Americas Gold and Silver (NYSE: USAS) warns on going concern risks
Americas Gold and Silver Corporation filed an amended Form 6-K to add XBRL data and refile its condensed interim consolidated financial statements for the three and nine months ended September 30, 2025, while correcting a typographical error.
For Q3 2025, revenue was $30.6 million versus $22.3 million a year earlier, but the company recorded a net loss of $15.7 million, or $0.06 per share. For the nine-month period, revenue reached $81.1 million with a net loss of $49.7 million, or $0.19 per share. Total assets were $234.7 million and equity $50.2 million, with cash and cash equivalents of $39.1 million and a working capital deficit of $6.5 million as at September 30, 2025.
Management highlights material uncertainties that cast substantial doubt on the company’s ability to continue as a going concern, citing ongoing losses, significant metals and silver contract liabilities totaling $73.2 million, a $48.0 million term loan balance and other obligations. During the period, the company closed a $100 million senior secured term loan facility (with an initial $50 million advance), completed non-brokered private placements raising about $18.6 million, converted its outstanding convertible debenture into equity and implemented a 2.5-for-1 share consolidation, resulting in 273.5 million common shares outstanding at September 30, 2025.
Positive
- None.
Negative
- Material going concern uncertainty: Management states that recurring losses, a working capital deficit of $6.5 million and potential liquidity shortfalls over the next twelve months cast substantial doubt on the company’s ability to continue as a going concern.
- Large net losses despite higher revenue: The company reported a Q3 2025 net loss of $15.7 million and a nine-month net loss of $49.7 million, including sizeable losses on metals and silver contract liabilities.
- High leverage and contractual overhang: Term loan, credit and pre-payment facilities, combined with $44.6 million of metals contract liability, $28.6 million of silver contract liability, a $3.1 million royalty payable and decommissioning obligations, create a heavy fixed-obligation burden.
- Significant exposure to commodity and price risk: Fair-value metals and silver delivery contracts and the royalty are highly sensitive to gold and silver prices, contributing to volatility in earnings and obligations.
Insights
Rising revenue but large losses, heavy obligations and going concern warnings increase financial risk.
Americas Gold and Silver grew nine-month revenue to
To fund operations and projects, the company layered on multiple instruments: a senior secured term loan facility with SAF Group (up to
Despite raising about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number:
(Translation of registrant’s name into English) |
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
EXPLANATORY NOTE
We are amending our Report of Foreign Private Issuer on Form 6-K originally furnished to the U.S. Securities and Exchange Commission on November 10, 2025 (the “Original Filing”), for the purpose of (i) including as exhibits the condensed interim consolidated financial statements and the XBRL Data Files for such condensed interim consolidated financial statements. The XBRL Data Files should be read in conjunction with the condensed interim consolidated financial statements included in the Form 6-K furnished on November 10, 2025, and included again in this amendment (the “Amendment”) as Exhibit 99.1 and (ii) to correct an inadvertent typographical error on page 21 of the condensed interim consolidated financial statements included in the Form 6-K furnished on November 10, 2025, and included again in this amendment (the “Amendment”) as Exhibit 99.1.
Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the time of the Form 6-K.
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAS GOLD AND SILVER CORPORATION |
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| (Registrant) |
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Date: January 16, 2026 | By: | /s/ Peter McRae |
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| Peter McRae |
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| Title: | Chief Legal Officer and Senior Vice President Corporate Affairs |
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| 3 |
INDEX TO EXHIBITS
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 |
101.INS |
| XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Previously Filed
| 4 |
EXHIBIT 99.1
AMERICAS GOLD AND SILVER CORPORATION |
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Condensed Interim Consolidated Financial Statements |
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For the three and nine months ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
Americas Gold and Silver Corporation Condensed interim consolidated statements of financial position (In thousands of U.S. dollars, unaudited) |
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| September 30, |
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As at |
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| 2024 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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Trade and other receivables (Note 5) |
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Inventories (Note 6) |
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Prepaid expenses |
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Derivative instruments (Note 13 and 22) |
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Non-current assets |
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Restricted cash |
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Property, plant and equipment (Note 7) |
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Derivative instruments (Note 13 and 22) |
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Total assets |
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Liabilities |
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Current liabilities |
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Trade and other payables |
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Metals contract liability (Note 8) |
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Silver contract liability (Note 9) |
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Derivative instruments (Note 10) |
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Convertible debenture (Note 10) |
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Pre-payment facility (Note 11) |
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Credit facility (Note 12) |
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Term loan facility (Note 13) |
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Royalty payable (Note 14) |
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Non-current liabilities |
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Other long-term liabilities |
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Metals contract liability (Note 8) |
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Silver contract liability (Note 9) |
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Credit facility (Note 12) |
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Term loan facility (Note 13) |
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Post-employment benefit obligations |
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Decommissioning provision |
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Deferred tax liabilities (Note 21) |
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Total liabilities |
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Equity |
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Share capital (Note 15) |
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Equity reserve |
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Foreign currency translation reserve |
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Deficit |
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Total equity |
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Total liabilities and equity |
| $ |
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| $ |
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Going concern (Note 2), 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) |
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| For the three-month period ended |
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| For the nine-month period ended |
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| September 30, |
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| September 30, |
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| September 30, |
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| 2025 |
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| 2024 Revised (1) |
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Revenue (Note 18) |
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Cost of sales (Note 19) |
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Depletion and amortization (Note 7) |
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Care and maintenance costs |
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Corporate general and administrative (Note 20) |
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Exploration costs |
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Accretion on decommissioning provision |
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Interest and financing expense |
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Foreign exchange gain (loss) |
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Gain on disposal of assets |
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Loss on metals contract liabilities (Note 8 and 9) |
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Other gain (loss) on derivatives (Note 10, 13 and 22) |
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Fair value loss on royalty payable (Note 14) |
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Loss before income taxes |
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Income tax expense (Note 21) |
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Net loss |
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Attributable to: |
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Shareholders of the Company |
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| $ | ( | ) |
| $ | ( | ) |
Non-controlling interests (Note 2 and 17) |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
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Other comprehensive income (loss) |
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Items that will not be reclassified to net loss |
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Remeasurement of post-employment benefit obligations |
| $ | ( | ) |
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| $ |
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| $ |
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Items that may be reclassified subsequently to net loss |
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Foreign currency translation reserve |
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Other comprehensive income (loss) |
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Comprehensive loss |
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Attributable to: |
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Shareholders of the Company |
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Non-controlling interests (Note 2 and 17) |
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Comprehensive loss |
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Loss per share attributable to shareholders of the Company |
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Basic and diluted |
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Weighted average number of common shares outstanding (2) |
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Basic and diluted (Note 16) |
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(1) Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).
(2) Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
Page | 2 |
Americas Gold and Silver Corporation Condensed interim consolidated statements of changes in equity For the nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, except share amounts in thousands of units, unaudited) |
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Balance at January 1, 2025 |
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Net loss for the period |
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Other comprehensive income (loss) for the period |
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Non-brokered private placements (Note 15) |
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Common shares issued (Note 15) |
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Conversion of convertible debenture (Note 10) |
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Share-based payments |
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Exercise of options, warrants, and other share units |
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Balance at September 30, 2025 |
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Balance at January 1, 2024 |
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Net loss for the period |
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Other comprehensive income for the period |
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Contribution from non-controlling interests (Note 17) |
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Equity offering (Note 15) |
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Non-brokered private placements (Note 15) |
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Common shares issued |
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Warrants issued |
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Retraction of convertible debenture (Note 10) |
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Share-based payments |
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Balance at September 30, 2024 |
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(1) Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
Page | 3 |
Americas Gold and Silver Corporation Condensed interim consolidated statements of cash flows For the nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unaudited) |
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| September 30, |
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| 2024 |
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Cash flow generated from (used in) |
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Operating activities |
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Net loss for the period |
| $ | ( | ) |
| $ | ( | ) |
Adjustments for the following items: |
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Depletion and amortization |
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Income tax expense |
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Accretion on decommissioning provision |
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Share-based payments |
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Non-cash expenses from common shares issued |
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Provision on other long-term liabilities |
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Interest and financing expense |
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Net charges on post-employment benefit obligations |
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Inventory write-downs |
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Gain on disposal of assets |
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|
| |
Loss on metals contract liabilities |
|
|
|
|
|
| ||
Other loss (gain) on derivatives |
|
| ( | ) |
|
|
| |
Fair value loss on royalty payable |
|
|
|
|
|
| ||
Changes in non-cash working capital items: |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
| ( | ) |
|
|
| |
Inventories |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
| ( | ) |
|
| ( | ) |
Trade and other payables |
|
| ( | ) |
|
|
| |
Net cash generated from (used in) operating activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Expenditures on property, plant and equipment |
|
| ( | ) |
|
| ( | ) |
Proceeds from disposal of assets |
|
|
|
|
|
| ||
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Pre-payment facility |
|
|
|
|
| ( | ) | |
Credit facility |
|
| ( | ) |
|
|
| |
Lease payments |
|
| ( | ) |
|
| ( | ) |
Equity offering, net |
|
|
|
|
|
| ||
Non-brokered private placements, net |
|
|
|
|
|
| ||
Term loan facility, net |
|
|
|
|
|
| ||
Metals contract liability, net |
|
| ( | ) |
|
| ( | ) |
Royalty agreement, net |
|
|
|
|
| ( | ) | |
Derivative instruments |
|
|
|
|
|
| ||
Proceeds from exercise of options and warrants |
|
|
|
|
|
| ||
Contribution from non-controlling interests |
|
|
|
|
|
| ||
Net cash generated from financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
| ( | ) |
|
|
| |
Increase in cash and cash equivalents |
|
|
|
|
|
| ||
Cash and cash equivalents, beginning of period |
|
|
|
|
|
| ||
Cash and cash equivalents, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Interest paid during the period |
| $ |
|
| $ |
| ||
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 nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
1. Corporate information
Americas Gold and Silver Corporation (the “Company”) was incorporated under the Canada Business Corporations Act on May 12, 1998 and conducts mining exploration, development and production in North America. The address of the Company’s registered office is 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company’s common shares are listed on the Toronto Stock Exchange under the symbol “USA” and on the New York Stock Exchange American under the symbol “USAS”.
The unaudited condensed interim consolidated financial statements of the Company (“the Interim Financial Statements”) for the three and nine months ended September 30, 2025 were approved and authorized for issue by the Board of Directors of the Company on November 10, 2025.
2. Basis of presentation and going concern
These Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). As such they do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s annual audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023.
On August 21, 2025 the Company filed articles of amendment to complete an approved share consolidation of the Company’s issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, and other share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts in these Interim Financial Statements have been adjusted retrospectively to reflect the share consolidation.
These Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $
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 $
As a result, several material uncertainties cast substantial doubt upon the going concern assumption, including cash flow positive production at the Cosalá Operations and Galena Complex, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due.
Page | 5 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
These Interim Financial Statements do not reflect any adjustments to carrying values of assets and liabilities and the reported expenses and condensed interim consolidated statement of financial position classification that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
On December 19, 2024, the Company completed the acquisition of the remaining 40% non-controlling interests of the Company’s Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott; consequently from December 19, 2024, consolidated net loss and other comprehensive loss are 100% attributable to the shareholders of the Company.
3. Changes in accounting policies and recent accounting pronouncements
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The following standards have been issued by the IASB:
| - | Amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. |
|
|
|
| - | IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. |
These standards are being assessed for their impact on the Company in the current or future reporting periods.
4. Significant accounting judgments and estimates
The preparation of the Interim Financial Statements in conformity with IFRS requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
In preparing these Interim Financial Statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s annual consolidated financial statements as at and for the year ended December 31, 2024, in addition to the significant judgments mentioned in Note 2.
5. Trade and other receivables
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Trade receivables |
| $ |
|
| $ |
| ||
Value added taxes receivable |
|
|
|
|
|
| ||
Other receivables |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Page | 6 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
6. Inventories
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Concentrates |
| $ |
|
| $ |
| ||
Ore stockpiles |
|
|
|
|
|
| ||
Spare parts and supplies |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The amount of inventories recognized in cost of sales was $
7. Property, plant and equipment
|
|
|
|
|
|
|
|
|
| Corporate |
|
|
| |||||||||||
|
| Mining |
|
| Non-producing |
|
| Plant and |
|
| Right-of-use |
|
| office |
|
|
| |||||||
|
| interests |
|
| properties |
|
| equipment |
|
| lease assets |
|
| equipment |
|
| Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at January 1, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Asset additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Change in decommissioning provision |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||||
Balance at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Asset additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Asset disposals |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Change in decommissioning provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at September 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and depletion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2024 |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
Depreciation/depletion for the year |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance at December 31, 2024 |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Depreciation/depletion for the period |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |
Balance at September 30, 2025 |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at December 31, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
at September 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. No impairment or impairment reversal were identified for the nine-month period ended September 30, 2025 for each of the Company’s cash-generating unit, including non-producing properties and properties placed under care and maintenance.
The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $
The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at September 30, 2025, the carrying amount of this property was $
Page | 7 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
8. Precious metals delivery and purchase agreement
On April 3, 2019, the Company entered into a $
The Purchase Agreement was further amended in 2023 and 2024 by which the Company received advances to pay its gold obligations with a final amendment on December 19, 2024, whereby the Company will deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company shall have the right for Sandstorm to subscribe common shares of the Company for proceeds up to a maximum of $
The following table summarizes the continuity of the Company’s net metals contract liability during the period:
|
| Nine-month |
|
| Year |
| ||
|
| period ended |
|
| ended |
| ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net metals contract liability, beginning of period |
| $ |
|
| $ |
| ||
Advance increase (net of financing expense) |
|
|
|
|
|
| ||
Delivery of metals purchased |
|
| ( | ) |
|
| ( | ) |
Revaluation of metals contract liability |
|
|
|
|
|
| ||
Net metals contract liability, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current portion |
| $ |
|
| $ |
| ||
Non-current portion |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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
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 $
Page | 8 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| Nine-month |
| |
|
| period ended |
| |
|
| September 30, |
| |
|
| 2025 |
| |
|
|
|
| |
Net silver contract liability, beginning of period |
| $ |
| |
Revaluation of metals contract liability |
|
|
| |
Net silver contract liability, end of period |
| $ |
| |
|
|
|
|
|
Current portion |
| $ |
| |
Non-current portion |
|
|
| |
|
| $ |
| |
10. Convertible debenture
On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the “Convertible Debenture”) due
The Company amended the Convertible Debenture multiple times increasing the principal balance to total outstanding principal, net of retractions, of $16.8 million CAD or $
The Convertible Debenture was fully converted by the holders as of January 31, 2025 at the conversion price of $
The Company recognized a gain of $
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 $
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 $
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 $
Page | 9 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
The Term Loan Facility is due in
At inception, the Initial Advance was accounted for at amortized cost, net of $
14. Royalty payable
On April 12, 2023,
On inception,
15. Share capital
On August 21, 2025 the Company completed a share consolidation of issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, deferred share units, and restricted share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts have been adjusted retrospectively to reflect the share consolidation.
During the nine-month period ended September 30, 2025, the Company closed non-brokered private placements for total gross proceeds of $
During the nine-month period ended September 30, 2025, the Company settled $
Page | 10 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
On March 27, 2024, the Company completed an equity offering of
On December 19, 2024, the Company completed an acquisition of the remaining
During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $
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
A summary of changes in the Company’s outstanding stock options is presented below:
|
|
|
| Nine-month |
|
|
|
| Year |
| ||||||
|
|
|
| period ended |
|
|
|
| ended |
| ||||||
|
|
|
| September 30, |
|
|
|
| December 31, |
| ||||||
|
|
|
| 2025 |
|
|
|
| 2024 |
| ||||||
|
|
|
| Weighted |
|
|
|
| Weighted |
| ||||||
|
|
|
| average |
|
|
|
| average |
| ||||||
|
|
|
| exercise |
|
|
|
| exercise |
| ||||||
|
| Number |
|
| price |
|
| Number |
|
| price |
| ||||
|
| (thousands) |
|
| CAD |
|
| (thousands) |
|
| CAD |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance, beginning of period |
|
|
|
| $ | 1.67 |
|
|
|
|
| $ | 3.25 |
| ||
Granted |
|
|
|
|
| 1.41 |
|
|
|
|
|
| 1.33 |
| ||
Exercised |
|
| ( | ) |
|
| 1.50 |
|
|
|
|
|
| - |
| |
Expired |
|
| ( | ) |
|
| 2.61 |
|
|
| ( | ) |
|
| 5.55 |
|
Balance, end of period |
|
|
|
| $ | 1.42 |
|
|
|
|
| $ | 1.68 |
| ||
The following table summarizes information on stock options outstanding and exercisable as at September 30, 2025:
Page | 11 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| Weighted |
|
|
|
|
|
|
|
|
| |||||||||
|
| average |
|
|
|
| Weighted |
|
|
|
| Weighted |
| |||||||
|
| remaining |
|
|
|
| average |
|
|
|
| average |
| |||||||
Exercise |
| contractual |
|
|
|
| exercise |
|
|
|
| exercise |
| |||||||
price |
| life |
|
| Outstanding |
|
| price |
|
| Exercisable |
|
| price |
| |||||
CAD |
| (years) |
|
| (thousands) |
|
| CAD |
|
| (thousands) |
|
| CAD |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
$0.01 to $1.00 |
|
|
|
|
|
|
| $ | 0.78 |
|
|
|
|
| $ | 0.78 |
| |||
$1.01 to $2.00 |
|
|
|
|
|
|
|
| 1.38 |
|
|
|
|
|
| 1.38 |
| |||
$2.01 to $3.00 |
|
|
|
|
|
|
|
| 2.25 |
|
|
|
|
|
| 2.25 |
| |||
$3.01 to $3.50 |
|
|
|
|
|
|
|
| 3.43 |
|
|
|
|
|
| - |
| |||
|
|
|
|
|
|
|
|
| $ | 1.42 |
|
|
|
|
| $ | 1.58 |
| ||
c. Share-based payments
The weighted average fair value at grant date of the Company’s stock options granted during the nine-month period ended September 30, 2025 was $
The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions:
|
| Three-month |
|
| Three-month |
|
| Nine-month |
|
| Nine-month |
| ||||
|
| period ended |
|
| period ended |
|
| period ended |
|
| period ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expected stock price volatility (1) |
|
| % |
|
| - |
|
|
| % |
|
| % | |||
Risk free interest rate |
|
| % |
|
| - |
|
|
| % |
|
| % | |||
Expected life |
|
|
|
| - |
|
|
|
|
| ||||||
Expected forfeiture rate |
|
| % |
|
| - |
|
|
| % |
|
| % | |||
Expected dividend yield |
|
| % |
|
| - |
|
|
| % |
|
| % | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payments included in cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Share-based payments included in general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total share-based payments |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
(1) Expected volatility has been based on historical volatility of the Company’s publicly traded shares.
d. Warrants
The warrants that are issued and outstanding as at September 30, 2025 are as follows:
Number of |
|
| Exercise |
|
| Issuance |
| Expiry | |||
warrants |
|
| price (CAD) |
|
| date |
| date | |||
|
|
|
| 0.75 |
|
|
| ||||
|
|
|
| 1.38 |
|
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| ||||
|
|
|
| 1.00 |
|
|
| ||||
|
|
|
| 1.05 |
|
|
| ||||
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| 2.50 |
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| ||||
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| ||
Page | 12 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
e. Restricted share units:
The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company’s discretion. Prior to December 31, 2024, the Company previously elected to settle these units in cash. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at September 30, 2025, nil (December 31, 2024:
Effective January 1, 2025, the Company amended the application of its accounting policy for solely share-settled restricted share units where each share-settled restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. As at September 30, 2025,
f. Performance share units:
The Company has a Performance Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of performance share units settled in common shares at the Company’s discretion. Performance share units are fair valued on the date of grant with the fair value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. The fair value of performance share units is determined using a Monte Carlo simulation approach. This approach uses random numbers, together with various market assumptions to generate potential future outcomes for share prices using Geometric Brownian Motion which is an industry standard method for simulating the expected future path of share prices.
The Company granted
Number of performance share units granted |
|
|
| |
Average fair value per unit |
| $ |
| |
Share price |
| $ |
| |
Risk free interest rate |
|
| % | |
Expected life |
|
| ||
Expected volatility |
|
| % | |
Expected dividends |
|
| % | |
Average index share price |
| $ |
| |
Average correlation coefficient |
|
|
| |
Page | 13 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
g. Deferred share units:
The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for
16. Weighted average basic and diluted number of common shares outstanding
|
| Three-month |
|
| Three-month |
|
| Nine-month |
|
| Nine-month |
| ||||
|
| period ended |
|
| period ended |
|
| period ended |
|
| period ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
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|
|
|
|
|
|
| ||||
Basic weighted average number of shares |
|
|
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|
|
|
|
|
|
|
| ||||
Effect of dilutive stock options and warrants |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Diluted weighted average number of shares |
|
|
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|
|
|
|
|
|
|
|
| ||||
Diluted weighted average number of common shares for the three-month and nine-month periods ended September 30, 2025 excludes nil anti-dilutive preferred shares (2024: nil),
17. Non-controlling interests
The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for
18. Revenue
The following is a disaggregation of revenue categorized by commodities sold for the three-month and nine-month periods ended September 30, 2025 and 2024:
Page | 14 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| Three-month |
|
| Three-month |
|
| Nine-month |
|
| Nine-month |
| ||||
|
| period ended |
|
| period ended |
|
| period ended |
|
| period ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2025 |
|
| 2024 Revised (1) |
|
| 2025 |
|
| 2024 Revised (1) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Silver |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Derivative pricing adjustments |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
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|
|
|
| ||||
Zinc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Derivative pricing adjustments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
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|
|
| ||||
Lead |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Derivative pricing adjustments |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Other by-products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Derivative pricing adjustments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
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|
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|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total derivative pricing adjustments |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||
Gross revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Proceeds before intended use |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Treatment and selling costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
(1) Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).
Derivative pricing adjustments represent subsequent variations in revenue recognized as an embedded derivative from contracts with customers and are accounted for as financial instruments (see Note 22).
19. Cost of sales
Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and nine-month periods ended September 30, 2025 and 2024:
Page | 15 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| Three-month |
|
| Three-month |
|
| Nine-month |
|
| Nine-month |
| ||||
|
| period ended |
|
| period ended |
|
| period ended |
|
| period ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2025 |
|
| 2024 Revised (1) |
|
| 2025 |
|
| 2024 Revised (1) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Raw materials and consumables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Utilities |
|
|
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|
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|
|
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|
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| ||||
Transportation costs |
|
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| ||||
Other costs |
|
|
|
|
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|
|
|
|
|
|
| ||||
Costs before intended use |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Changes in inventories |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Inventory write-downs (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
(1) Certain transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.
20. Corporate general and administrative expenses
Corporate general and administrative expenses are costs incurred at corporate and other subsidiaries that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and nine-month periods ended September 30, 2025 and 2024:
|
| Three-month |
|
| Three-month |
|
| Nine-month |
|
| Nine-month |
| ||||
|
| period ended |
|
| period ended |
|
| period ended |
|
| period ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Directors’ fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Share-based payments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Office and general |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
21. Income taxes
Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the nine-month period ended September 30, 2025 was
The Company’s net deferred tax liability relates to the Mexican mining royalty and arises principally from the following:
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Property, plant and equipment |
| $ |
|
| $ |
| ||
Other |
|
|
|
|
|
| ||
Total deferred tax liabilities |
|
|
|
|
|
| ||
Provisions and reserves |
|
| ( | ) |
|
| ( | ) |
Net deferred tax liabilities |
| $ |
|
| $ |
| ||
Page | 16 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
The inventory write-downs and impairments described in Note 6 and 7 will result in certain non-capital losses and timing differences which have not been recorded given uncertainty of recoverability in future periods.
22. Financial risk management
a. Financial risk factors
The Company’s risk exposures and the impact on its financial instruments are summarized below:
(i) Credit Risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash and cash equivalents is limited because the Company invests its cash in deposits with well-capitalized financial institutions with strong credit ratings in Canada and the United States. Under current concentrate offtake agreements, risk on trade receivables related to concentrate sales is managed by receiving payments for
As of September 30, 2025, the Company’s exposure to credit risk with respect to trade receivables amounts to $
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they arise. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s liquidity requirements are met through a variety of sources, including cash, cash generated from operations, credit facilities and debt and equity capital markets. The Company’s trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.
The following table presents the contractual maturities of the Company’s financial liabilities and provisions on an undiscounted basis:
|
| September 30, 2025 |
| |||||||||||||||||
|
|
|
| Less than |
|
|
|
|
|
| Over 5 |
| ||||||||
|
| Total |
|
| 1 year |
|
| 2-3 years |
|
| 4-5 years |
|
| years |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Pre-payment facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Credit facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest on credit facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Term loan facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest and fees on term loan facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Royalty payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Metals contract liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Silver contract liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Price protection program premium |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Projected pension contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Decommissioning provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:
Page | 17 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| September 30, 2025 |
| |||||||||||||||||
|
|
|
| Less than |
|
|
|
|
|
| Over 5 |
| ||||||||
|
| Total |
|
| 1 year |
|
| 2-3 years |
|
| 4-5 years |
|
| years |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Trade and other payables |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Other long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate ranging from 6% to11% applied during the period:
|
| Nine-month |
|
| Year |
| ||
|
| period ended |
|
| ended |
| ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Lease liabilities, beginning of period |
| $ |
|
| $ |
| ||
Additions |
|
|
|
|
|
| ||
Lease principal payments |
|
| ( | ) |
|
| ( | ) |
Lease interest payments |
|
| ( | ) |
|
| ( | ) |
Accretion on lease liabilities |
|
|
|
|
|
| ||
Lease liabilities, end of period |
| $ |
|
| $ |
| ||
(iii) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.
(1) Interest rate risk
The Company is subject to interest rate risk of the 3-month U.S. SOFR rate plus
(2) Currency risk
As at September 30 2025, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:
Financial instruments that may impact the Company’s net loss or other comprehensive loss due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:
|
| As at September 30, 2025 |
| |||||
|
| CAD |
|
| MXN |
| ||
|
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Trade and other receivables |
|
|
|
|
|
| ||
Trade and other payables |
|
|
|
|
|
| ||
As at September 30, 2025, the CAD/USD and MXN/USD exchange rates were
Page | 18 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| CAD/USD |
|
| MXN/USD |
| ||
|
| Exchange rate |
|
| Exchange rate |
| ||
|
| +/- 10% |
|
| +/- 10% |
| ||
|
|
|
|
|
|
| ||
Approximate impact on: |
|
|
|
|
|
| ||
Net loss |
| $ |
|
| $ |
| ||
Other comprehensive loss |
|
|
|
|
|
| ||
The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.
As at September 30, 2025 and December 31, 2024, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the nine-month periods ended September 30, 2025 and 2024, the Company did not settle any non-hedge foreign exchange forward contracts.
(3) Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at September 30, 2025, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $
A price protection program on future precious and base metals production and commitments was completed in July 2025 in relation to the Term Loan Facility. The following were the non-hedge contracts entered:
| o | |
| o | |
| o | |
| o | |
| o | |
| o |
The Company recognized a $
Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the nine-month period ended September 30, 2025 was $2.9 million (2024: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debenture during the nine-month period ended September 30, 2025 was a gain of $
Page | 19 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
b. Fair values
The fair value of cash, restricted cash, trade and other receivables, and other financial assets and liabilities listed below approximate their carrying amounts mainly due to the short-term maturities of these instruments.
The methods and assumptions used in estimating the fair value of financial assets and liabilities are as follows:
| · | Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets. |
| · | Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables. |
| · | Metals contract liabilities: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period. |
| · | Pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes: The principal portion of pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes are initially measured at fair value and subsequently carried at amortized cost. |
| · | Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period. |
| · | Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable. |
| · | Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date. |
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:
| · | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| · | Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. |
| · | Level 3 inputs are unobservable (supported by little or no market activity). |
Page | 20 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Level 1 |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
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| $ |
| ||
Restricted cash |
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Level 2 |
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Trade and other receivables |
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Derivative instruments - assets |
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Derivative instruments - liabilities |
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Metals contract liability |
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Silver contract liability |
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Level 3 |
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Royalty payable |
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Amortized cost |
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Pre-payment facility |
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Credit facility |
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Term loan facility |
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Convertible debenture |
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23. Segmented and geographic information, and major customers
a. Segmented information
The Company’s operations comprise of four reporting segments engaged in acquisition, exploration, development and exploration of mineral resource properties in Mexico and the United States. Management has determined the operating segments based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions.
b. Geographic information
All revenues from sales of concentrates for the three-month and nine-month periods ended September 30, 2025 and 2024 were earned in Mexico and the United States. The following segmented information is presented as at September 30, 2025 and December 31, 2024, and for the three-month and nine-month periods ended September 30, 2025 and 2024. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.
Page | 21 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| As at September 30, 2025 |
|
| As at December 31, 2024 |
| ||||||||||||||||||||||||||||||||||
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
| ||||||||||
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| ||||||||||
Cash and cash equivalents |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Trade and other receivables |
|
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Inventories |
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Prepaid expenses |
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| ||||||||||
Derivative instruments |
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Restricted cash |
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Property, plant and equipment |
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Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
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| $ |
| ||||||||||
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|
|
|
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|
|
|
|
Trade and other payables |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Derivative instruments |
|
|
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| 709 |
| |||||||||
Pre-payment facility |
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Credit facility |
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Term loan facility |
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Other long-term liabilities |
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Metals contract liability |
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| ||||||||||
Silver contract liability |
|
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| ||||||||||
Convertible debenture |
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| ||||||||||
Royalty payable |
|
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Post-employment benefit obligations |
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| - |
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| |||||||||
Decommissioning provision |
|
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| - |
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|
| - |
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|
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| ||||||||
Deferred tax liabilities |
|
|
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|
| - |
|
|
| - |
|
|
| - |
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|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
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| ||||
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
|
| Three-month period ended September 30, 2025 |
|
| Three-month period ended September 30, 2024 |
| ||||||||||||||||||||||||||||||||||
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
| ||||||||||
|
|
|
|
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|
|
|
|
|
|
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|
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|
|
|
|
|
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| ||||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||||
Cost of sales |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
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|
|
|
|
| ( | ) | ||||
Depletion and amortization |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Care and maintenance costs |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
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|
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| ( | ) |
|
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|
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| ( | ) |
|
| ( | ) |
|
|
|
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| ( | ) | ||||
Corporate general and administrative |
|
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| ( | ) |
|
| ( | ) |
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| ( | ) |
|
| ( | ) | ||||||
Exploration costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Accretion on decommissioning provision |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
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|
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| ( | ) |
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| ( | ) |
|
| ( | ) |
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| ( | ) |
|
|
|
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| ( | ) | ||
Interest and financing income (expense) |
|
| ( | ) |
|
| ( | ) |
|
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| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Foreign exchange gain (loss) |
|
| ( | ) |
|
|
|
|
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| ( | ) |
|
| ( | ) |
|
|
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| |||||||
Gain on disposal of assets |
|
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| ||||||||||
Loss on metals contract liabilities |
|
|
|
|
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|
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| ( | ) |
|
| ( | ) |
|
|
|
|
|
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|
|
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| ( | ) |
|
| ( | ) | ||||||
Other gain on derivatives |
|
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Fair value loss on royalty payable |
|
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | ||||||
Income (loss) before income taxes |
|
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| ( | ) |
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| ( | ) |
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| ( | ) |
|
|
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||
Income tax expense |
|
| ( | ) |
|
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| ( | ) |
|
| ( | ) |
|
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|
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| ( | ) | ||||||
Net income (loss) for the period |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||
Page | 22 |
Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month and nine-month periods ended September 30, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
|
| Nine-month period ended September 30, 2025 |
|
| Nine-month period ended September 30, 2024 |
| ||||||||||||||||||||||||||||||||||
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
|
| Cosalá Operations |
|
| Galena Complex |
|
| Relief Canyon |
|
| Corporate and Other |
|
| Total |
| ||||||||||
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| ||||||||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
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| $ |
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| $ |
| ||||||||||
Cost of sales |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||||
Depletion and amortization |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Care and maintenance costs |
|
|
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|
| ( | ) |
|
| ( | ) |
|
|
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|
| ( | ) |
|
|
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|
| ( | ) |
|
| ( | ) |
|
|
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| ( | ) | ||||
Corporate general and administrative |
|
|
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| ( | ) |
|
| ( | ) |
|
|
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|
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| ( | ) |
|
| ( | ) | ||||||
Exploration costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Accretion on decommissioning provision |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Interest and financing income (expense) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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|
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|
| ( | ) |
|
| ( | ) | ||
Foreign exchange gain (loss) |
|
| ( | ) |
|
|
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|
|
|
|
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|
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|
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|
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| ( | ) |
|
|
| ||||||||
Gain on disposal of assets |
|
|
|
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|
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|
|
|
|
|
|
|
|
|
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| ||||||||||
Loss on metals contract liability |
|
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| ( | ) |
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| ( | ) |
|
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| ( | ) |
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| ( | ) | ||||||
Other gain (loss) on derivatives |
|
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|
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|
| ( | ) |
|
| ( | ) | ||||||||
Fair value loss on royalty payable |
|
|
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|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
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|
| ( | ) |
|
| ( | ) | ||||||
Income (loss) before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ) | ||
Income tax expense |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
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|
|
|
|
| ( | ) | ||||||
Net loss for the period |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |
c. Major customers
For the three-month period ended September 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for
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 $
Page | 23 |
FAQ
What is the main purpose of Americas Gold and Silver (USAS) latest Form 6-K/A?
The amended Form 6-K adds XBRL data files and re-includes the company’s condensed interim consolidated financial statements for the period ended September 30, 2025, while also correcting a typographical error in the original November 10, 2025 filing.
How did Americas Gold and Silver (USAS) perform financially for Q3 2025?
For Q3 2025, the company generated $30.6 million in revenue and recorded a net loss of $15.7 million, or $0.06 per basic and diluted share, compared with a $16.2 million net loss in the prior-year quarter.
What were Americas Gold and Silver’s results for the nine months ended September 30, 2025?
For the nine-month period, revenue was $81.1 million versus $76.4 million a year earlier, but the company incurred a net loss of $49.7 million, or $0.19 per share, reflecting higher corporate costs and large losses on metals and silver contract liabilities.
Why does Americas Gold and Silver highlight going concern risks?
As of September 30, 2025, the company had a working capital deficit of $6.5 million, ongoing net losses, significant debt and metals-related liabilities, and acknowledges it may need additional financing to fund operations over the next twelve months, leading to material uncertainties about its ability to continue as a going concern.
What major debt facilities does Americas Gold and Silver (USAS) have outstanding?
The company has a senior secured Term Loan Facility with SAF Group (up to $100 million, with $48.0 million term loan balance at September 30, 2025), a Credit Facility with Trafigura, and a $3.0 million pre-payment facility with Ocean Partners, alongside metals and silver contract liabilities and a royalty payable.
How has Americas Gold and Silver recently raised equity capital?
During the nine months ended September 30, 2025, the company completed non-brokered private placements totaling about $18.6 million, issued shares to settle approximately $3.0 million of payables, and fully converted its outstanding convertible debenture into 12.9 million common shares.
What share structure changes did Americas Gold and Silver implement in 2025?
On
