

$ -

 

 

$ (85,440 )

 

$ (8,223 )

 

$ (200 )

 

$ (226,337 )

Depreciation/depletion for the year

 

 

(14,172 )

 

 

-

 

 

 

(8,615 )

 

 

(1,278 )

 

 

(26 )

 

 

(24,091 )

Balance at December 31, 2024

 

 

(146,646 )

 

 

-

 

 

 

(94,055 )

 

 

(9,501 )

 

 

(226 )

 

 

(250,428 )

Depreciation/depletion for the period

 

 

(7,148 )

 

 

-

 

 

 

(4,130 )

 

 

(717 )

 

 

(11 )

 

 

(12,006 )

Balance at June 30, 2025

 

$ (153,794 )

 

$ -

 

 

$ (98,185 )

 

$ (10,218 )

 

$ (237 )

 

$ (262,434 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

at December 31, 2024

 

$ 92,979

 

 

$ 12,469

 

 

$ 38,967

 

 

$ 2,973

 

 

$ 11

 

 

$ 147,399

 

at June 30, 2025

 

$ 98,466

 

 

$ 12,469

 

 

$ 40,450

 

 

$ 4,311

 

 

$ 141

 

 

$ 155,837

 

 

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

 

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $16.0 million, $5.7 million, and $0.2 million, respectively, as at June 30, 2025 (December 31, 2024: $16.0 million, $7.0 million, and $1.2 million, respectively).

 

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

 

8. Precious metals delivery and purchase agreement

 

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

 

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

 

 

Page | 7

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

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

 

 

 

 Six-month

 

 

 Year

 

 

 

 period ended

 

 

 ended

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Net metals contract liability, beginning of period

 

$ 40,868

 

 

$ 36,837

 

Advance increase (net of financing expense)

 

 

-

 

 

 

12,512

 

Delivery of metals purchased

 

 

(8,045 )

 

 

(18,564 )

Revaluation of metals contract liability

 

 

10,203

 

 

 

10,083

 

Net metals contract liability, end of period

 

$ 43,026

 

 

$ 40,868

 

 

 

 

 

 

 

 

 

 

Current portion

 

$ 17,404

 

 

$ 13,707

 

Non-current portion

 

 

25,622

 

 

 

27,161

 

 

 

$ 43,026

 

 

$ 40,868

 

 

9. Silver metals delivery agreement

 

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

 

The fixed deliveries are recognized as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries will be satisfied through external purchase of silver. A fair value of the metals contract liability of $19.8 million was determined at inception using forward commodity pricing curves at the end of the fiscal 2024. A $4.4 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the six-month period ended June 30, 2025 (2024: nil).

 

10. Convertible debenture

 

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

 

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

 

The Company has since amended the Convertible Debenture multiple times resultantly increasing the principal balance to total outstanding principal, net of retractions, of $16.8 million CAD or $11.7 million USD as at December 31, 2024, retractable at the holder’s option at a cumulative $1.75 million CAD per month, and convertible at the holder’s option at a conversion price of $0.52 CAD.

 

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

 

The Company recognized a gain of $0.7 million for the six-month period ended June 30, 2025 (2024: loss of $0.7 million) as a result of the change in the estimated fair value of the combined Redemption Option and Retraction Option.

 

 

Page | 8

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

11. Pre-payment facility

 

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

 

12. Credit facility

 

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

 

13. Term loan facility

 

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

 

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

 

At inception, the Initial Advance was accounted for at amortized cost, net of $2.5 million in financing costs, with principal repayments being amortized over the term of the loan.

 

14.  Royalty payable

 

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

 

On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value be representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument as at December 31, 2023 include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates. The Company recognized a loss of $0.3 million for the six-month period ended June 30, 2025 (2024: $0.5 million) as a result of the change in the estimated fair value of the Royalty Agreement.

 

 

Page | 9

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

15. Share capital

 

During the six-month period ended June 30, 2025, the Company closed non-brokered private placements for total gross proceeds of $16.7 million through total issuance of 26,099,212 of the Company’s common shares priced at approximately $0.89 CAD per share. As part of the non-brokered private placements, 2,610,000 warrants for approximately $0.6 million were issued and offset against share capital where each warrant is exercisable for one common share at an exercise price of $1.00 CAD for a period of three years starting March 31, 2025.

 

During the six-month period ended June 30, 2025, the Company settled $1.4 million of transaction-related payables through issuance of 2,906,504 of the Company’s common shares.

 

On March 27, 2024, the Company completed an equity offering of 26,000,000 units at a price of $0.30 CAD per unit for total gross proceeds of $5.8 million. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of $0.40 CAD for a period of three years starting March 27, 2024. As part of the equity offering, approximately $0.8 million in transaction costs were incurred and offset against share capital, and 150,000 common shares and 1,510,020 warrants for approximately $0.1 million and $0.1 million, respectively, were issued to the Company’s advisors and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.30 CAD for a period of two years starting March 27, 2024.

 

On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company’s Galena Complex in exchange for issuance of 170,000,000 of the Company’s common shares, and $10 million in cash, plus monthly deliveries of 18,500 ounces of silver for a period of 36 months starting in January 2026 (see Note 9). The Company also completed a concurrent bought deal private placement of subscription receipts raising gross proceeds of $50 million CAD or $35.1 million USD at an issue price of $0.40 CAD per subscription receipt resulting from total issuance of 125,000,000 of the Company’s common shares.

 

During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $9.4 million through total issuance of 28,112,615 of the Company’s common shares priced at approximately $0.47 CAD per share.

 

a. Authorized

 

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

 

b. Stock option plan

 

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

 

 

Page | 10

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

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

 

 

 

 

 

 Six-month

 

 

 

 

 Year

 

 

 

 

 

 period ended

 

 

 

 

 ended

 

 

 

 

 

 June 30,

 

 

 

 

 December 31,

 

 

 

 

 

 2025

 

 

 

 

 2024

 

 

 

 

 

 Weighted

 

 

 

 

 Weighted

 

 

 

 

 

 average

 

 

 

 

 average

 

 

 

 

 

 exercise

 

 

 

 

 exercise

 

 

 

 Number

 

 

 price

 

 

 Number

 

 

 price

 

 

 

 (thousands)

 

 

 CAD

 

 

 (thousands)

 

 

 CAD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

20,110

 

 

$ 0.67

 

 

 

17,370

 

 

$ 1.30

 

Granted

 

 

9,750

 

 

 

0.56

 

 

 

9,050

 

 

 

0.53

 

Exercised

 

 

(1,250 )

 

 

0.39

 

 

 

-

 

 

 

-

 

Expired

 

 

(3,976 )

 

 

1.05

 

 

 

(6,310 )

 

 

2.22

 

Balance, end of period

 

 

24,634

 

 

$ 0.58

 

 

 

20,110

 

 

$ 0.67

 

 

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

 

 

 

 Weighted

 

 

 

 

 

 

 

 

 

 

 

 average

 

 

 

 

 Weighted

 

 

 

 

 Weighted

 

 

 

 remaining

 

 

 

 

 average

 

 

 

 

 average

 

 Exercise

 

 contractual

 

 

 

 

 exercise

 

 

 

 

 exercise

 

 price

 

 life

 

 

 Outstanding

 

 

 price

 

 

 Exercisable

 

 

 price

 

 CAD

 

 (years)

 

 

 (thousands)

 

 

 CAD

 

 

 (thousands)

 

 

 CAD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 $0.01 to $0.50

 

 

1.48

 

 

 

3,184

 

 

$ 0.31

 

 

 

1,942

 

 

$ 0.31

 

 $0.51 to $1.04

 

 

2.97

 

 

 

21,450

 

 

 

0.61

 

 

 

6,517

 

 

 

0.76

 

 

 

 

 

 

 

 

24,634

 

 

$ 0.58

 

 

 

8,459

 

 

$ 0.65

 

 

c. Share-based payments

 

The weighted average fair value at grant date of the Company’s stock options granted during the six-month period ended June 30, 2025 was $0.23 (2024: $0.12).

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 Six-month

 

 

 Six-month

 

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

 2024

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected stock price volatility (1)

 

 

69 %

 

 

67 %

 

 

70 %

 

 

67 %

Risk free interest rate

 

 

2.83 %

 

 

4.02 %

 

 

2.94 %

 

 

4.02 %

Expected life

 

 5 years

 

 

 3 years

 

 

 5 years

 

 

 3 years

 

Expected forfeiture rate

 

 

5.00 %

 

 

3.08 %

 

 

3.22 %

 

 

3.08 %

Expected dividend yield

 

 

0 %

 

 

0 %

 

 

0 %

 

 

0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payments included in cost of sales

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Share-based payments included in general and administrative expenses

 

 

528

 

 

 

155

 

 

 

1,040

 

 

 

311

 

Total share-based payments

 

$ 528

 

 

$ 155

 

 

$ 1,040

 

 

$ 311

 

 

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

 

 

Page | 11

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

d. Warrants

 

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

 

Number of

 

 

 Exercise

 

 

 Issuance

 

 Expiry

 

 warrants

 

 

 price (CAD)

 

 

 date

 

 date

 

 

17,600

 

 

 

0.30

 

 

 Mar 2024

 

 Mar 27, 2026

 

 

1,000,000

 

 

 

0.55

 

 

 Jun 2023

 

 Jun 21, 2026

 

 

16,322,500

 

 

 

0.40

 

 

 Mar 2024

 

 Mar 27, 2027

 

 

3,000,000

 

 

 

0.42

 

 

 Aug 2024

 

 Aug 14, 2027

 

 

2,610,000

 

 

 

1.00

 

 

 Mar 2025

 

 Mar 31, 2028

 

 

22,950,100

 

 

 

 

 

 

 

 

 

 

 

e. Restricted share units:

 

The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company’s discretion. Prior to December 31, 2024, the Company previously elected to settle these units in cash. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at June 30, 2025, 234,076 (December 31, 2024: 234,076) cash-settled restricted share units are outstanding at an aggregate value of $0.2 million (December 31, 2024: $0.1 million) which is included in trade and other payables in the consolidated statement of financial position.

 

Effective January 1, 2025, the Company amended the application of its accounting policy for share-settled restricted share units where each share-settled restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. As at June 30, 2025, 20,516,115 (December 31, 2024: nil) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.

 

f. Deferred share units:

 

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at June 30, 2025, 8,350,376 (December 31, 2024: 3,562,917) deferred share units are issued and outstanding.

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 Six-month

 

 

 Six-month

 

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

 2024

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of shares

 

 

658,159,864

 

 

 

252,620,572

 

 

 

639,174,498

 

 

 

237,268,113

 

Effect of dilutive stock options and warrants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted weighted average number of shares

 

 

658,159,864

 

 

 

252,620,572

 

 

 

639,174,498

 

 

 

237,268,113

 

 

Diluted weighted average number of common shares for the three-month and six-month periods ended June 30, 2025 excludes nil anti-dilutive preferred shares (2024: nil), 24,633,601 anti-dilutive stock options (2024: 18,320,000) and 22,950,100 anti-dilutive warrants (2024: 31,760,020).

 

 

Page | 12

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

17. Non-controlling interests

 

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

 

18. Revenue

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 Six-month

 

 

 Six-month

 

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

2024Revised (1)

 

 

 2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Silver

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue

 

$ 16,115

 

 

$ 21,793

 

 

$ 28,738

 

 

$ 35,381

 

Derivative pricing adjustments

 

 

121

 

 

 

121

 

 

 

1,106

 

 

 

660

 

 

 

 

16,236

 

 

 

21,914

 

 

 

29,844

 

 

 

36,041

 

Zinc

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue

 

$ 2,274

 

 

$ 11,261

 

 

$ 11,775

 

 

$ 19,922

 

Derivative pricing adjustments

 

 

2

 

 

 

566

 

 

 

82

 

 

 

655

 

 

 

 

2,276

 

 

 

11,827

 

 

 

11,857

 

 

 

20,577

 

Lead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue

 

$ 1,852

 

 

$ 5,652

 

 

$ 5,264

 

 

$ 9,792

 

Derivative pricing adjustments

 

 

(78 )

 

 

40

 

 

 

(134 )

 

 

158

 

 

 

 

1,774

 

 

 

5,692

 

 

 

5,130

 

 

 

9,950

 

Other by-products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenue

 

$ 97

 

 

$ 306

 

 

$ 350

 

 

$ 591

 

Derivative pricing adjustments

 

 

10

 

 

 

102

 

 

 

63

 

 

 

214

 

 

 

 

107

 

 

 

408

 

 

 

413

 

 

 

805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total sales revenue

 

$ 20,338

 

 

$ 39,012

 

 

$ 46,127

 

 

$ 65,686

 

Total derivative pricing adjustments

 

 

55

 

 

 

829

 

 

 

1,117

 

 

 

1,687

 

Gross revenue

 

$ 20,393

 

 

$ 39,841

 

 

$ 47,244

 

 

$ 67,373

 

Proceeds before intended use

 

 

8,281

 

 

 

635

 

 

 

10,602

 

 

 

705

 

Treatment and selling costs

 

 

(1,747 )

 

 

(7,263 )

 

 

(7,372 )

 

 

(14,013 )

 

 

$ 26,927

 

 

$ 33,213

 

 

$ 50,474

 

 

$ 54,065

 

 

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

 

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

 

 

Page | 13

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

19. Cost of sales

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 Six-month

 

 

 Six-month

 

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

2024Revised (1)

 

 

 2025

 

 

2024Revised (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$ 7,083

 

 

$ 8,025

 

 

$ 14,466

 

 

$ 15,821

 

Raw materials and consumables

 

 

6,036

 

 

 

8,330

 

 

 

13,126

 

 

 

17,190

 

Utilities

 

 

1,103

 

 

 

1,109

 

 

 

2,141

 

 

 

2,277

 

Transportation costs

 

 

504

 

 

 

1,587

 

 

 

1,572

 

 

 

2,950

 

Other costs

 

 

3,808

 

 

 

1,667

 

 

 

4,542

 

 

 

3,183

 

Costs before intended use

 

 

4,811

 

 

 

347

 

 

 

6,236

 

 

 

417

 

Changes in inventories

 

 

(1,063 )

 

 

497

 

 

 

611

 

 

 

(56 )

Inventory write-downs

 

 

1,197

 

 

 

-

 

 

 

1,924

 

 

 

818

 

 

 

$ 23,479

 

 

$ 21,562

 

 

$ 44,618

 

 

$ 42,600

 

 

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

 

20. Corporate general and administrative expenses

 

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

 

 

 

 Three-month

 

 

 Three-month

 

 

 Six-month

 

 

 Six-month

 

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 period ended

 

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 June 30,

 

 

 

 2025

 

 

 2024

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$ 1,174

 

 

$ 601

 

 

$ 2,322

 

 

$ 1,113

 

Directors’ fees

 

 

892

 

 

 

104

 

 

 

2,773

 

 

 

226

 

Share-based payments

 

 

1,925

 

 

 

155

 

 

 

3,601

 

 

 

311

 

Professional fees

 

 

1,180

 

 

 

307

 

 

 

2,156

 

 

 

676

 

Office and general

 

 

920

 

 

 

541

 

 

 

1,736

 

 

 

1,039

 

 

 

$ 6,091

 

 

$ 1,708

 

 

$ 12,588

 

 

$ 3,365

 

 

21. Income taxes

 

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

 

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

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Property, plant and equipment

 

$ 130

 

 

$ 130

 

Other

 

 

323

 

 

 

313

 

Total deferred tax liabilities

 

 

453

 

 

 

443

 

Provisions and reserves

 

 

(402 )

 

 

(395 )

Net deferred tax liabilities

 

$ 51

 

 

$ 48

 

 

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

 

 

Page | 14

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

22. Financial risk management

 

a. Financial risk factors

 

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

 

(i) Credit Risk

 

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

 

As of June 30, 2025, the Company’s exposure to credit risk with respect to trade receivables amounts to $6.4 million (December 31, 2024: $3.6 million). The Company believes credit risk is not significant and there was no significant change to the Company’s allowance for expected credit losses as at June 30, 2025 and December 31, 2024.

 

(ii) Liquidity risk

 

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

 

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

 

 

 

June 30, 2025

 

 

 

 

 

 Less than

 

 

 

 

 

 

 Over 5

 

 

 

 Total

 

 

 1 year

 

 

 2-3 years

 

 

 4-5 years

 

 

 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 40,970

 

 

$ 40,970

 

 

$ -

 

 

$ -

 

 

$ -

 

Pre-payment facility

 

 

3,000

 

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Credit facility

 

 

10,000

 

 

 

6,000

 

 

 

4,000

 

 

 

-

 

 

 

-

 

Interest on credit facility

 

 

836

 

 

 

739

 

 

 

97

 

 

 

-

 

 

 

-

 

Term loan facility

 

 

53,191

 

 

 

798

 

 

 

13,165

 

 

 

39,228

 

 

 

-

 

Interest and fees on term loan facility

 

 

23,449

 

 

 

6,082

 

 

 

11,085

 

 

 

6,282

 

 

 

-

 

Royalty payable

 

 

3,043

 

 

 

3,043

 

 

 

-

 

 

 

-

 

 

 

-

 

Metals contract liability

 

 

43,026

 

 

 

17,404

 

 

 

25,622

 

 

 

-

 

 

 

-

 

Silver contract liability

 

 

22,566

 

 

 

2,735

 

 

 

15,942

 

 

 

3,889

 

 

 

-

 

Projected pension contributions

 

 

8,074

 

 

 

1,826

 

 

 

2,624

 

 

 

2,872

 

 

 

752

 

Decommissioning provision

 

 

19,875

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,875

 

Other long-term liabilities

 

 

2,554

 

 

 

-

 

 

 

1,703

 

 

 

211

 

 

 

640

 

 

 

$ 230,584

 

 

$ 82,597

 

 

$ 74,238

 

 

$ 52,482

 

 

$ 21,267

 

 

 

Page | 15

 

  

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

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

 

 

 

June 30, 2025

 

 

 

 

 

 Less than

 

 

 

 

 

 

 Over 5

 

 

 

 Total

 

 

 1 year

 

 

 2-3 years

 

 

 4-5 years

 

 

 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 1,534

 

 

$ 1,534

 

 

$ -

 

 

$ -

 

 

$ -

 

Other long-term liabilities

 

 

1,914

 

 

 

-

 

 

 

1,703

 

 

 

211

 

 

 

-

 

 

 

$ 3,448

 

 

$ 1,534

 

 

$ 1,703

 

 

$ 211

 

 

$ -

 

 

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

 

 

 

 Six-month

 

 

 Year

 

 

 

 period ended

 

 

 ended

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Lease liabilities, beginning of period

 

$ 1,655

 

 

$ 1,436

 

Additions

 

 

2,081

 

 

 

823

 

Lease principal payments

 

 

(277 )

 

 

(608 )

Lease interest payments

 

 

(69 )

 

 

(71 )

Accretion on lease liabilities

 

 

58

 

 

 

75

 

Lease liabilities, end of period

 

$ 3,448

 

 

$ 1,655

 

 

(iii) Market risk

 

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

 

(1) Interest rate risk

 

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

 

(2) Currency risk

 

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

 

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

 

 

 

As at June 30, 2025

 

 

 

 CAD

 

 

 MXN

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 686

 

 

$ 204

 

Trade and other receivables

 

 

82

 

 

 

3,601

 

Trade and other payables

 

 

6,937

 

 

 

11,660

 

 

 

Page | 16

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

As at June 30, 2025, the CAD/USD and MXN/USD exchange rates were 1.36 and 18.89, respectively. The sensitivity of the Company’s net loss and other comprehensive loss due to changes in the exchange rates for the six-month period ended June 30, 2025 is included in the following table:

 

 

 

 CAD/USD

 

 

 MXN/USD

 

 

 

 Exchange rate

 

 

 Exchange rate

 

 

 

 +/- 10%

 

 

 +/- 10%

 

 

 

 

 

 

 

 

Approximate impact on:

 

 

 

 

 

 

Net loss

 

$ 1,424

 

 

$ 2,393

 

Other comprehensive loss

 

 

324

 

 

 

32

 

 

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

 

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

 

(3) Price risk

 

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at June 30, 2025 the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.6 million (December 31, 2024: $0.4 million).

 

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

 

Net amount of gain or loss on derivative instruments from non-hedge foreign exchange and commodity forward contracts recognized through profit or loss during the six-month period ended June 30, 2025 was nil (2024: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debenture during the six-month period ended June 30, 2025 was a gain of $0.7 million (2024: loss of $0.7 million).

 

b. Fair values

 

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

 

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

 

 

·

Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets.

 

·

Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.

 

·

Metals contract liabilities: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period.

 

·

Pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes: The principal portion of pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes are initially measured at fair value and subsequently carried at amortized cost.

 

·

Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period.

 

 

Page | 17

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

 

·

Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.

 

·

Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

 

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

 

 

·

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·

Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.

 

·

Level 3 inputs are unobservable (supported by little or no market activity).

 

 

 

 June 30,

 

 

 December 31,

 

 

 

 2025

 

 

 2024

 

 

 

 

 

 

 

 

Level 1

 

 

 

 

 

 

Cash and cash equivalents

 

$ 61,683

 

 

$ 20,002

 

Restricted cash

 

 

4,624

 

 

 

4,527

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

10,426

 

 

 

7,132

 

Derivative instruments

 

 

-

 

 

 

709

 

Metals contract liability

 

 

43,026

 

 

 

40,868

 

Silver contract liability

 

 

22,566

 

 

 

18,193

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

Royalty payable

 

 

3,043

 

 

 

2,762

 

 

 

 

 

 

 

 

 

 

Amortized cost

 

 

 

 

 

 

 

 

Pre-payment facility

 

 

3,000

 

 

 

2,000

 

Credit facility

 

 

9,669

 

 

 

9,490

 

Term loan facility

 

 

47,548

 

 

 

-

 

Convertible debenture

 

 

-

 

 

 

10,849

 

 

23. Segmented and geographic information, and major customers

 

a. Segmented information

 

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

 

 

Page | 18

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

b. Geographic information

 

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

 

 

 

As at June 30, 2025

 

 

As at December 31, 2024

 

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 1,347

 

 

$ 3,313

 

 

$ 276

 

 

$ 56,747

 

 

$ 61,683

 

 

$ 6,576

 

 

$ 1,390

 

 

$ 35

 

 

$ 12,001

 

 

$ 20,002

 

Trade and other receivables

 

 

5,734

 

 

 

4,265

 

 

 

345

 

 

 

82

 

 

 

10,426

 

 

 

5,485

 

 

 

1,450

 

 

 

-

 

 

 

197

 

 

 

7,132

 

Inventories

 

 

5,993

 

 

 

2,073

 

 

 

103

 

 

 

-

 

 

 

8,169

 

 

 

7,976

 

 

 

2,625

 

 

 

103

 

 

 

-

 

 

 

10,704

 

Prepaid expenses

 

 

900

 

 

 

787

 

 

 

819

 

 

 

1,048

 

 

 

3,554

 

 

 

745

 

 

 

933

 

 

 

755

 

 

 

443

 

 

 

2,876

 

Restricted cash

 

 

145

 

 

 

53

 

 

 

4,426

 

 

 

-

 

 

 

4,624

 

 

 

135

 

 

 

53

 

 

 

4,339

 

 

 

-

 

 

 

4,527

 

Property, plant and equipment

 

 

54,102

 

 

 

79,080

 

 

 

21,980

 

 

 

675

 

 

 

155,837

 

 

 

48,123

 

 

 

74,935

 

 

 

23,686

 

 

 

655

 

 

 

147,399

 

Total assets

 

$ 68,221

 

 

$ 89,571

 

 

$ 27,949

 

 

$ 58,552

 

 

$ 244,293

 

 

$ 69,040

 

 

$ 81,386

 

 

$ 28,918

 

 

$ 13,296

 

 

$ 192,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$ 14,201

 

 

$ 9,795

 

 

$ 3,520

 

 

$ 13,454

 

 

$ 40,970

 

 

$ 12,650

 

 

$ 8,689

 

 

$ 2,896

 

 

$ 13,098

 

 

$ 37,333

 

Derivative instruments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

709

 

 

 

709

 

Pre-payment facility

 

 

-

 

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

3,000

 

 

 

-

 

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

2,000

 

Credit facility

 

 

9,669

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,669

 

 

 

9,490

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,490

 

Term loan facility

 

 

-

 

 

 

-

 

 

 

-

 

 

 

47,548

 

 

 

47,548

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Other long-term liabilities

 

 

1,124

 

 

 

1,014

 

 

 

-

 

 

 

416

 

 

 

2,554

 

 

 

-

 

 

 

1,170

 

 

 

-

 

 

 

488

 

 

 

1,658

 

Metals contract liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

43,026

 

 

 

43,026

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,868

 

 

 

40,868

 

Silver contract liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,566

 

 

 

22,566

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,193

 

 

 

18,193

 

Convertible debenture

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,849

 

 

 

10,849

 

Royalty payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,043

 

 

 

3,043

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,762

 

 

 

2,762

 

Post-employment benefit obligations

 

 

-

 

 

 

3,444

 

 

 

-

 

 

 

-

 

 

 

3,444

 

 

 

-

 

 

 

3,892

 

 

 

-

 

 

 

-

 

 

 

3,892

 

Decommissioning provision

 

 

2,516

 

 

 

5,602

 

 

 

4,036

 

 

 

-

 

 

 

12,154

 

 

 

2,129

 

 

 

5,346

 

 

 

3,914

 

 

 

-

 

 

 

11,389

 

Deferred tax liabilities

 

 

51

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

51

 

 

 

48

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

48

 

Total liabilities

 

$ 27,561

 

 

$ 22,855

 

 

$ 7,556

 

 

$ 130,053

 

 

$ 188,025

 

 

$ 24,317

 

 

$ 21,097

 

 

$ 6,810

 

 

$ 86,967

 

 

$ 139,191

 

  

 

 

Three-month period ended June 30, 2025

 

 

Three-month period ended June 30, 2024

 

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 11,520

 

 

$ 15,407

 

 

$ -

 

 

$ -

 

 

$ 26,927

 

 

$ 15,609

 

 

$ 17,604

 

 

$ -

 

 

$ -

 

 

$ 33,213

 

Cost of sales

 

 

(11,600 )

 

 

(11,879 )

 

 

-

 

 

 

-

 

 

 

(23,479 )

 

 

(11,163 )

 

 

(10,399 )

 

 

-

 

 

 

-

 

 

 

(21,562 )

Depletion and amortization

 

 

(1,306 )

 

 

(4,274 )

 

 

(855 )

 

 

(62 )

 

 

(6,497 )

 

 

(2,304 )

 

 

(3,974 )

 

 

(863 )

 

 

(39 )

 

 

(7,180 )

Care and maintenance costs

 

 

-

 

 

 

(115 )

 

 

(378 )

 

 

-

 

 

 

(493 )

 

 

-

 

 

 

(140 )

 

 

(885 )

 

 

-

 

 

 

(1,025 )

Corporate general and administrative

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,091 )

 

 

(6,091 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,708 )

 

 

(1,708 )

Exploration costs

 

 

(421 )

 

 

(473 )

 

 

(24 )

 

 

-

 

 

 

(918 )

 

 

(250 )

 

 

(628 )

 

 

(22 )

 

 

-

 

 

 

(900 )

Accretion on decommissioning provision

 

 

(53 )

 

 

(58 )

 

 

(43 )

 

 

-

 

 

 

(154 )

 

 

(62 )

 

 

(56 )

 

 

(41 )

 

 

-

 

 

 

(159 )

Interest and financing income (expense)

 

 

(24 )

 

 

(80 )

 

 

44

 

 

 

(1,321 )

 

 

(1,381 )

 

 

(89 )

 

 

(94 )

 

 

15

 

 

 

(2,754 )

 

 

(2,922 )

Foreign exchange gain (loss)

 

 

(632 )

 

 

-

 

 

 

-

 

 

 

3,441

 

 

 

2,809

 

 

 

611

 

 

 

-

 

 

 

-

 

 

 

(487 )

 

 

124

 

Loss on metals contract liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,549 )

 

 

(5,549 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,668 )

 

 

(1,668 )

Other gain on derivatives

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

327

 

 

 

327

 

Fair value loss on royalty payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(156 )

 

 

(156 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(257 )

 

 

(257 )

Income (loss) before income taxes

 

 

(2,516 )

 

 

(1,472 )

 

 

(1,256 )

 

 

(9,738 )

 

 

(14,982 )

 

 

2,352

 

 

 

2,313

 

 

 

(1,796 )

 

 

(6,586 )

 

 

(3,717 )

Income tax expense

 

 

(121 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(121 )

 

 

(286 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(286 )

Net income (loss) for the period

 

$ (2,637 )

 

$ (1,472 )

 

$ (1,256 )

 

$ (9,738 )

 

$ (15,103 )

 

$ 2,066

 

 

$ 2,313

 

 

$ (1,796 )

 

$ (6,586 )

 

$ (4,003 )

 

 

Page | 19

 

 

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2025 and 2024

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

 

 

 

Six-month period ended June 30, 2025

 

 

Six-month period ended June 30, 2024

 

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 Cosalá Operations

 

 

 Galena Complex

 

 

 Relief Canyon

 

 

 Corporate and Other

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 23,336

 

 

$ 27,138

 

 

$ -

 

 

$ -

 

 

$ 50,474

 

 

$ 28,395

 

 

$ 25,670

 

 

$ -

 

 

$ -

 

 

$ 54,065

 

Cost of sales

 

 

(22,591 )

 

 

(22,027 )

 

 

-

 

 

 

-

 

 

 

(44,618 )

 

 

(23,479 )

 

 

(19,121 )

 

 

-

 

 

 

-

 

 

 

(42,600 )

Depletion and amortization

 

 

(2,900 )

 

 

(7,282 )

 

 

(1,709 )

 

 

(115 )

 

 

(12,006 )

 

 

(4,649 )

 

 

(6,249 )

 

 

(1,727 )

 

 

(79 )

 

 

(12,704 )

Care and maintenance costs

 

 

-

 

 

 

(229 )

 

 

(399 )

 

 

-

 

 

 

(628 )

 

 

-

 

 

 

(270 )

 

 

(2,193 )

 

 

-

 

 

 

(2,463 )

Corporate general and administrative

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(12,588 )

 

 

(12,588 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,365 )

 

 

(3,365 )

Exploration costs

 

 

(1,241 )

 

 

(902 )

 

 

(55 )

 

 

-

 

 

 

(2,198 )

 

 

(374 )

 

 

(1,498 )

 

 

(44 )

 

 

-

 

 

 

(1,916 )

Accretion on decommissioning provision

 

 

(108 )

 

 

(118 )

 

 

(88 )

 

 

-

 

 

 

(314 )

 

 

(123 )

 

 

(109 )

 

 

(80 )

 

 

-

 

 

 

(312 )

Interest and financing income (expense)

 

 

(94 )

 

 

(192 )

 

 

87

 

 

 

(1,656 )

 

 

(1,855 )

 

 

(169 )

 

 

(198 )

 

 

29

 

 

 

(3,273 )

 

 

(3,611 )

Foreign exchange gain (loss)

 

 

(477 )

 

 

-

 

 

 

-

 

 

 

3,461

 

 

 

2,984

 

 

 

567

 

 

 

-

 

 

 

-

 

 

 

(1,579 )

 

 

(1,012 )

Gain on disposal of assets

 

 

-

 

 

 

-

 

 

 

966

 

 

 

-

 

 

 

966

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Loss on metals contract liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,573 )

 

 

(14,573 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,714 )

 

 

(4,714 )

Other gain (loss) on derivatives

 

 

-

 

 

 

-

 

 

 

-

 

 

 

709

 

 

 

709

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(744 )

 

 

(744 )

Fair value loss on royalty payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(281 )

 

 

(281 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(513 )

 

 

(513 )

Income (loss) before income taxes

 

 

(4,075 )

 

 

(3,612 )

 

 

(1,198 )

 

 

(25,043 )

 

 

(33,928 )

 

 

168

 

 

 

(1,775 )

 

 

(4,015 )

 

 

(14,267 )

 

 

(19,889 )

Income tax expense

 

 

(93 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(93 )

 

 

(271 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(271 )

Net loss for the period

 

$ (4,168 )

 

$ (3,612 )

 

$ (1,198 )

 

$ (25,043 )

 

$ (34,021 )

 

$ (103 )

 

$ (1,775 )

 

$ (4,015 )

 

$ (14,267 )

 

$ (20,160 )

 

c. Major customers

 

For the three-month period ended June 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 43% of revenues from Cosalá Operations and 57% of revenues from Galena Complex (2024: two major customers accounting for 43% of revenues from Cosalá Operations and 55% of revenues from Galena Complex). For the six-month period ended June 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 46% of revenues from Cosalá Operations and 54% of revenues from Galena Complex (2024: two major customers accounting for 49% of revenues from Cosalá Operations and 49% of revenues from Galena Complex).

 

24. Contingencies

 

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

 

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.4 million (MXN 196.8 million), of which $4.5 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.0 million (MXN 94.6 million) of their original reassessment. The remaining $5.4 million (MXN 102.2 million) consists of $4.5 million (MXN 84.4 million) related to transactions with certain suppliers and $0.9 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $0.9 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.5 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.1 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at June 30, 2025, the accrued liability of the probable obligation from the ongoing appeal was $1.0 million (December 31, 2024: $1.0 million).

 

 

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EX-99.2 3 usas_ex992.htm INTERIM MANAGEMENT DISCUSSION AND ANALYSIS usas_ex992.htm

 EXHIBIT 99.2

 

  

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

DATED AUGUST 11, 2025

 






 

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

 

Forward-Looking Statements

 

1

 

Management’s Discussion and Analysis

 

3

 

Overview

 

3

 

Recent Developments and Operational Discussion

 

5

 

Results of Operations

 

12

 

Summary of Quarterly Results

 

14

 

Liquidity

 

14

 

Capital Resources

 

17

 

Off-Balance Sheet Arrangements

 

17

 

Transactions with Related Parties

 

17

 

Risk Factors

 

18

 

Accounting Standards and Pronouncements

 

19

 

Financial Instruments

 

19

 

Capital Structure

 

19

 

Controls and Procedures

 

19

 

Technical Information

 

20

 

Non-GAAP and Other Financial Measures

 

20

 

 

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

 






   

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Forward-Looking Statements

 

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

 

 
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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

  

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

 

 
2 | Page

 

       

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Management’s Discussion and Analysis

 

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation (the “Company” or “Americas Gold and Silver”) constitutes management’s review of the Company’s financial and operating performance for the three and six months ended June 30, 2025, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated August 11, 2025 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended June 30, 2025 and 2024. The unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company including the Company’s most recent Annual Information Form are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com. The content of the Company’s website and information accessible through the website do not form part of this MD&A.

 

In this report, the management of the Company presents operating highlights for the three months ended June 30, 2025 (“Q2-2025”) compared to the three months ended June 30, 2024 (“Q2-2024”) and for the six months ended June 30, 2025 (“YTD-2025”) compared to the six months ended June 30, 2024 (“YTD-2024”) as well as comments on plans for the future. Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment: 100% Cosalá Operations and 60% Galena Complex up to December 18, 2024, prior to acquisition of Galena Complex’s 40% non-controlling interests, and 100% from both operations thereafter including fiscal 2025. In addition, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024 and are classified similarly in fiscal 2025.

 

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

 

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

 

Overview

 

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

 

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

 

 
3 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

 

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

 

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

 

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

 

 
4 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Recent Developments and Operational Discussion

 

Q2-2025 Highlights

 

 

·

Consolidated silver production increased 36% year-over-year and 54% quarter-over-quarter as the impact of operational improvements and efficiencies continues at the Galena Complex in Idaho while positive development progress at the Cosalá Operations’ EC120 Project facilitated the batching of higher grade development ore through the mill.

 

o

Consolidated silver production of 689,000 ounces was achieved during the quarter, or approximately 839,000 silver equivalent1 ounces, including 1.5 million pounds of zinc and 1.9 million pounds of lead.

 

·

Increase in silver sales revenue2 due to higher realized prices. Consolidated revenue, including by-product revenue, decreased to $27.0 million for Q2-2025 or 19% compared to $33.2 million for Q2-2024. The positive impact of higher silver production and realized silver price1 of $34.22/oz was offset by lower production and realized prices of zinc and lead as the Company continues development transitioning into the silver-copper EC120 Project which is predominantly higher grade silver and copper compared to San Rafael (higher zinc and lead) mined previously.

 

 

o

Pre-production sales of EC120 silver-copper concentrate contributed $8.3 million to revenue during Q2-2025.

 

·

Executed Senior secured term loan facility for funds of up to $100 million with SAF Group (“SAF”) primarily to fund growth and development capital spending at the Galena Complex, with the first $50 million tranche of funds received in June.

 

·

Successful metallurgical testwork results at the Galena Complex demonstrated over 90% antimony recovery. The Company commissioned SGS Canada Inc. to conduct flotation tests on the current mill feed. The test results on the tetrahedrite material indicated that a marketable concentrate may now be possible using modern metallurgical processes.

 

 

o

The test results mark a key step toward establishing the Company as the only current antimony producer in the United States, potentially unlocking a new revenue stream from a strategic by-product, previously counted as a penalty element, of the Galena ore body.

 

·

Multi-Metal Offtake Agreement for Galena Concentrates with Ocean Partners for treatment of up to 100% of the polymetallic concentrates from the Company’s Galena Complex at Teck Resources Limited’s (“Teck”) Trail Operations in Trail British Columbia. Guaranteeing processing capacity at a nearby smelter is critical as the Company executes its plans to significantly increase silver and by-product metal production over the next several years.

 

·

Strong exploration results from the Galena Complex, highlighted by an intersection of 983 g/t over 3.4 metres in the new 034 vein, with an initial vein target of 1.2M-1.5M silver ounces. The Company is continuing its near mine exploration program to target new high-grade mining areas that provide near term mining potential.

 

·

Cash and cash equivalents balance of $61.7 million and working capital1 of $10.4 million as at June 30, 2025 (working capital deficit of $28.7 million as at December 31, 2024).

 

·

Cost of sales1,2 per silver equivalent ounce produced, cash costs1 and all-in sustaining costs1 per silver ounce produced averaged $27.99, $26.64 and $32.89, respectively, in Q2-2025.

 

·

Net loss of $15.1 million for Q2-2025 during the revitalization of Galena (Q2-2024 net loss of $4.0 million), primarily due to the impact of increasing precious metal prices on metals-based liabilities, corporate general and administrative expenses connected with the addition of key technical personnel and reconstitution of the Board, and lower net revenue from decreased base metals production of zinc and lead as the Cosalá Operations transition to the silver-copper focused EC120 deposit. This was partially offset by lower interest and financing expense, and higher foreign exchange gain as well as strong silver revenue performance as the Company executes its strategy at Galena and Cosalá.

 

·

Adjusted earnings1 for Q2-2025 was a loss of $12.1 million (adjusted loss of $2.4 million for Q2-2024) and Adjusted EBITDA1 for Q2-2025 was a loss of $4.1 million (adjusted EBITDA income of $8.0 million for Q2-2024) primarily due to higher non-cash corporate general and administrative expenses, and lower net revenue from decreased base metals production of zinc and lead.

 

·

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

___________________________________________

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

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

 

 
5 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

 

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

 

Since closing the acquisition, the Company strengthened its financial position with the closing of the senior secured term loan facility for funds of up to $100 million with SAF in June 2025. The holders of the Company’s convertible debenture also converted their outstanding principal of $16.8 million CAD into the Company’s common shares during Q1-2025.

 

Senior Secured Term Loan Facility

 

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

 

The facility consists of:

 

 

·

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

 

·

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

 

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

 

 
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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Galena Complex

 

During Q2-2025, the Company has continued to make significant advances at the Galena Complex and is on-track with its operational growth plan. Development plans are well advanced with efficiencies in muck handling and improved development rates being realized. As an example, the 55-179 decline has reached the 55-206 stope and is developing to the next leg of 55-198 stope.  This new location for the ramp will access multiple stopes (the 55-206, 55-198, and 55-163 stopes) driving development cost down with multiple accesses from one ramp. Another key contributor to the improvements for the quarter was the first long-hole stope at Galena, successfully taking its first panel with minimal dilution. An additional long-hole stope is expected to be started in Q3-2025.

 

The process of replacing a portion the mine’s historical underground fleet continued during Q2-2025. Five new underground loaders and three mine trucks were ordered this year with the initial pieces already on site and put to work underground with expected efficiencies to be realized in the second half of 2025. The first remote capable WX-04 Komatsu loader is being commissioned with the remaining four pieces to be lowered and commissioned shortly.  In addition, two 300 ton bins, increased in size to accommodate the new haul trucks, have completed installation of new chutes and are expected to be commissioned in Q3-2025.

 

The first Alimak vent raise of 2025 was completed including an escapeway from the lower section. Construction of a second Alimak vent raise started in Q2-2025 and is expected to be completed in Q3-2025 allowing for greater access to the lower areas of the mine with greater air flow.

 

With the recent increase in silver prices, certain areas of the mine now have the potential to show favorable economics and may be included in the mine plan. An internal study is underway to go back into the 55-072 front ramp to access remnant mining.

 

Lastly, the components of the #3 shaft replacement hoist motor have arrived on site in early Q3-2025. The motor is a key component of the Galena Complex’s operational plans to materially increase hoisting capacity with installation planned during Q4-2025 with expected improvements to be realized in early 2026.

 

Galena Exploration Update

 

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

 

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

 
7 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

 

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

 

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

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

 

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

 

Metallurgical Testing - Antimony

 

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

 

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

 

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

 

Cosalá Operations

 

The Cosalá Operations are transitioning from the zinc-lead-silver San Rafael mine to the higher-grade silver-copper EC120 Project in fiscal 2025. The Company expects to continue to operate San Rafael throughout the EC120 Project development period as it develops sufficient working faces in the EC120 Project to reach commercial production by the end of 2025.  During the first half of 2025, mining took place in lower silver grade areas of the San Rafael mine while capital development focused on the EC120 Project as well as development into a higher-grade silver level of the San Rafael Upper Zone; this area has shown infill grades in certain holes greater than 2,000g/t though with limited tonnage. Mining of this higher-grade silver Upper Zone is expected in late Q3/early Q4 2025.Silver grade processed has increased quarter over quarter as the proportion of EC120 production steadily increases.

 

 
8 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Development of the EC120 Project’s El Cajón mine began in late Q4-2024 and is being carried out by an external contractor. Development rates have been increasing steadily through the second quarter. The Company has also placed additional equipment orders to replace aging machinery and improve mining efficiency.

 

The Sinaloa region, where the Company operates, has recently experienced heightened conflict between organized crime groups. While no damage has been reported to the Company’s property or personnel, intermittent regional security disruptions resulting from violence in nearby areas have caused delays in contractor mobilization and impacted the Company’s supply chain during the first half of 2025. Specifically, the EC120 Project’s Zone 120 development was delayed due to the late arrival of a raise-bore machine critical for completing a ventilation raise, which was broke through to surface in late April 2025. Additionally, these disruptions intermittently affected mill operations, leading to a minor reduction in milled tonnage though the Company largely maintained normal steady-state throughput throughout Q2 2025.

 

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

 

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

 

Metal Prices

 

Precious metals prices continued to increase during the Q2-2025 as investors adjusted capital flows and allocations in response to the monetary and fiscal policy plans of the new U.S. administration, international trade tariff discussions, and recession and inflation expectations, among other macroeconomic events. The market price of silver increased by 17% year-over-year to average price of $33.63/oz in Q2-2025 compared to an average price of $28.86/oz in Q2-2024. However, base metals market prices of copper, lead and zinc decreased by 2%, 7%, and 10%, respectively, year-over-year to average price of $4.32/lb, $1.20/lb, and $0.88/lb, respectively, in Q2-2025 compared to an average price of $4.42/lb, $1.29/lb, and $0.98/lb, respectively, in Q2-2024. The Company is dependant on both precious and base metal prices for profitability and liquidity.

 

In addition, the Company benefited from the USD/MXN exchange ratio increasing to above 21:1 during Q2-2025 from a low of approximately 16:1 during Q2-2024. The Company believes it is well positioned to significantly increase revenue for 2025 and beyond, supported by its planned growth in silver production at both of its producing operations and the assumption that market prices for silver, zinc, and copper remain at or above current levels.

 

Share Consolidation

 

As previously authorized by its shareholders on June 24, 2025 and subsequently approved by its Board on August 6, 2025, the Company intends to file articles of amendment on or about August 21, 2025, implementing a consolidation of its outstanding common shares on the basis as finally determined by the Board of one (1) post-consolidation common share for every two point five (2.5) pre-consolidation common shares (the "Consolidation"). The Consolidation has been conditionally approved by the TSX and is subject to NYSE American approval. The Company will issue a further news release providing the date, expected in the next 10 days, on which the Company's common shares will commence trading on a post-consolidation basis on each of the TSX and NYSE American. The exercise price or conversion price, as applicable, and the number of common shares issuable, as applicable, under any of the Company's outstanding convertible or share-based securities such as warrants, stock options and restricted share units, performance share units and deferred share units, as applicable, will be proportionately adjusted upon completion of the Consolidation in accordance with their respective terms. The CUSIP and ISIN numbers of the post-consolidation common shares will also change upon the completion of the Consolidation.

 

Consolidated Results and Developments

 

 

 

Q2-20253

 

 

Q2-20243

 

 

YTD-20253

 

 

YTD-20243

 

Revenue ($ M)4

 

$ 27.0

 

 

$ 33.2

 

 

$ 50.5

 

 

$ 54.1

 

Silver Produced (oz)

 

 

688,663

 

 

 

505,932

 

 

 

1,134,870

 

 

 

989,852

 

Zinc Produced (lb)

 

 

1,472,805

 

 

 

8,868,263

 

 

 

8,204,857

 

 

 

16,853,149

 

Lead Produced (lb)

 

 

1,905,450

 

 

 

4,393,575

 

 

 

5,730,276

 

 

 

8,345,273

 

Total Silver Equivalent Produced (oz)1

 

 

838,738

 

 

 

1,058,186

 

 

 

1,676,538

 

 

 

2,079,050

 

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

 

$ 27.99

 

 

$ 16.45

 

 

$ 26.61

 

 

$ 16.81

 

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

 

$ 26.64

 

 

$ 12.42

 

 

$ 26.01

 

 

$ 16.41

 

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

 

$ 32.89

 

 

$ 19.58

 

 

$ 33.98

 

 

$ 24.69

 

Net Loss ($ M)

 

$ (15.1 )

 

$ (4.0 )

 

$ (34.0 )

 

$ (20.2 )

Comprehensive Income (Loss) ($ M)

 

$ (16.2 )

 

$ (2.7 )

 

$ (37.3 )

 

$ (15.6 )

 

1

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

2

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

3

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

4

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

 

 
9 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Consolidated silver production of 689,000 ounces during Q2-2025 was higher than Q2-2024 production of attributable 506,000 ounces due to higher grades at both operations, offset by lower tonnage. Throughout this MD&A as previously noted, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment: 100% Cosalá Operations and 60% Galena Complex up to December 18, 2024, prior to acquisition of Galena Complex’s 40% non-controlling interests, and 100% from both operations thereafter including fiscal 2025. Pre-production of EC120 silver-copper concentrate contributed silver production of 211,000 ounces during Q2-2025. Production of both zinc and lead during the quarter were lower than Q2-2024 due to lower tonnage of San Rafael ore processed during the quarter as the Company develops and transitions into the silver-copper EC120 orebody.

 

Revenue of $27.0 million for the three months ended June 30, 2025 was lower than revenue of $33.2 million for the three months ended June 30, 2024, resulting from decreased base metals production of zinc and lead during the period. Revenue included pre-production revenue from the EC120 Project of $8.3 million during the period. The average realized silver price3 increased by 17% from Q2-2024 to Q2-2025, while the average realized lead and zinc prices3 decreased by 10% and 9%, respectively, during the same period. The average realized silver price of $34.22/oz for Q2-2025 (Q2-2024 – $29.23/oz) is comparable to the average London silver spot price of $33.63/oz for Q2-2025 (Q2-2024 – $28.86/oz).

 

The Company recorded a net loss of $15.1 million for the three months ended June 30, 2025 compared to a net loss of $4.0 million for the three months ended June 30, 2024. The increase in net loss was primarily attributable to increase in gold prices on the Company’s metals contract liabilities, higher non-cash corporate expenses, lower net revenue, and higher cost of sales, offset in part by lower interest and financing expense, and higher foreign exchange gain. These variances are further discussed in the following sections.

 

Galena Complex

 

 

 

Q2-2025

 

 

 Q2-2024

 

 

YTD-2025

 

 

 YTD-2024

 

Tonnes Milled

 

 

22,815

 

 

 

33,572

 

 

 

46,237

 

 

 

56,838

 

Silver Grade (g/t)

 

 

581

 

 

 

527

 

 

 

502

 

 

 

485

 

Lead Grade (%)

 

 

3.59

 

 

 

4.38

 

 

 

4.10

 

 

 

4.19

 

Silver Recovery (%)

 

 

98.6

 

 

 

98.5

 

 

 

98.4

 

 

 

98.4

 

Lead Recovery (%)

 

 

94.0

 

 

 

93.8

 

 

 

94.0

 

 

 

94.1

 

Silver Produced (oz)

 

 

419,961

 

 

 

560,340

 

 

 

733,724

 

 

 

871,436

 

Lead Produced (lb)

 

 

1,696,421

 

 

 

3,043,722

 

 

 

3,927,595

 

 

 

4,942,606

 

Total Silver Equivalent Produced (oz)1

 

 

465,012

 

 

 

664,305

 

 

 

842,304

 

 

 

1,052,066

 

Silver Sold (oz)

 

 

434,258

 

 

 

572,701

 

 

 

746,724

 

 

 

871,363

 

Lead Sold (lb)

 

 

1,779,225

 

 

 

3,185,603

 

 

 

4,037,913

 

 

 

4,949,851

 

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

 

$ 25.55

 

 

$ 15.65

 

 

$ 26.15

 

 

$ 18.17

 

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

 

$ 24.18

 

 

$ 14.78

 

 

$ 25.85

 

 

$ 19.20

 

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

 

$ 32.91

 

 

$ 21.93

 

 

$ 35.61

 

 

$ 28.72

 

 

__________________________ 

1

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

2

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

3

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

 

 
10 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

The Galena Complex produced approximately 420,000 ounces of silver in Q2-2025 compared to approximately 560,000 ounces of silver in Q2-2024 (a 25% decrease in silver production). The mine also produced 1.7 million pounds of lead in Q2-2025, compared to 3.0 million pounds of lead in Q2-2024 (a 44% decrease in lead production). During the period of operational adjustments currently underway as part of the transition plan at Galena, as previously discussed, the Company anticipates potential short term movements in by-product production levels while the focus on increasing mining rates in silver-copper ore and setting up key infrastructure in support of future growth is advanced. Cash costs per ounce of silver increased to $24.18 in Q2-2025 from $14.78 in Q2-2024, primarily due to a modest increases in salaries and employee benefits at the operations, and impact from decreased lead production resulting in lower by-product credits during the period.

 

During Q2-2025, the Company has continued to make significant advances at the Galena Complex and is on-track with its operational growth plan. Development plans are well advanced with efficiencies in muck handling and improved development rates being realized. Further developments of the Galena Complex are discussed in the Recent Developments and Operation Discussion section of this MD&A above.

 

Cosalá Operations

 

 

 

 Q2-20253

 

 

 Q2-20243

 

 

 YTD-20253

 

 

 YTD-20243

 

Tonnes Milled

 

 

126,412

 

 

 

155,282

 

 

 

253,058

 

 

 

311,536

 

Silver Grade (g/t)

 

 

94

 

 

 

64

 

 

 

74

 

 

 

74

 

Zinc Grade (%)

 

 

1.67

 

 

 

3.29

 

 

 

3.01

 

 

 

3.07

 

Lead Grade (%)

 

 

0.44

 

 

 

1.11

 

 

 

0.83

 

 

 

1.14

 

Silver Recovery (%)

 

 

70.5

 

 

 

53.0

 

 

 

67.1

 

 

 

62.8

 

Zinc Recovery (%)

 

 

105.5

 

 

 

80.9

 

 

 

84.4

 

 

 

81.1

 

Lead Recovery (%)

 

 

56.9

 

 

 

69.3

 

 

 

67.0

 

 

 

69.9

 

Silver Produced (oz)

 

 

268,702

 

 

 

169,728

 

 

 

401,146

 

 

 

466,990

 

Zinc Produced (lb)

 

 

1,472,805

 

 

 

8,868,263

 

 

 

8,204,857

 

 

 

16,853,149

 

Lead Produced (lb)

 

 

209,029

 

 

 

2,567,341

 

 

 

1,802,681

 

 

 

5,379,709

 

Total Silver Equivalent Produced (oz)1

 

 

373,726

 

 

 

659,603

 

 

 

834,234

 

 

 

1,447,810

 

Silver Sold (oz)

 

 

267,547

 

 

 

190,782

 

 

 

405,301

 

 

 

480,155

 

Zinc Sold (lb)

 

 

1,917,354

 

 

 

8,677,305

 

 

 

9,388,118

 

 

 

16,453,877

 

Lead Sold (lb)

 

 

296,852

 

 

 

2,533,355

 

 

 

1,826,547

 

 

 

5,198,959

 

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

 

$ 31.04

 

 

$ 16.92

 

 

$ 27.08

 

 

$ 16.22

 

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

 

$ 30.48

 

 

$ 7.75

 

 

$ 26.31

 

 

$ 13.28

 

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

 

$ 32.84

 

 

$ 14.93

 

 

$ 31.01

 

 

$ 20.18

 

 

1

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

2

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

3

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

 

Silver production increased in Q2-2025 by 58% to approximately 269,000 ounces of silver compared to approximately 170,000 ounces of silver in Q2-2024 primarily due to higher grades and silver recoveries offset by lower tonnages during the period. A higher portion of the mill feed came from pre-production of the EC120 Project which has higher silver grades and silver recoveries based on its minerology. Lower milled tonnage from the San Rafael Main Central orebody caused base metals production to decrease to 1.5 million pounds of zinc and 0.2 million pounds of lead in Q2-2025, compared to 8.9 million pounds of zinc, and 2.6 million pounds of lead in Q2-2024. Silver production is expected to increase steadily as the development into EC120 Project progresses and mine continues to batch higher development grade ore through the mill.

 

The Cosalá Operations increased capital spending on the EC120 Project, incurring $2.9 million during Q2-2025 ($1.0 million during Q1-2025). The EC120 Project contributed approximately 211,000 ounces of silver production in Q2-2025 (375,000 ounces of silver production project-to-date) as the Cosalá Operations milled and sold silver-copper concentrate during the EC120 Project’s development phase contributed $8.3 million to net revenue during Q2-2025. Cash costs per silver ounce increased during Q2-2025 to $30.48 per ounce from $7.75 per ounce in Q2-2024 due primarily to decreased zinc and lead production resulting in lower by-product credits during the period.

 

 
11 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Results of Operations

 

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

 

The Company recorded a net loss of $15.1 million for the three months ended June 30, 2025 compared to a net loss of $4.0 million for the three months ended June 30, 2024. The increase in net loss was primarily attributable to increase in gold prices on the Company’s metals contract liabilities ($3.9 million), higher non-cash corporate expenses ($4.4 million), lower net revenue ($6.3 million), and higher cost of sales ($1.9 million), offset in part by lower interest and financing expense ($1.5 million), and higher foreign exchange gain ($2.7 million), each of which are described in more detail below.

 

Revenue decreased by $6.3 million to $26.9 million for the three months ended June 30, 2025 from $33.2 million for the three months ended June 30, 2024. The decrease was due to comparatively $2.2 million lower revenue at the Galena Complex from lower silver and lead production during the period. Revenue at the Cosalá Operations decreased by $4.1 million during the period mainly due to lower revenue from lower zinc and lead production during the period as higher portion of the mill feed came from pre-production of the EC120 Project.

 

Cost of sales increased by $1.9 million to $23.5 million for the three months ended June 30, 2025 from $21.6 million for the three months ended June 30, 2024. The increase was primarily due to $1.5 million increase in cost of sales from the Galena Complex due to increases in employee-related costs during the period, plus $0.4 million increase in cost of sales from the Cosalá Operations during the period.

  

Corporate general and administrative expenses increased by $4.4 million mainly due to the addition of required technical expertise to the management team and reconstitution of the Board, plus non-cash compensation recognized during the period.

 

Interest and financing expense decreased by $1.5 million mainly due to higher financing expense recognized during the prior period from accretion of the Company’s previously existing convertible debenture.

 

Foreign exchange gain increased by $2.7 million to a $2.8 million gain for the three months ended June 30, 2025 from a $0.1 gain for the three months ended June 30, 2024 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Mexican and Canadian subsidiaries.

 

Loss on fair value of metals contract liabilities increased by $3.9 million to a $5.5 million loss for the three months ended June 30, 2025 from a $1.7 million loss for the three months ended June 30, 2024 mainly due to the impact of the increased gold price on metals contract liabilities during the period.

 

 
12 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Analysis of the six months ended June 30, 2025 vs. the six months ended June 30, 2024

 

The Company recorded a net loss of $34.0 million for the six months ended June 30, 2025 compared to a net loss of $20.2 million for the six months ended June 30, 2024. The increase in net loss was primarily attributable to increase in gold prices on the Company’s metals contract liabilities ($9.9 million), higher non-cash corporate expenses ($9.2 million), lower net revenue ($3.6 million), and higher cost of sales ($2.0 million), offset in part by lower care and maintenance costs ($1.8 million), lower interest and financing expense ($1.8 million), and higher foreign exchange gain ($4.0 million), and higher gain on derivatives ($1.4 million), each of which are described in more detail below.

 

Revenue decreased by $3.6 million to $50.5 million for the six months ended June 30, 2025 from $54.1 million for the six months ended June 30, 2024. Revenue at the Cosalá Operations decreased by $5.1 million during the period mainly due to lower revenue from lower zinc and lead production during the period as higher portion of the mill feed came from pre-production of the EC120 Project. The decrease was offset in part by $1.5 million increase in revenue at the Galena Complex from silver production at higher realized silver prices during the period.

 

Cost of sales increased by $2.0 million to $44.6 million for the six months ended June 30, 2025 from $42.6 million for the six months ended June 30, 2024. The increase was primarily due to $2.9 million increase in cost of sales from the Galena Complex due to increases in employee-related costs during the period, offset in part by $0.9 million decrease in cost of sales from the Cosalá Operations during the period.

 

Care and maintenance costs decreased by $1.8 million mainly due to $0.5 million of prior period Relief Canyon surety premium refund and $0.6 million of prior period Relief Canyon refundable tax credits recognized during the period.

  

Corporate general and administrative expenses increased by $9.2 million mainly due to the addition of required technical expertise to the management team and reconstitution of the Board, plus non-cash compensation recognized during the period.

 

Interest and financing expense decreased by $1.8 million mainly due to higher financing expense recognized during the prior period from accretion of the Company’s previously existing convertible debenture.

 

Foreign exchange gain increased by $4.0 million to a $3.0 million gain for the six months ended June 30, 2025 from a $1.0 million loss for the six months ended June 30, 2024 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Mexican and Canadian subsidiaries.

 

Loss on fair value of metals contract liabilities increased by $9.9 million to a $14.6 million loss for the six months ended June 30, 2025 from a $4.7 million loss for the six months ended June 30, 2024 mainly due to the impact of the increased gold price on metals contract liabilities during the period.

 

Other gain on derivatives increased by $1.4 million to a $0.7 million gain for the six months ended June 30, 2025 from a $0.7 million loss for the six months ended June 30, 2024 mainly due to derecognition of derivative instruments from full conversion of the Company’s outstanding convertible debenture during the period.

 

 
13 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Summary of Quarterly Results

 

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

 

 

 

Q2

 

 

Q1

 

 

Q4

 

 

Q3

 

 

Q2

 

 

Q1

 

 

Q4

 

 

Q3

 

 

 

 

20252

 

 

 

20252

 

 

 

20242

 

 

 

20242

 

 

 

20242

 

 

 

20242

 

 

2023

 

 

2023

 

Revenue ($ M)3

 

$ 27.0

 

 

$ 23.5

 

 

$ 23.8

 

 

$ 22.3

 

 

$ 33.2

 

 

$ 20.9

 

 

$ 26.4

 

 

$ 19.4

 

Net Loss ($ M)

 

 

(15.1 )

 

 

(18.9 )

 

 

(12.6 )

 

 

(16.1 )

 

 

(4.0 )

 

 

(16.2 )

 

 

(10.1 )

 

 

(10.5 )

Comprehensive Income (Loss) ($ M)

 

 

(16.2 )

 

 

(21.1 )

 

 

(7.7 )

 

 

(17.8 )

 

 

(2.7 )

 

 

(12.9 )

 

 

(12.9 )

 

 

(8.5 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Silver Produced (oz)

 

 

688,663

 

 

 

446,207

 

 

 

363,856

 

 

 

385,564

 

 

 

505,932

 

 

 

483,920

 

 

 

583,379

 

 

 

386,615

 

Zinc Produced (lb)

 

 

1,472,805

 

 

 

6,732,052

 

 

 

6,292,634

 

 

 

8,362,501

 

 

 

8,868,263

 

 

 

7,984,886

 

 

 

8,299,319

 

 

 

8,985,496

 

Lead Produced (lb)

 

 

1,905,450

 

 

 

3,824,826

 

 

 

3,370,212

 

 

 

4,118,739

 

 

 

4,393,575

 

 

 

3,951,698

 

 

 

4,457,094

 

 

 

4,666,578

 

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

 

$ 27.99

 

 

$ 25.23

 

 

$ 21.85

 

 

$ 18.04

 

 

$ 16.45

 

 

$ 17.19

 

 

$ 13.75

 

 

$ 15.63

 

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

 

$ 26.64

 

 

$ 25.04

 

 

$ 20.68

 

 

$ 16.88

 

 

$ 12.42

 

 

$ 20.57

 

 

$ 14.24

 

 

$ 19.01

 

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

 

$ 32.89

 

 

$ 35.67

 

 

$ 40.38

 

 

$ 25.38

 

 

$ 19.58

 

 

$ 30.04

 

 

$ 21.05

 

 

$ 29.55

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets (qtr. end) ($ M)

 

$ 83.8

 

 

$ 29.8

 

 

$ 40.7

 

 

$ 26.8

 

 

$ 26.4

 

 

$ 22.9

 

 

$ 23.0

 

 

$ 18.6

 

Current Liabilities (qtr. end) ($ M)

 

 

73.4

 

 

 

57.6

 

 

 

69.4

 

 

 

63.3

 

 

 

65.2

 

 

 

51.9

 

 

 

61.2

 

 

 

43.9

 

Working Capital (qtr. end) ($ M)

 

 

10.4

 

 

 

(27.8 )

 

 

(28.7 )

 

 

(36.5 )

 

 

(38.8 )

 

 

(29.0 )

 

 

(38.2 )

 

 

(25.3 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets (qtr. end) ($ M)

 

$ 244.3

 

 

$ 184.3

 

 

$ 192.6

 

 

$ 179.4

 

 

$ 180.3

 

 

$ 179.8

 

 

$ 180.5

 

 

$ 183.3

 

Total Liabilities (qtr. end) ($ M)

 

 

188.0

 

 

 

128.9

 

 

 

139.2

 

 

 

126.3

 

 

 

113.0

 

 

 

113.7

 

 

 

108.3

 

 

 

100.1

 

Total Equity (qtr. end) ($ M)

 

 

56.3

 

 

 

55.4

 

 

 

53.4

 

 

 

53.1

 

 

 

67.3

 

 

 

66.1

 

 

 

72.2

 

 

 

83.2

 

 

1

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

2

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

3

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

 

Liquidity

 

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

 

Opening cash balance as at December 31, 2024

 

$ 20.0

 

Cash used in operations

 

 

(0.3 )

Expenditures on property, plant and equipment

 

 

(17.8 )

Proceeds from disposal of assets

 

 

1.0

 

Lease payments

 

 

(0.3 )

Term loan facility

 

 

49.8

 

Non-brokered private placements

 

 

16.6

 

Proceeds from exercise of options and warrants

 

 

4.9

 

Pre-payment facility

 

 

1.0

 

Metals contract liabilities

 

 

(8.0 )

Increase in trade and other receivables

 

 

(3.3 )

Change in inventories

 

 

0.6

 

Change in prepaid expenses

 

 

(0.7 )

Change in trade and other payables

 

 

1.8

 

Change in foreign exchange rates

 

 

(3.6 )

Closing cash balance as at June 30, 2025

 

$ 61.7

 

 

 
14 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

The Company’s cash and cash equivalents balance increased from $20.0 million to $61.7 million since December 31, 2024 with a working capital of $10.4 million. This increase was mainly due to proceeds from the term loan facility, non-brokered private placements, and exercise of options and warrants. These inflows were offset by expenditures on property, plant and equipment, and metals contract liabilities. Current liabilities as at June 30, 2025 were $73.4 million which is $4.0 million higher than at December 31, 2024, principally due to increased balances in trade and other payables and metals contract liabilities.

 

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

 

Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sale of non-core assets, private equity financing, sale of royalties on its properties, metal prepayment and streaming arrangements, and the issuance of equity. Several material uncertainties may impact the Company’s liquidity in the short term, such as: the price of commodities, general inflationary pressures, cash flow positive production at both the Company’s operating mines, the timing of the Galena shaft repair, and the expected increase in the Galena hoisting capacity. At March 31, 2025, the Company may not have sufficient liquidity on hand to fund its expected operations at the prevailing commodity prices for the next twelve months and may require further financing to meet its financial obligations and execute on its planned operations.

 

From 2020 to 2025, the Company has been successful in raising funds through equity offerings (including bought deals and at-the-market offerings), debt arrangements, convertible debentures, prepayment arrangements, royalty sales, and non-core asset sales. The Company issued an aggregate of C$35.8 million in convertible debentures, raised an aggregate of $44.4 million through an at-the-market equity offering on the New York Stock Exchange American to fund the Company’s planned operations, amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws made during each quarter of fiscal 2023 as allowed under the amendment, entered into a pre-payment facility, restructured a promissory note, and believes it will be able to raise additional financing as needed.

 

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

 

During 2025, the Company closed a term loan facility for funds of up to $100 million to provide additional debt funding to fund its mine optimizing capital, development, and infill drilling expenses at the Galena Complex and further restructure its existing debt. The Company has also successfully closed non-brokered private placements of approximately $17 million during YTD 2025.

 

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

 

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

 

 
15 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Disclosure of Recent Offering and Proceeds

 

Offering and Proceeds

Disclosed Use of Proceeds

Bought deal private placement (December 2024)

– gross proceeds of C$50 million

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

Concurrent private placements (October and November 2024)

– gross proceeds of C$6.9 million

For general working capital and administrative purposes

 

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

 

Offering and Proceeds

Disclosed Use of Proceeds

US$1.6 million June 2025 non-brokered private placements of common shares

For precious metals delivery commitments and general working capital purposes

US$11.5 million May 2025 non-brokered private placements of common shares

For working capital requirements at the Galena Complex and for general working capital and administrative purposes

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

For precious metals delivery commitments and general working capital purposes

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

For precious metals delivery commitments and general working capital purposes

US$10 million August 2024 secured credit facility from Trafigura

To complete initial development of the EC120 Project

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

For precious metals delivery commitments and general working capital purposes

 

Post-Employment Benefit Obligations

 

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 17 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2024). Both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates; the Company intends to fund to the minimum levels required by applicable law. The Company’s actuary currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $1.3 million per year for each of the next 5 years (excluding fiscal 2024 funding requirements payable by September 2025). Effects from market volatility and interest rates may impact long term annual funding commitments.

 

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

 

 
16 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Capital Resources

 

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

 

The Company made capital expenditures of $17.8 million during the six months ended June 30, 2025 (2024: $9.5 million). Money was mostly spent on development work associated with the Galena Complex.

 

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

 

 

 

 

 

Less than

 

 

 

 

 

 

Over 5

 

 

 

Total

 

 

1 year

 

 

2-3 years

 

 

4-5 years

 

 

years

 

Trade and other payables

 

$ 40,970

 

 

$ 40,970

 

 

$ -

 

 

$ -

 

 

$ -

 

Pre-payment facility

 

 

3,000

 

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Credit facility

 

 

10,000

 

 

 

6,000

 

 

 

4,000

 

 

 

-

 

 

 

-

 

Interest on credit facility

 

 

836

 

 

 

739

 

 

 

97

 

 

 

-

 

 

 

-

 

Term loan facility

 

 

53,191

 

 

 

798

 

 

 

13,165

 

 

 

39,228

 

 

 

-

 

Interest and fees on term loan facility

 

 

23,449

 

 

 

6,082

 

 

 

11,085

 

 

 

6,282

 

 

 

-

 

Royalty payable

 

 

3,043

 

 

 

3,043

 

 

 

-

 

 

 

-

 

 

 

-

 

Metals contract liability

 

 

43,026

 

 

 

17,404

 

 

 

25,622

 

 

 

-

 

 

 

-

 

Silver contract liability

 

 

22,566

 

 

 

2,735

 

 

 

15,942

 

 

 

3,889

 

 

 

-

 

Projected pension contributions

 

 

8,074

 

 

 

1,826

 

 

 

2,624

 

 

 

2,872

 

 

 

752

 

Decommissioning provision

 

 

19,875

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19,875

 

Other long-term liabilities

 

 

2,554

 

 

 

-

 

 

 

1,703

 

 

 

211

 

 

 

640

 

Total

 

$ 230,584

 

 

$ 82,597

 

 

$ 74,238

 

 

$ 52,482

 

 

$ 21,267

 

 

 

1 –

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

 

2 –

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

 

Off-Balance Sheet Arrangements

 

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

 

Transactions with Related Parties

 

The Company incurred corporate general and administrative expenses of $0.1 million for the six months ended June 30, 2025 from PJH Consulting LLC (“PJH”) where Paul Andre Huet is an owner. The corporate general and administrative expenses included in the consolidated statements of loss and comprehensive loss paid to PJH were recorded at the exchange amount representing the amount agreed to by the parties.

 

 
17 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

   

Risk Factors

 

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

 

The Company’s condensed interim consolidated financial statements for the three and six months ended June 30, 2025, and 2024 contain going concern disclosure

 

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

  

 
18 | Page

 

  

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Accounting Standards and Pronouncements

 

Accounting standards issued but not yet applied

 

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

 

-

Amendments to IFRS 9 and 7 – Classification and Measurement of Financial Instruments with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026.

 

-

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

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

 

Financial Instruments

 

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

 

As at June 30, 2025, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.

 

Capital Structure

 

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As at June 30, 2025, there were 673,117,935 common shares and nil preferred shares issued and outstanding.

 

As at August 11, 2025, there were 679,064,047 common shares and nil preferred shares issued and outstanding, and 23,533,336 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 20,425,100. The increase in the common shares between June 30 and August 11 is primarily related to the exercise of the Company’s outstanding options and warrants.

 

Controls and Procedures

 

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

 

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

 

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

 

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

 

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

 

 
19 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Technical Information

 

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

 

The Company’s current Annual Information Form and the NI 43-101 Technical Reports for its other material mineral properties, all of which are available on SEDAR+ at www.sedarplus.ca, contain further details regarding mineral reserve and mineral resource estimates, classification and reporting parameters, key assumptions and associated risks for each of the Company’s material mineral properties, including a breakdown by category.

 

Non-GAAP and Other Financial Measures

 

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

 

 

·

average realized silver, zinc and lead prices;

 

·

cost of sales/Ag Eq oz produced;

 

·

cash costs/Ag oz produced;

 

·

all-in sustaining costs/Ag oz produced;

 

·

net cash generated from operating activities;

 

·

working capital;

 

·

EBITDA, adjusted EBITDA, and adjusted earnings; and

 

·

silver equivalent production (Ag Eq).

 

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

 

Average Realized Silver, Zinc and Lead Prices

 

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

 

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

 

 
20 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

   

Reconciliation of Average Realized Silver, Zinc and Lead Prices1

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Gross silver sales revenue ('000)

 

$ 16,115

 

 

$ 21,793

 

 

$ 28,738

 

 

$ 35,381

 

Payable metals and fixed pricing adjustments ('000)

 

 

27

 

 

 

14

 

 

 

(26 )

 

 

27

 

Payable silver sales revenue ('000)

 

$ 16,142

 

 

$ 21,807

 

 

$ 28,712

 

 

$ 35,408

 

Divided by silver sold (oz)

 

 

471,664

 

 

 

745,921

 

 

 

863,301

 

 

 

1,331,972

 

Average realized silver price ($/oz)

 

$ 34.22

 

 

$ 29.23

 

 

$ 33.26

 

 

$ 26.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Gross zinc sales revenue ('000)

 

$ 2,274

 

 

$ 11,261

 

 

$ 11,775

 

 

$ 19,922

 

Payable metals and fixed pricing adjustments ('000)

 

 

(3 )

 

 

31

 

 

 

(26 )

 

 

31

 

Payable zinc sales revenue ('000)

 

$ 2,271

 

 

$ 11,292

 

 

$ 11,749

 

 

$ 19,953

 

Divided by zinc sold (lb)

 

 

1,917,354

 

 

 

8,677,305

 

 

 

9,388,118

 

 

 

16,453,877

 

Average realized zinc price ($/lb)

 

$ 1.18

 

 

$ 1.30

 

 

$ 1.25

 

 

$ 1.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Gross lead sales revenue ('000)

 

$ 1,852

 

 

$ 5,652

 

 

$ 5,264

 

 

$ 9,792

 

Payable metals and fixed pricing adjustments ('000)

 

 

(1 )

 

 

(15 )

 

 

(1 )

 

 

(11 )

Payable lead sales revenue ('000)

 

$ 1,851

 

 

$ 5,637

 

 

$ 5,263

 

 

$ 9,781

 

Divided by lead sold (lb)

 

 

2,076,077

 

 

 

5,718,958

 

 

 

5,864,460

 

 

 

10,148,810

 

Average realized lead price ($/lb)

 

$ 0.89

 

 

$ 0.99

 

 

$ 0.90

 

 

$ 0.96

 

 

1

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

 

Cost of Sales/Ag Eq Oz Produced

 

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

 

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241,2

 

 

YTD-20251

 

 

YTD-20241,2

 

Cost of sales ('000)

 

$ 23,479

 

 

$ 21,562

 

 

$ 44,618

 

 

$ 42,600

 

Less non-controlling interests portion ('000)

 

 

-

 

 

 

(4,160 )

 

 

-

 

 

 

(7,648 )

Attributable cost of sales ('000)

 

 

23,479

 

 

 

17,402

 

 

 

44,618

 

 

 

34,952

 

Divided by silver equivalent produced (oz)

 

 

838,738

 

 

 

1,058,186

 

 

 

1,676,538

 

 

 

2,079,050

 

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

 

$ 27.99

 

 

$ 16.45

 

 

$ 26.61

 

 

$ 16.81

 

 

 
21 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241,2

 

 

YTD-20251

 

 

YTD-20241,2

 

Cost of sales ('000)

 

$ 11,600

 

 

$ 11,163

 

 

$ 22,591

 

 

$ 23,479

 

Divided by silver equivalent produced (oz)

 

 

373,726

 

 

 

659,603

 

 

 

834,234

 

 

 

1,447,810

 

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

 

$ 31.04

 

 

$ 16.92

 

 

$ 27.08

 

 

$ 16.22

 

 

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

 

 

 

 

 

 

 

 

 

 

Q2-2025

 

 

Q2-20242

 

 

YTD-2025

 

 

YTD-20242

 

Cost of sales ('000)

 

$ 11,879

 

 

$ 10,399

 

 

$ 22,027

 

 

$ 19,121

 

Divided by silver equivalent produced (oz)

 

 

465,012

 

 

 

664,305

 

 

 

842,304

 

 

 

1,052,066

 

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

 

$ 25.55

 

 

$ 15.65

 

 

$ 26.15

 

 

$ 18.17

 

 

1

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

2

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

 

Cash Costs and Cash Costs/Ag Oz Produced

 

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

 

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

 

Reconciliation of Consolidated Cash Costs/Ag Oz Produced

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241

 

 

YTD-20251

 

 

YTD-20241

 

Cost of sales ('000)

 

$ 23,479

 

 

$ 21,562

 

 

$ 44,618

 

 

$ 42,600

 

Less non-controlling interests portion ('000)

 

 

-

 

 

 

(4,160 )

 

 

-

 

 

 

(7,648 )

Attributable cost of sales ('000)

 

 

23,479

 

 

 

17,402

 

 

 

44,618

 

 

 

34,952

 

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

 

 

(504 )

 

 

(1,467 )

 

 

(1,572 )

 

 

(2,768 )

Non-cash costs ('000)

 

 

(1,003 )

 

 

(487 )

 

 

(2,397 )

 

 

(335 )

Direct mining costs ('000)

 

$ 21,972

 

 

$ 15,448

 

 

$ 40,649

 

 

$ 31,849

 

Smelting, refining and royalty expenses ('000)

 

 

1,160

 

 

 

4,416

 

 

 

4,394

 

 

 

8,759

 

Less by-product credits ('000)

 

 

(4,787 )

 

 

(13,578 )

 

 

(15,524 )

 

 

(24,368 )

Cash costs ('000)

 

$ 18,345

 

 

$ 6,286

 

 

$ 29,519

 

 

$ 16,240

 

Divided by silver produced (oz)

 

 

688,663

 

 

 

505,932

 

 

 

1,134,870

 

 

 

989,852

 

Cash costs/Ag oz produced ($/oz)

 

$ 26.64

 

 

$ 12.42

 

 

$ 26.01

 

 

$ 16.41

 

 

 
22 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241

 

 

YTD-20251

 

 

YTD-20241

 

Cost of sales ('000)

 

$ 11,600

 

 

$ 11,163

 

 

$ 22,591

 

 

$ 23,479

 

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

 

 

(314 )

 

 

(1,288 )

 

 

(1,169 )

 

 

(2,495 )

Non-cash costs ('000)

 

 

(611 )

 

 

(227 )

 

 

(1,922 )

 

 

(505 )

Direct mining costs ('000)

 

$ 10,675

 

 

$ 9,648

 

 

$ 19,500

 

 

$ 20,479

 

Smelting, refining and royalty expenses ('000)

 

 

914

 

 

 

3,573

 

 

 

3,374

 

 

 

7,422

 

Less by-product credits ('000)

 

 

(3,400 )

 

 

(11,905 )

 

 

(12,320 )

 

 

(21,698 )

Cash costs ('000)

 

$ 8,189

 

 

$ 1,316

 

 

$ 10,554

 

 

$ 6,203

 

Divided by silver produced (oz)

 

 

268,702

 

 

 

169,728

 

 

 

401,146

 

 

 

466,990

 

Cash costs/Ag oz produced ($/oz)

 

$ 30.48

 

 

$ 7.75

 

 

$ 26.31

 

 

$ 13.28

 

 

Reconciliation of Galena Complex Cash Costs/Ag Oz Produced

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Cost of sales ('000)

 

$ 11,879

 

 

$ 10,399

 

 

$ 22,027

 

 

$ 19,121

 

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

 

 

(190 )

 

 

(299 )

 

 

(403 )

 

 

(455 )

Non-cash costs ('000)

 

 

(392 )

 

 

(432 )

 

 

(475 )

 

 

284

 

Direct mining costs ('000)

 

$ 11,297

 

 

$ 9,668

 

 

$ 21,149

 

 

$ 18,950

 

Smelting, refining and royalty expenses ('000)

 

 

246

 

 

 

1,405

 

 

 

1,020

 

 

 

2,228

 

Less by-product credits ('000)

 

 

(1,387 )

 

 

(2,789 )

 

 

(3,204 )

 

 

(4,450 )

Cash costs ('000)

 

$ 10,156

 

 

$ 8,284

 

 

$ 18,965

 

 

$ 16,728

 

Divided by silver produced (oz)

 

 

419,961

 

 

 

560,340

 

 

 

733,724

 

 

 

871,436

 

Cash costs/Ag oz produced ($/oz)

 

$ 24.18

 

 

$ 14.78

 

 

$ 25.85

 

 

$ 19.20

 

 

1

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241

 

 

YTD-20251

 

 

YTD-20241

 

Cash costs ('000)

 

$ 18,345

 

 

$ 6,286

 

 

$ 29,519

 

 

$ 16,240

 

Capital expenditures ('000)2

 

 

3,409

 

 

 

2,994

 

 

 

6,902

 

 

 

6,932

 

Exploration costs ('000)

 

 

894

 

 

 

626

 

 

 

2,143

 

 

 

1,272

 

All-in sustaining costs ('000)

 

$ 22,648

 

 

$ 9,906

 

 

$ 38,564

 

 

$ 24,444

 

Divided by silver produced (oz)

 

 

688,663

 

 

 

505,932

 

 

 

1,134,870

 

 

 

989,852

 

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

 

$ 32.89

 

 

$ 19.58

 

 

$ 33.98

 

 

$ 24.69

 

 

 
23 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

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

 

 

 

 

 

 

 

 

 

 

Q2-20251

 

 

Q2-20241

 

 

YTD-20251

 

 

YTD-20241

 

Cash costs ('000)

 

$ 8,189

 

 

$ 1,316

 

 

$ 10,554

 

 

$ 6,203

 

Capital expenditures ('000)2

 

 

215

 

 

 

968

 

 

 

644

 

 

 

2,849

 

Exploration costs ('000)

 

 

421

 

 

 

250

 

 

 

1,241

 

 

 

373

 

All-in sustaining costs ('000)

 

$ 8,825

 

 

$ 2,534

 

 

$ 12,439

 

 

$ 9,425

 

Divided by silver produced (oz)

 

 

268,702

 

 

 

169,728

 

 

 

401,146

 

 

 

466,990

 

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

 

$ 32.84

 

 

$ 14.93

 

 

$ 31.01

 

 

$ 20.18

 

 

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

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Cash costs ('000)

 

$ 10,156

 

 

$ 8,284

 

 

$ 18,965

 

 

$ 16,728

 

Capital expenditures ('000)2

 

 

3,194

 

 

 

3,377

 

 

 

6,258

 

 

 

6,805

 

Exploration costs ('000)

 

 

473

 

 

 

627

 

 

 

902

 

 

 

1,498

 

All-in sustaining costs ('000)

 

$ 13,823

 

 

$ 12,288

 

 

$ 26,125

 

 

$ 25,031

 

Divided by silver produced (oz)

 

 

419,961

 

 

 

560,340

 

 

 

733,724

 

 

 

871,436

 

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

 

$ 32.91

 

 

$ 21.93

 

 

$ 35.61

 

 

$ 28.72

 

 

1

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

2

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

 

Net Cash Generated from Operating Activities

 

The Company uses the financial measure “net cash generated from operating activities” because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company’s liquidity, operational efficiency, and short-term financial health.

 

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

 

Reconciliation of Net Cash Generated from Operating Activities

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Cash generated from (used in) operating activities ('000)

 

$ 1,247

 

 

$ 7,566

 

 

$ (318 )

 

$ 2,550

 

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

 

 

3,929

 

 

 

(5,291 )

 

 

(1,537 )

 

 

(104 )

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

 

$ 5,176

 

 

$ 2,275

 

 

$ (1,855 )

 

$ 2,446

 

 

Working Capital

 

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

 

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

 

Reconciliation of Working Capital

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

Current Assets ('000)

 

$ 83,832

 

 

$ 26,385

 

Less current liabilities ('000)

 

 

(73,449 )

 

 

(65,235 )

Working capital ('000)

 

$ 10,383

 

 

$ (38,850 )

 

 
24 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

EBITDA, Adjusted EBITDA, and Adjusted Earnings

 

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

 

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

 

 Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Net loss ('000)

 

$ (15,103 )

 

$ (4,003 )

 

$ (34,021 )

 

$ (20,160 )

Depletion and amortization ('000)

 

 

6,497

 

 

 

7,180

 

 

 

12,006

 

 

 

12,704

 

Interest and financing expense ('000)

 

 

1,381

 

 

 

2,922

 

 

 

1,855

 

 

 

3,611

 

Income tax recovery ('000)

 

 

121

 

 

 

286

 

 

 

93

 

 

 

271

 

EBITDA ('000)

 

$ (7,104 )

 

$ 6,385

 

 

$ (20,067 )

 

$ (3,574 )

Accretion on decommissioning provision ('000)

 

 

154

 

 

 

159

 

 

 

314

 

 

 

312

 

Foreign exchange loss (gain) ('000)

 

 

(2,809 )

 

 

(124 )

 

 

(2,984 )

 

 

1,012

 

Gain on disposal of assets ('000)

 

 

-

 

 

 

-

 

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities ('000)

 

 

5,549

 

 

 

1,668

 

 

 

14,573

 

 

 

4,714

 

Other loss (gain) on derivatives ('000)

 

 

-

 

 

 

(327 )

 

 

(709 )

 

 

744

 

Fair value loss on royalty payable ('000)

 

 

156

 

 

 

257

 

 

 

281

 

 

 

513

 

Adjusted EBITDA ('000)

 

$ (4,054 )

 

$ 8,018

 

 

$ (9,558 )

 

$ 3,721

 

 

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

 

 Reconciliation of Adjusted Earnings

 

 

 

 

 

 

 

 

 

 

 Q2-2025

 

 

 Q2-2024

 

 

 YTD-2025

 

 

YTD-2024

 

Net loss ('000)

 

$ (15,103 )

 

$ (4,003 )

 

$ (34,021 )

 

$ (20,160 )

Accretion on decommissioning provision ('000)

 

 

154

 

 

 

159

 

 

 

314

 

 

 

312

 

Foreign exchange loss (gain) ('000)

 

 

(2,809 )

 

 

(124 )

 

 

(2,984 )

 

 

1,012

 

Gain on disposal of assets ('000)

 

 

-

 

 

 

-

 

 

 

(966 )

 

 

-

 

Loss on metals contract liabilities ('000)

 

 

5,549

 

 

 

1,668

 

 

 

14,573

 

 

 

4,714

 

Other loss (gain) on derivatives ('000)

 

 

-

 

 

 

(327 )

 

 

(709 )

 

 

744

 

Fair value loss on royalty payable ('000)

 

 

156

 

 

 

257

 

 

 

281

 

 

 

513

 

Adjusted earnings ('000)

 

$ (12,053 )

 

$ (2,370 )

 

$ (23,512 )

 

$ (12,865 )

 

 
25 | Page

 

 

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2025

 

Supplementary Financial Measures

 

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

 

Silver Equivalent Production

 

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

 

 
26 | Page

EX-99.3 4 usas_ex993.htm CERTIFICATION OF INTERIM FILINGS - CEO usas_ex993.htm

  EXHIBIT 99.3

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

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

 

1.

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

 

 

2.

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

 

 

3.

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

 

 

4.

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

 

 

5.

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

 

 

(a)

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

 

 

(i)

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

 

 

 

 

(ii)

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

 

 

(b)

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

 

5.1

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

 

 

5.2

ICFR – material weakness relating to design: N/A

 

 

5.3

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

 

 

(a)

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

 

 

(i)

N/A;

 

 

 

 

(ii)

N/A; or

 

 

 

 

(iii)

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

 

 

(b)

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

 

6.

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

 

Date: August 11, 2025

 

/s/ Joseph Andre Paul Huet

 

Joseph Andre Paul Huet

President & Chief Executive Officer

 

 

EX-99.4 5 usas_ex994.htm CERTIFICATION OF INTERIM FILINGS - CFO usas_ex994.htm

EXHIBIT 99.4

 

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

 

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

 

1.

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

 

 

2.

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

 

 

3.

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

 

 

4.

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

 

 

5.

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

 

 

(a)

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

 

 

(i)

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

 

 

 

 

(ii)

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

 

 

(b)

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

 

5.1

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

 

 

5.2

ICFR – material weakness relating to design: N/A

 

 

5.3

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

 

 

(a)

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

 

 

(i)

N/A;

 

 

 

 

(ii)

N/A; or

 

 

 

 

(iii)

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

 

 

(b)

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

 

6.

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

 

Date: August 11, 2025

 

/s/ Warren Varga 

 

 

Warren Varga

 

 

Chief Financial Officer