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 September 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.
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| AMERICAS GOLD AND SILVER CORPORATION |
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| Date: September 2, 2025 | /s/ Peter McRae |
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| Peter McRae Chief Legal Officer and Senior Vice President Corporate Affairs |
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INDEX TO EXHIBITS
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EXHIBIT 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
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| Americas Gold and Silver Corporation (the “Company”) 145 King Street West, Suite 2870 Toronto, Ontario M5H 1J8 |
| Item 2 | Date of Material Change |
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| August 21, 2025 |
| Item 3 | News Release |
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| A news release setting out information concerning the material changes described in this report was issued by the Company via PR Newswire on August 22, 2025 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. |
| Item 4 | Summary of Material Change |
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| On August 22, 2025, the Company announced that August 21, 2025 was the effective date for the share consolidation of the common shares in the capital of the Company (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for every two and a half (2.5) pre-consolidation Common Shares (the “Consolidation”). |
| Item 5 | Full Description of Material Change |
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| On August 22, 2025, the Company announced that August 21, 2025 was the effective date for the Consolidation. The Consolidation was effected on the basis of one (1) post-consolidation Common Share for every two and a half (2.5) pre-consolidation Common Shares.
The Common Shares commenced trading under their existing symbols on the Toronto Stock Exchange and on the NYSE American on a post-Consolidation basis on the opening of trading on Tuesday August 26, 2025.
The Consolidation reduced the number of Common Shares issued and outstanding from approximately 679,357,056 to approximately 271,742,692. As a result of the Consolidation, shares issuable pursuant to the Company’s outstanding stock options, warrants, restricted share units, performance share units and other convertible securities were proportionally adjusted on the same basis.
The new CUSIP of the Common Shares is 03062D803 (ISIN: CA03062D8035). No fractional shares were issued as a result of the Consolidation. All fractional shares were rounded down to the next whole number and cancelled. |
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| Item 6: | Reliance on subsection 7.1(2) of National Instrument 51-102 |
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| Not applicable. |
| Item 7 | Omitted Information |
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| None. |
| Item 8 | Executive Officer |
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| For further information, please contact:
Peter J. McRae SVP Corporate Affairs & CLO 416-874-1701 |
| Item 9 | Date of Report |
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| August 29, 2025 |
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EXHIBIT 99.2
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EXHIBIT 99.3
Conformed Filing Version
SUPPLEMENTAL WARRANT INDENTURE
THIS SUPPLEMENTAL WARRANT INDENTURE dated as of the 21st day of August, 2025
BETWEEN:
AMERICAS GOLD AND SILVER CORPORATION,
a corporation incorporated under the laws of the federal laws of Canada
(hereinafter called the “Corporation”)
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COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the federal laws of Canada
(hereinafter called the “Warrant Agent”)
WHEREAS the Corporation and the Warrant Agent executed a warrant indenture (the “Warrant Indenture”) dated as of March 27, 2024;
AND WHEREAS section 8.1(1) of the Warrant Indenture provides for the creation of indentures supplemental to the Warrant Indenture for the purpose of setting forth adjustments in the application of Article 4 of the Warrant Indenture;
AND WHEREAS on the date hereof, the Corporation will be effecting the consolidation of its issued and outstanding common shares (the “Common Shares”) on the basis of one (1) new Common Share for every two and one half (2.5) old Common Shares (the “Share Consolidation”);
AND WHEREAS the Corporation provided notice of the Share Consolidation to the Registered Warrantholders on July 31, 2025 and August 21, 2025;
AND WHEREAS the board of directors of the Corporation has passed resolutions approving the amendments to the Warrant Indenture set forth herein and implemented hereby;
AND WHEREAS the Warrant Agent has agreed to enter into this supplemental warrant indenture (the “Supplemental Warrant Indenture”) and to hold all rights, interest and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this Supplemental Warrant Indenture from time to time;
AND WHEREAS the Corporation has duly authorized the execution and delivery of this Supplemental Indenture and done all things necessary to make this Supplemental Indenture a valid and binding agreement in accordance with its terms;
NOW THEREFORE THIS SUPPLEMENTAL WARRANT INDENTURE WITNESSES that in consideration of the premises and of other good and valuable consideration, the parties hereto covenant, agree and declare as follows:
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1. This Supplemental Warrant Indenture is supplemental to the Warrant Indenture, and the Warrant Indenture shall henceforth be read in conjunction with this Supplemental Warrant Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Warrant Indenture and of this Supplemental Warrant Indenture were contained in one instrument and the expressions used herein shall have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture;
2. On and after the date hereof, each reference to the Warrant Indenture, “this Indenture”, “herein”, “hereby”, and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Warrant Indenture and as amended hereby. Except as specifically amended by this Supplemental Warrant Indenture, all other terms and conditions of the Warrant Indenture shall remain in full force and unchanged;
3. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Warrant Indenture;
4. The definition of “Exercise Price” in Section 1.1 of the Warrant Indenture is hereby deleted in its entirety and replaced with:
“Exercise Price” at any time means the price at which a Common Share may be purchased by the exercise of the requisite number of Warrants pursuant to the Indenture, which is initially $1.00 per one Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;
5. Section 2.2(1) of the Warrant Indenture is hereby deleted in its entirety and replaced with:
“Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, two and one half (2.5) Warrants shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price.”
6. Section 3.1 of the Warrant Indenture is hereby deleted in its entirety and replaced with:
“Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for two and one half (2.5) Warrants after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein; provided however, that if a Warrant Certificate tendered for exercise bears the legend set forth in Section 2.8(1), such exercise must be permitted under the U.S. Securities Act and applicable state securities laws.”
7. By way of illustrative example, pursuant to the Warrant Indenture as amended hereby, five (5) Warrants, subject to further adjustment, entitle the holder thereof to acquire two (2) Common Shares upon payment of an aggregate Exercise Price of $2.00 prior to the Expiry Time upon the terms and conditions therein and herein set forth.
8. The Warrant Indenture shall be and continue to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant Indenture in all other respects;
9. This Supplemental Warrant Indenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be binding upon the parties hereto and their respective successors and assigns; and
10. This Supplemental Warrant Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated as of the date first written above.
[Signature Page Follows]
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IN WITNESS WHEREOF the parties hereto have executed this Supplemental Warrant Indenture as of the date first written above.
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| AMERICAS GOLD AND SILVER CORPORATION |
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| Per: | (Signed) “Peter J. McRae” |
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| Authorized Signing Officer |
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| COMPUTERSHARE TRUST COMPANY OF CANADA |
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| Per: | (Signed) “Danny Snider” |
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| Authorized Signing Officer |
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| Per: | (Signed) “Pinky Erandio” |
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| Authorized Signing Officer |
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