STOCK TITAN

Americas Gold and Silver (USAS) swings to profit as revenue more than doubles

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Americas Gold and Silver Corporation reported much stronger results for the three and six months ended June 30, 2026. Revenue rose to $46.3 million in Q2 and $114.1 million year to date, up from $26.9 million and $50.5 million in 2025, driven largely by higher realized metal prices and increased silver-focused production at the Cosalá Operations and Galena Complex.

The company generated net income of $5.0 million year to date, compared with a net loss of $34.7 million a year earlier, and cash from operating activities improved to $47.2 million. Cash and cash equivalents were $88.9 million, down from $129.8 million at year-end, reflecting heavy capital spending of $63.8 million and net financing outflows of $25.4 million.

Balance sheet risk remains elevated. While total liabilities fell to $136.3 million as legacy gold and silver delivery liabilities of $41.0 million and $37.5 million were fully settled, these settlements required issuing over 10.6 million shares and booking significant losses. A senior secured term loan of $48.1 million and other facilities carry financial covenants, some of which required waivers. Management highlights material uncertainties that may cast significant doubt on the company’s ability to continue as a going concern.

Positive

  • Revenue more than doubled to $114.1 million for the first half of 2026 from $50.5 million in 2025, reflecting stronger metal prices and higher silver-focused production.
  • Profitability improved sharply, with year-to-date net income of $5.0 million versus a net loss of $34.7 million in the prior-year period.
  • Operating cash flow strengthened to $47.2 million year to date from a small outflow of $1.9 million, indicating improved cash generation from core operations.
  • Gold and silver delivery liabilities were fully eliminated, reducing metals and silver contract balances from $41.0 million and $37.5 million at year-end 2025 to zero.

Negative

  • Management discloses material uncertainties casting significant doubt on going concern, tied to covenant compliance, financing needs, and achieving cash-flow-positive production.
  • Cash decreased from $129.8 million to $88.9 million in six months due to heavy capital expenditures of $63.8 million and net financing outflows of $25.4 million.
  • Certain financial covenants on earnings and debt ratios required waivers from lenders between December 31, 2025 and June 30, 2026, highlighting balance sheet pressure.
  • Settlement of the silver delivery agreement generated a $12.1 million loss year to date and required issuing 7.96 million shares, contributing to shareholder dilution.

Filing Explained

At June 30, 2026, $83,235 thousand of contractual liabilities were scheduled within one year against $88,883 thousand of cash.

Americas Gold and Silver Corporation’s August 14 Form 6-K furnishes interim financial statements and MD&A for the six months ended June 30, 2026. At that reporting date, its contractual liability schedule listed $83,235 thousand due within one year, alongside $88,883 thousand in cash and cash equivalents.

The company reports that certain earnings and debt-ratio covenants were waived for periods from December 31, 2025 through June 30, 2026, subject to maintaining a minimum consolidated cash balance of $75.0 million; the next testing date identified is September 30, 2026. The senior secured term-loan facility provides capacity of up to $100 million, but the filing distinguishes its $50 million initial advance from two additional $25 million tranches available only after specified conditions.

Accordingly, the additional tranches are financing capacity rather than cash already advanced, while the facility’s carrying amount at June 30 was $48,127 thousand. The September 30 covenant test and the $75.0 million minimum-cash condition are the filing’s identified next checkpoint for covenant compliance.

Q2 2026 Revenue $46,329 Revenue for the three-month period ended June 30, 2026
H1 2026 Revenue $114,128 Revenue for the six-month period ended June 30, 2026 versus $50,474 in 2025
H1 2026 Net Income $4,996 Net income for the six-month period ended June 30, 2026 versus a $34,736 loss in 2025
Cash and Cash Equivalents $88,883 Cash balance as of June 30, 2026, down from $129,783 at December 31, 2025
Operating Cash Flow H1 2026 $47,241 Net cash generated from operating activities for the six-month period ended June 30, 2026
Term Loan Facility Balance $48,127 Carrying amount of senior secured term loan facility as of June 30, 2026
Metals Contract Liability 2025 $41,026 Net metals liability at December 31, 2025 reduced to zero by June 30, 2026
Silver Contract Liability 2025 $37,521 Net silver liability at December 31, 2025 reduced to zero by June 30, 2026
going concern financial
"several material uncertainties may cast significant doubt on the Company's ability to continue as going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
precious metals delivery and purchase agreement financial
"entered into a $25 million precious metals delivery and purchase agreement"
A precious metals delivery and purchase agreement is a contract that spells out how physical gold, silver, platinum or similar metals will be bought, paid for, and moved from seller to buyer, including quantity, quality, price terms, delivery timing, payment method, and who bears risk during transit. Investors care because this document determines when ownership and price risk transfer, affects liquidity and storage costs, and creates counterparty obligations—like arranging to buy a car and agreeing who pays, when, and where it will be handed over.
net smelter returns royalty agreement financial
"entered into a $4.0 million net smelter returns royalty agreement"
original issue discount financial
"subject to a 6.0% original issue discount, valued at $3.2 million"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
credit adjusted risk rate financial
"discounted using a credit adjusted risk rate of 10.0%"
non-hedge commodity contracts financial
"Net amount of gain or loss on derivative instruments from non-hedge commodity contracts"
Revenue H1 2026 $114,128 Increased from $50,474 for the six months ended June 30, 2025
Net income H1 2026 $4,996 Improved from a net loss of $34,736 for the six months ended June 30, 2025
Operating cash flow H1 2026 $47,241 Improved from $(1,855) for the six months ended June 30, 2025
Guidance

The company reiterates full-year guidance of 3.2 to 3.6 million silver ounces, with production weighted to the second half of 2026.

FAQ

How did Americas Gold and Silver (USAS) perform financially in Q2 and H1 2026?

Americas Gold and Silver reported Q2 2026 revenue of $46.3 million and year-to-date revenue of $114.1 million, with net income of $5.0 million compared to a $34.7 million loss in 2025, reflecting higher metal prices and stronger production.

What is the going concern status of Americas Gold and Silver (USAS)?

Management states that material uncertainties cast significant doubt on the company’s ability to continue as a going concern, linked to achieving profitable operations, maintaining debt covenant compliance, and securing additional equity or debt financing if needed.

How much cash and debt does Americas Gold and Silver (USAS) have as of June 30, 2026?

As of June 30, 2026 the company held $88.9 million in cash and cash equivalents. Key borrowings included a $48.1 million term loan facility, a $4.0 million credit facility balance, and a $3.0 million pre-payment facility.

What happened to the metals and silver delivery liabilities at Americas Gold and Silver (USAS)?

The company fully settled its gold and silver delivery obligations in 2026, reducing the metals contract liability from $41.0 million and the silver contract liability from $37.5 million at December 31, 2025 to zero, partly via cash and share issuances.

How did operating cash flow change for Americas Gold and Silver (USAS) in H1 2026?

Year-to-date operating cash flow improved to $47.2 million generated compared with a $1.9 million use of cash in the prior-year period, supported by higher revenues and working capital inflows, despite large non-cash charges and contract-related losses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

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, 2026

Commission File Number: 001-37982

Americas Gold and Silver Corporation
(Translation of registrant's name into English)

145 King Street West, Suite 2870, Toronto, ON, 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   [x] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [            ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [              ]


SUBMITTED HEREWITH

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

 


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
  (Registrant)
     
Date: August 14, 2026 By: /s/ Peter McRae
   
    Peter McRae
  Title: Chief Legal Officer and Senior Vice President Corporate Affairs

 



 

 

 

 

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2026 and 2025

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

 

 

 

 


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   2026     2025  
Assets            
Current assets            
Cash and cash equivalents $ 88,883   $ 129,783  
Trade and other receivables (Note 6)   18,399     8,856  
Inventories (Note 7)   16,547     10,668  
Prepaid expenses   3,623     2,542  
Derivative instruments (Note 22)   -     1,815  
    127,452     153,664  
Non-current assets            
Restricted cash   4,796     4,716  
Property, plant and equipment (Note 8)   297,183     248,815  
Investment in joint ventures (Note 5 and 17)   2,878     2,843  
Derivative instruments (Note 22)   -     2,958  
Total assets $ 432,309   $ 412,996  
             
Liabilities            
Current liabilities            
Trade and other payables $ 64,310   $ 38,819  
Metals contract liability (Note 9)   -     21,308  
Silver contract liability (Note 10)   -     13,325  
Pre-payment facility   3,000     -  
Credit facility (Note 12)   3,952     7,041  
Term loan facility (Note 13)   4,497     2,918  
Royalty payable (Note 14)   2,217     2,753  
Derivative instruments (Note 22)   855     -  
    78,831     86,164  
Non-current liabilities            
Other long-term liabilities   1,717     2,446  
Metals contract liability (Note 9)   -     19,718  
Silver contract liability (Note 10)   -     24,196  
Credit facility (Note 12)   -     399  
Term loan facility (Note 13)   43,630     45,312  
Post-employment benefit obligations   955     2,131  
Decommissioning provision   11,019     11,000  
Deferred tax liabilities (Note 21)   123     13  
Total liabilities $ 136,275   $ 191,379  
             
Equity            
Share capital (Note 15)   879,722     812,582  
Equity reserve   65,125     64,322  
Foreign currency translation reserve   13,970     13,459  
Deficit   (662,783 )   (668,746 )
Total equity $ 296,034   $ 221,617  
             
Total liabilities and equity $ 432,309   $ 412,996  

Going concern (Note 2), Contingencies (Note 24)

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


Americas Gold and Silver Corporation

Condensed interim consolidated statements of income (loss) and comprehensive income (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,  
    2026     2025Revised (1)     2026     2025Revised (1)  
                         
Revenue (Note 18) $ 46,329   $ 26,927   $ 114,128   $ 50,474  
                         
Cost of sales (Note 19)   (24,104 )   (23,479 )   (48,439 )   (44,618 )
Depletion and amortization (Note 8)   (6,819 )   (6,497 )   (13,226 )   (12,006 )
Care and maintenance costs   (1,119 )   (493 )   (2,004 )   (628 )
Corporate general and administrative (Note 20)   (7,556 )   (6,091 )   (14,530 )   (12,588 )
Exploration costs   (1,507 )   (918 )   (3,490 )   (2,198 )
Accretion on decommissioning provision   (149 )   (154 )   (293 )   (314 )
Interest and financing expense   (1,282 )   (1,381 )   (1,855 )   (1,855 )
Foreign exchange gain (loss)   (1,702 )   2,809     (1,779 )   2,984  
Gain (loss) on disposal of assets   -     -     (41 )   966  
Gain (loss) on metals contract liabilities (Note 9 and 10)   755     (5,503 )   (11,761 )   (15,288 )
Other gain (loss) on derivatives (Note 22)   (2,851 )   -     118     709  
Fair value loss on royalty payable (Note 14)   (68 )   (156 )   (176 )   (281 )
Loss on investment in joint ventures   (76 )   -     (76 )   -  
Income (loss) before income taxes   (149 )   (14,936 )   16,576     (34,643 )
Income tax expense (Note 21)   (4,837 )   (121 )   (11,580 )   (93 )
Net income (loss) $ (4,986 ) $ (15,057 ) $ 4,996   $ (34,736 )
                         
Other comprehensive income (loss)                        
Items that will not be reclassified to net income (loss)                        
Remeasurement of post-employment benefit obligations $ 1,235   $ 945   $ 967   $ 288  
Items that may be reclassified subsequently to net income (loss)                        
Foreign currency translation reserve   302     (2,029 )   511     (3,552 )
Other comprehensive income (loss)   1,537     (1,084 )   1,478     (3,264 )
Comprehensive income (loss) $ (3,449 ) $ (16,141 ) $ 6,474   $ (38,000 )
                         
Income (loss) per share to shareholders of the Company                        
Basic   (0.02 )   (0.06 )   0.02     (0.14 )
Diluted   (0.02 )   (0.06 )   0.01     (0.14 )
                         
Weighted average number of common shares outstanding (2)                        
Basic (Note 16)   329,517,216     263,263,946     327,025,238     255,669,799  
Diluted (Note 16)   329,517,216     263,263,946     347,804,323     255,669,799  

(1)  Loss on metals contract liabilities was revised in fiscal 2025 (see Note 9 and 10).

(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.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the six-month periods ended June 30, 2026 and 2025

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


                      Foreign              
    Share capital           currency              
    Common      Equity     translation           Total  
    Shares (2)     Amount     reserve       reserve     Deficit     equity  
                                     
Balance at January 1, 2026   320,419   $ 812,582   $ 64,322   $ 13,459   $ (668,746 )   221,617  
Net income for the period   -     -     -     -     4,996     4,996  
Other comprehensive income for the period   -     -     -     511     967     1,478  
Settlement of metals contract liability (Note 9)   2,652     12,595     -     -     -     12,595  
Settlement of silver contract liability (Note 10)   7,957     45,399     -     -     -     45,399  
Non-brokered private placements (Note 15)   204     1,897     -     -     -     1,897  
Share-based payments   -     -     4,401     -     -     4,401  
Exercise of options, warrants, and other share units   6,920     7,249     (3,598 )   -     -     3,651  
Balance at June 30, 2026   338,152   $ 879,722   $ 65,125   $ 13,970   $ (662,783 ) $ 296,034  
                                     
Balance at January 1, 2025Revised (1)   237,780   $ 573,532   $ 56,521   $ 14,426   $ (582,341 )   62,138  
Net loss for the periodRevised (1)   -     -     -     -     (34,736 )   (34,736 )
Other comprehensive loss for the period   -     -     -     (3,552 )   288     (3,264 )
Non-brokered private placements (Note 15)   10,440     16,003     571     -     -     16,574  
Common shares issued (Note 15)   1,163     1,378     -     -     -     1,378  
Conversion of convertible debenture (Note 11)   12,923     11,526     (484 )   -     -     11,042  
Share-based payments   -     -     6,194     -     -     6,194  
Exercise of options, warrants and deferred share units   6,942     6,679     (1,763 )   -     -     4,916  
Balance at June 30, 2025   269,248   $ 609,118   $ 61,039   $ 10,874   $ (616,789 ) $ 64,242  

(1)  Loss on metals contract liabilities was revised in fiscal 2025 (see Note 9 and 10).

(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.


Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows

For the six-month periods ended June 30, 2026 and 2025

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


    June 30,     June 30,  
    2026     2025  
Cash flow generated from (used in)            
             
Operating activities            
Net income (loss) for the period $ 4,996   $ (34,736 )
Adjustments for the following items:            
Depletion and amortization   13,226     12,006  
Income tax expense   11,580     93  
Accretion on decommissioning provision   293     314  
Share-based payments   4,401     6,194  
Provision on other long-term liabilities   5     16  
Interest and financing expense   993     137  
Net charges on post-employment benefit obligations   (209 )   (160 )
Inventory write-downs   1,786     1,924  
Loss (gain) on disposal of assets   41     (966 )
Loss on metals contract liabilities   11,761     15,288  
Other gain on derivatives   (118 )   (709 )
Fair value loss on royalty payable   176     281  
Loss on investment in joint ventures   76     -  
Changes in non-cash working capital items:            
Trade and other receivables   (9,543 )   (3,294 )
Inventories   (4,617 )   611  
Prepaid expenses   (1,081 )   (678 )
Trade and other payables   13,475     1,824  
Net cash generated from (used in) operating activities   47,241     (1,855 )
             
Investing activities            
Expenditures on property, plant and equipment   (63,698 )   (17,764 )
Proceeds from disposal of assets   -     997  
Contributions to joint ventures   (104 )   -  
Net cash used in investing activities   (63,802 )   (16,767 )
             
Financing activities            
Metals contract liability   (26,498 )   (8,045 )
Net movements in pre-payment facility   3,000     1,000  
Repayment of credit facility   (3,600 )   -  
Lease payments   (1,297 )   (346 )
Non-brokered private placements, net   1,897     16,574  
Term loan facility   (1,064 )   49,763  
Royalty agreement   (713 )   -  
Derivative instruments   (796 )   -  
Proceeds from exercise of options and warrants   3,651     4,916  
Net cash generated from (used in) financing activities   (25,420 )   63,862  
             
Effect of foreign exchange rate changes on cash   1,081     (3,559 )
Increase (Decrease) in cash and cash equivalents   (40,900 )   41,681  
Cash and cash equivalents, beginning of period   129,783     20,002  
Cash and cash equivalents, end of period $ 88,883   $ 61,683  
             
Interest paid during the period $ 3,080   $ 941  

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(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, 2026 were approved and authorized for issue by the Board of Directors of the Company on August 13, 2026.

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 IFRS Accounting 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, 2025 and 2024.

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.

Going concern

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. During the six-month period ended June 30, 2026, the Company reported net income of $5.0 million, including realized losses on metals contract liabilities (now fully settled) of $11.8 million, net cash used in investing activities of $63.8 million, net cash used in financing activities of $25.4 million, and had outstanding current liabilities of $78.8 million.

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, attain targeted financial results to comply with key financial covenants of its outstanding debt financings, and obtain adequate equity or debt financing as necessary. The Company complied with key financial covenants of its outstanding debt financings while certain financial covenants from December 31, 2025 to June 30, 2026 on earnings and debt ratios from the existing senior secured debt facility were waived. Since 2020 to 2025, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. The Company most recently completed a bought deal private placement on December 4, 2025 raising gross proceeds of $132.3 million at an issue price of $4.00 per offered share concurrent to completing the acquisition of Crescent Mine in exchange for issuance of 11,137,558 of the Company’s common shares and $20 million in cash (see Note 5). While the Company 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 achieve cash flow positive production at the Cosalá Operations and Galena Complex, including the acquired Crescent Mine, allowing the Company to generate positive operating cash flows, and comply with key financial covenants, including the raise of additional financing are significant judgments in these interim financial statements.

As a result, several material uncertainties may cast significant doubt (or raise substantial doubt as contemplated by PCAOB Standards) on the Company's ability to continue as going concern.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(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.

3.  Changes in accounting policies and recent accounting pronouncements

Effective January 1, 2026, the Company adopted amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments. The amendments clarify certain aspects of the classification and measurement of financial instruments, including the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. Adoption of these amendments did not have a material impact on the Company's interim financial statements.

Certain new accounting standards and amendments have been issued by the IASB but are not mandatory for the current period and have not been early adopted. These include:

- 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. This standard is currently being assessed for its impact on the Company's financial statements in the 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, 2025, in addition to the significant judgments mentioned in Note 2.

5. Acquisition of Crescent Silver, LLC

On December 12, 2025, the Company completed the acquisition of Crescent Silver, LLC ("Crescent") via a purchase agreement dated November 12, 2025. The acquisition was completed by the Company acquiring all the membership interests in the capital of Crescent from Hale Capital Partners, L.P. for consideration of $20 million in cash and 11,137,558 of the Company's common shares.

The acquisition was concentrated on the identifiable asset of Crescent's mineral interests and accounted for as an asset acquisition. The Company measures and recognizes asset acquisitions that are not a business combination based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisition. The consideration paid was allocated to the fair value of identifiable assets acquired and liabilities assumed on a relative fair value basis. Included in the net assets acquired are $84.3 million in property, plant and equipment the majority of which relates to mining interests, and $2.8 million in investment in joint ventures.

The fair value of the mining interests was determined using an income approach based on discounted cash flows, and a market approach. The fair value of investment in joint ventures was determined using a replacement cost approach as majority of the joint ventures’ net assets relate to property, plant and equipment.

Key assumptions used in fair values include discount rate, future production levels, future commodity prices, and a dollar per ounce silver implied multiple for the mining interests, and replacement cost for investment in joint ventures.

The following summarizes the total consideration paid and the amounts allocated to assets acquired and liabilities assumed:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

Consideration      
Cash consideration $ 20,000  
Common share consideration      
    Number of common shares   11,137,558  
    Common share price, December 12, 2025   5.78  
    64,387  
Acquisition related transaction costs   3,047  
Total consideration $ 87,434  

Allocation of consideration      
Cash and cash equivalents $ 295  
Trade and other receivables   76  
Inventories   175  
Property, plant and equipment   84,337  
Investment in joint ventures   2,843  
Trade and other payables   (292 )
Net assets acquired $ 87,434  

Investment in joint ventures acquired includes a 34.8% interest of a fully permitted floatation mill recognized initially at fair value with the carrying amount adjusted subsequently to recognize future profits or losses under the equity method of accounting.

6. Trade and other receivables

    June 30,     December 31,  
    2026     2025  
             
Trade receivables $ 11,407   $ 5,197  
Value added taxes receivable   1,323     394  
Other receivables   5,669     3,265  
  $ 18,399   $ 8,856  

7.  Inventories

    June 30,     December 31,  
    2026     2025  
             
Concentrates $ 3,721   $ 635  
Ore stockpiles   6,275     3,582  
Spare parts and supplies   6,551     6,451  
  $ 16,547   $ 10,668  

The amount of inventories recognized in cost of sales was $23.8 million during the three-month period ended June 30, 2026 (2025: $23.5 million), and $48.1 million during the six-month period ended June 30, 2026 (2025: $44.6 million), including concentrates, and ore stockpiles write-down to net realizable value of $1.5 million during the three-month period ended June 30, 2026 (2025: $1.2 million), and $1.8 million during the six-month period ended June 30, 2026 (2025: $1.9 million).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

8. 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, 2025 $ 239,625   $ 12,469   $ 133,022   $ 12,474   $ 237   $ 397,827  
Asset additions   111,652     -     19,202     2,933     308     134,095  
Asset disposals   -     -     -     (31 )   -     (31 )
Change in decommissioning provision   (1,014 )   -     -     -     -     (1,014 )
Balance at December 31, 2025   350,263     12,469     152,224     15,376     545     530,877  
Asset additions   40,114     -     23,558     1,259     (14 )   64,917  
Change in decommissioning provision   (275 )   -     -     -     -     (275 )
Reclassification   (3,048 )   -     -     -     -     (3,048 )
Balance at June 30, 2026 $ 387,054   $ 12,469   $ 175,782   $ 16,635   $ 531   $ 592,471  
                                     
Accumulated depreciation and depletion                                    
Balance at January 1, 2025 $ (146,646 ) $ -   $ (94,055 ) $ (9,501 ) $ (226 ) $ (250,428 )
Depreciation/depletion for the year   (11,233 )   -     (7,741 )   (2,249 )   (11 )   (21,234 )
Impairment for the year   -     -     (10,400 )   -     -     (10,400 )
Balance at December 31, 2025   (157,879 )   -     (112,196 )   (11,750 )   (237 )   (282,062 )
Depreciation/depletion for the period   (7,302 )   -     (4,226 )   (1,698 )   -     (13,226 )
Balance at June 30, 2026 $ (165,181 ) $ -   $ (116,422 ) $ (13,448 ) $ (237 ) $ (295,288 )
                                     
Carrying value                                    
  at December 31, 2025 $ 192,384   $ 12,469   $ 40,028   $ 3,626   $ 308   $ 248,815  
  at June 30, 2026 $ 221,873   $ 12,469   $ 59,360   $ 3,187   $ 294   $ 297,183  

Effective January 1, 2026, the Zone 120 and El Cajón silver-copper project ("EC120") from the Cosalá Operations declared commercial production as the mineral interests are available for its intended use on a commercial scale as defined by management. As a result, the Company transferred from mineral interests $3.0 million in net book value to inventories.

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, 2026 for each of the Company’s cash-generating units, including non-producing properties and properties placed under care and maintenance. An impairment of a hoist at the Galena Complex was identified during the year ended December 31, 2025 where carrying value of $10.4 million was recognized as an impairment loss to plant and equipment.

Right-of-use lease assets consist of long-term commitments on mining equipment and office space leases.

The carrying amounts of mineral interests and plant and equipment from the Relief Canyon Mine are approximately $15.8 million and $3.4 million, respectively, as at June 30, 2026 (December 31, 2025: $16.0 million and $4.4 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at June 30, 2026, the carrying amount of this property was $12.5 million included in non-producing properties.

9.  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”), acquired by Royal Gold Inc. ("Royal Gold") in October 2025.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The Purchase Agreement was amended in 2023 and 2024 whereby the Company would deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company had 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.

On May 25, 2026, the Company and a subsidiary of Royal Gold agreed to settle all of the Company’s remaining fixed delivery obligations, being 8,861 ounces of refined gold, by delivering 5,000 ounces of refined gold and issuing 2,652,532 common shares of the Company.

The transaction was completed on June 10, 2026, resulting in the settlement of the precious metals delivery liability. The Company recognized a total gain of $5.7 million for the three-month period ended June 30, 2026 (total gain of $0.4 million for the six-month period ended June 30, 2026), comprising of a $5.5 million gain arising from the remeasurement of the precious metals delivery liability immediately prior to settlement and a $0.2 million gain on settlement of the liability. The fair value of the common shares issued as part of the consideration was determined using the closing market price of the Company’s common shares on June 9, 2026, the trading day immediately preceding the issuance, of $6.56 CAD or $4.70 USD per common share, resulting in a fair value of $12.5 million, translated using the applicable exchange rate on the settlement date.

Carrying value of liability immediately prior to settlement $ 35,095  
       
Fair value of gold delivery $ 22,393  
Fair value of common shares issued   12,476  
Total consideration transferred $ 34,869  
       
Gain on settlement $ 226  

The following table summarizes the continuity of the Company's net metals contract liability during the period discounted using a credit adjusted risk rate of 10.0% (December 31, 2025: 10.1%):

    Six-month     Year  
    period ended     ended  
    June 30,     December 31,  
    2026     2025  
             
Net metals liability, beginning of periodRevised(1) $ 41,026   $ 35,804  
Repayment of metals liability   (5,682 )   (18,233 )
Revaluation of metals liability   (249 )   23,455  
Settlement of liability   (35,095 )   -  
Net metals liability, end of period $ -   $ 41,026  
             
Current portion $ -   $ 21,308  
Non-current portion   -     19,718  
  $ -   $ 41,026  

(1) Prior to fiscal 2025, the Company used a risk-free rate rather than a credit adjusted risk-free rate in determining the fair value of the net metals liability. Approximately $1.0 million in loss on metals contract liabilities was revised during the six-month period ended June 30, 2025.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

10.  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").

On May 20, 2026, the Company entered into a termination agreement to settle the Silver Agreement in its entirety through the issuance of 7,956,696 common shares of the Company (the "Termination Agreement"). Immediately prior to settlement, the remaining silver delivery obligation under the Silver Agreement was 592,000 ounces.

Upon closing of the Termination Agreement, the Company recognized a total loss of $5.0 million for the three-month period ended June 30, 2026 (total loss of $12.1 million for the six-month period ended June 30, 2026), consisting of a $1.0 million loss arising from the remeasurement of the silver metals delivery liability immediately prior to settlement and a $4.0 million loss on settlement of the liability.

The fair value of the common shares issued as consideration was determined using the closing market price of the Company's common shares on May 19, 2026, the trading day immediately preceding the date of the Termination Agreement, of $7.77 CAD or $5.65 USD per common share, resulting in a fair value of $44.9 million, translated using the applicable exchange rate on the settlement date.

Carrying value of liability immediately prior to settlement $ 40,994  
       
Fair value of common shares issued $ 44,940  
Total consideration transferred $ 44,940  
       
Loss on settlement $ (3,946 )

The following table summarizes the continuity of the Company's net silver contract liability during the period discounted using a credit adjusted risk rate of 10.0% (December 31, 2025: 10.1%):

    Six-month     Year  
    period ended     ended  
    June 30,     December 31,  
    2026     2025  
             
Net silver liability, beginning of periodRevised(1) $ 37,521   $ 14,568  
Repayment of metals liability   (4,755 )   -  
Revaluation of metals liability   8,228     22,953  
Settlement of liability   (40,994 )   -  
Net silver liability, end of period $ -   $ 37,521  
             
Current portion $ -   $ 13,325  
Non-current portion   -     24,196  
  $ -   $ 37,521  

(1) Prior to fiscal 2025, the Company used a risk-free rate rather than a credit adjusted risk-free rate in determining the fair value of the net silver liability. Approximately $0.2 million in gain on metals contract liabilities was revised during the six-month period ended June 30, 2025.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

11.  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 fully converted by the holders as of January 31, 2025 at the conversion price of $1.30 CAD resulting in the issuance of 12,923,076 of the Company's common shares and recognized a gain of $0.7 million for year ended December 31, 2025 as a result of the change in the estimated fair value of the Convertible Debenture's combined redemption option and retraction option.

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 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 is repaid in equal monthly installments of $0.6 million commenced 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. The Company complied with key financial covenants on liquidity and earnings ratio during fiscal 2026 and 2025. There are no indications that the Company may have difficulties complying with key financial covenants when it will be next tested as at September 30, 2026 interim reporting date.

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 Term Loan Facility 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 which started at end of fiscal 2025, along with a price protection program completed in July 2025 on future precious and base metals production and commitments. See Note 22 for the Company's price risk impact from the price protection program. The Company complied with key financial covenants during fiscal 2026 and 2025 while certain other financial covenants on earnings and debt ratios from December 31, 2025 to June 30, 2026 were waived by SAF subject to maintaining a minimum consolidated cash balance of $75.0 million during each period. There are no indications that the Company may have difficulties complying with key financial covenants when it will be next tested as at September 30, 2026 interim reporting date.

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. The Company recognized total interest and financing expense of $3.6 million for the six-month period ended June 30, 2026 of which $0.6 million was considered borrowing costs and capitalized as property, plant and equipment.

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.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

15.  Share capital

During the six-month period ended June 30, 2026, the Company closed non-brokered private placements for gross proceeds of $1.9 million through total issuance of 204,082 of the Company's common shares priced at approximately $12.73 CAD per share, and settled its metals contract liabilities through the issuance of 10,609,228 of the Company's common shares, as further described in Notes 9 and 10.

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.

On December 12, 2025, the Company completed the acquisition of Crescent in exchange for issuance of 11,137,558 of the Company's common shares and $20 million in cash (see Note 5). The Company also completed a concurrent bought deal private placement on December 4, 2025 raising gross proceeds of $132.3 million at an issue price of $5.54 CAD per offered share resulting from total issuance of 33,062,500 of the Company's common shares.

During the year ended December 31, 2025, the Company closed non-brokered private placements for total gross proceeds of $20.5 million through total issuance of 11,664,016 of the Company's common shares priced at approximately $2.45 CAD per share. As part of the non-brokered private placements, 1,044,000 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 $2.50 CAD for a period of three years starting March 31, 2025.

a.  Authorized

Authorized share capital consists of an unlimited number of common and preferred shares. No preferred shares are outstanding.

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.

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

            Six-month               Year  
            period ended               ended  
            June 30,               December 31,  
            2026               2025  
            Weighted               Weighted  
            average               average  
            exercise               exercise  
    Number       price       Number       price  
    (thousands)       CAD       (thousands)       CAD  
                               
Balance, beginning of period   7,762     $ 1.33       8,044     $ 1.67  
Granted   -       -       3,940       1.41  
Exercised   (560 )     1.25       (2,631 )     1.72  
Expired   -       -       (1,591 )     2.61  
Balance, end of period   7,203     $ 1.33       7,762     $ 1.33  

The following table summarizes information on stock options outstanding and exercisable as at June 30, 2026:

    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   0.49     770   $ 0.78     770   $ 0.78  
$1.01 to $2.00   2.58     6,313     1.38     2,730     1.38  
$2.01 to $3.00   3.92     80     2.31     26     2.31  
$3.01 to $4.00   4.14     40     3.43     -     -  
          7,203   $ 1.33     3,526   $ 1.25  

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, 2026 was nil (2025: $0.23).

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Three-month     Six-month     Six-month  
    period ended     period ended     period ended     period ended  
    June 30,     June 30,     June 30,     June 30,  
    2026     2025     2026     2025  
                         
Expected stock price volatility (1)   -     69%     -     70%  
Risk free interest rate   -     2.83%     -     2.94%  
Expected life   -     5 years     -     5 years  
Expected forfeiture rate   -     5.00%     -     3.22%  
Expected dividend yield   -     0%     -     0%  
                         
Share-based payments included in cost of sales $ -   $ -   $ -   $ -  
Share-based payments included in general and administrative expenses   230     528     461     1,040  
Total share-based payments $ 230   $ 528   $ 461   $ 1,040  

(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 June 30, 2026 are as follows:

Number of Exercise Issuance Expiry
warrants price (CAD) date date
3,016,800   1.00 Mar 2024 Mar 27, 2027
600,000  1.05 Aug 2024 Aug 14, 2027
1,044,000 2.50 Mar 2025 Mar 31, 2028
4,660,800      

e.  Restricted share units:

The Company has a Restricted Share Unit Plan under which eligible 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. As at June 30, 2026 and December 31, 2025 nil cash-settled restricted share units are outstanding.

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, 2026, 7,373,607 (December 31, 2025: 9,469,438) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.

f.  Performance share units:

The Company has a Performance Share Unit Plan under which eligible 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 measured at fair value 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 with market performance conditions 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.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

No share performance units with market conditions were issued in the three and six months periods ended June 30, 2026 and 2025.

The fair value of performance share units with non-market performance conditions is determined with reference to the Company share price on the grant date. Non-market performance conditions are not reflected in the grant-date fair value of the award but are considered in estimating the number of awards expected to vest. The Company granted 600,000 performance units to certain employees on June 7, 2026 which vest over 17 months and are subject to certain non-market performance conditions.

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 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 charge of $0.6 million to director fees and a corresponding increase in equity reserve upon issuance of 125,460 deferred share units during the six-month period ended June 30, 2026. As at June 30, 2026, there are 2,699,990 (December 31, 2025: 3,213,599) deferred share units 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,  
     2026      2025      2026      2025  
                         
Basic weighted average number of shares   329,517,216     263,263,946     327,025,238     255,669,799  
Effect of dilutive equity instruments:                        
Options   -     -     6,029,632     -  
Warrants   -     -     3,963,996     -  
Restricted share units   -     -     6,814,320     -  
Performance share units   -     -     1,271,148     -  
Deferred share units   -     -     2,699,990     -  
Diluted weighted average number of shares   329,517,216     263,263,946     347,804,323     255,669,799  

Diluted weighted average number of common shares for the six-month period ended June 30, 2026 excludes nil anti-dilutive preferred shares (2025: nil), nil anti-dilutive stock options (2025: 9,853,440), nil anti-dilutive warrants (2025: 9,180,040), nil anti-dilutive restricted share units (2025: 8,300,076), nil anti-dilutive performance share units (2025: nil), and nil anti-dilutive deferred share units (2025: 3,340,150).

17. Joint venture with United States Antimony Corporation

On February 10 2026, the Company signed a joint venture agreement with United States Antimony Corporation (“US Antimony”) to construct and operate an antimony processing facility in Idaho’s Silver Valley. The joint venture is 51% owned by the Company and is intended to provide a mine-to-finished antimony production solution to secure the supply chain for this critical mineral within the United States. The Company will contribute the land for the site and will sell antimony feed material mined from the Galena Complex to the joint venture on market terms. In addition, the Company will fund its proportionate share of the project budget, once approved, for the construction of the facility through capital contributions in accordance with the joint venture agreement. US Antimony will contribute its knowledge and technical expertise, operate the facility, and provide the joint venture with access to its antimony marketing network including the United States Government.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

18.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and six-month periods ended June 30, 2026 and 2025:

    Three-month     Three-month     Six-month     Six-month  
    period ended     period ended     period ended     period ended  
    June 30,     June 30,     June 30,     June 30,  
    2026     2025     2026     2025  
                         
Silver                        
Sales revenue $ 42,405   $ 16,115   $ 110,373   $ 28,738  
Derivative pricing adjustments   (2,258 )   121     (2,646 )   1,106  
    40,147     16,236     107,727     29,844  
Copper                        
Sales revenue $ 5,402   $ -   $ 11,779   $ -  
Derivative pricing adjustments   (15 )   -     229     -  
    5,387     -     12,008     -  
Lead                        
Sales revenue $ 1,802   $ 1,852   $ 3,414   $ 5,264  
Derivative pricing adjustments   19     (78 )   (95 )   (134 )
    1,821     1,774     3,319     5,130  
Zinc                        
Sales revenue $ -   $ 2,274   $ -   $ 11,775  
Derivative pricing adjustments   -     2     -     82  
    -     2,276     -     11,857  
Antimony                        
Sales revenue $ 1,030   $ -   $ 2,369   $ -  
Derivative pricing adjustments   (282 )   -     (273 )   -  
    748     -     2,096     -  
Other by-products                        
Sales revenue $ 1,705   $ 97   $ 4,124   $ 350  
Derivative pricing adjustments   (179 )   10     (204 )   63  
    1,526     107     3,920     413  
                         
Total sales revenue $ 52,344   $ 20,338   $ 132,059   $ 46,127  
Total derivative pricing adjustments   (2,715 )   55     (2,989 )   1,117  
Gross revenue $ 49,629   $ 20,393   $ 129,070   $ 47,244  
Proceeds before intended use   995     8,281     995     10,602  
Service revenue   208     -     505     -  
Treatment and selling costs   (4,503 )   (1,747 )   (16,442 )   (7,372 )
  $ 46,329   $ 26,927   $ 114,128   $ 50,474  

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). Treatment and selling costs include smelting payable deductions subtracted from gross sales revenue of concentrates.

Effective January 1, 2026, EC120 from the Cosalá Operations declared commercial production as the mineral interests are available for its intended use on a commercial scale as defined by management. As a result, the Company has recognized net revenues on sale of silver-copper concentrate within total sales revenue. Proceeds before intended use for the three-months and six-month periods ended June 30, 2025 represents revenue earned from EC120 prior to declaration of commercial production.

Proceeds before intended use during fiscal 2026 relates to revenue recognized from the Crescent Mine.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(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, 2026 and 2025:

    Three-month     Three-month     Six-month     Six-month  
    period ended     period ended     period ended     period ended  
    June 30,     June 30,     June 30,     June 30,  
    2026     2025     2026     2025  
                         
Salaries and employee benefits $ 9,684   $ 7,083   $ 18,222   $ 14,466  
Raw materials and consumables   8,444     6,036     16,814     13,126  
Utilities   1,071     1,103     2,134     2,141  
Transportation costs   443     504     950     1,572  
Contract services and other costs   5,536     3,808     11,692     4,542  
Costs before intended use   995     4,811     995     6,236  
Service costs   201     -     463     -  
Changes in inventories   (3,761 )   (1,063 )   (4,617 )   611  
Inventory write-downs (Note 7)   1,491     1,197     1,786     1,924  
  $ 24,104   $ 23,479   $ 48,439   $ 44,618  

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 six-month periods ended June 30, 2026 and 2025:

    Three-month     Three-month     Six-month     Six-month  
    period ended     period ended     period ended     period ended  
    June 30,     June 30,     June 30,     June 30,  
    2026     2025     2026     2025  
                         
Salaries and employee benefits $ 1,769   $ 1,174   $ 3,784   $ 2,322  
Directors' fees   382     892     782     2,773  
Share-based payments   2,036     1,925     3,768     3,601  
Professional fees   2,245     1,180     4,065     2,156  
Office and general   1,124     920     2,131     1,736  
  $ 7,556   $ 6,091   $ 14,530   $ 12,588  

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, 2026 was 26.5%, in addition to mining royalty rate of approximately 8.5% and 3% applicable to the Cosalá Operations and Galena Complex, respectively.

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    June 30,     December 31,  
    2026     2025  
             
Property, plant and equipment $ 130   $ 130  
Other   512     400  
Total deferred tax liabilities   642     530  
Provisions and reserves   (519 )   (517 )
Net deferred tax liabilities $ 123   $ 13  

The inventory write-downs and impairments described in Note 7 and 8 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, trade and other receivables, and derivative instruments. 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. Derivative instruments are held by a multinational investment banking and financial services group.

As of June 30, 2026, the Company's exposure to credit risk with respect to trade receivables amounts to $11.4 million (December 31, 2025: $5.2 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, 2026 and December 31, 2025.

(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, 2026  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 64,310   $ 64,310   $ -   $ -   $ -  
Pre-payment facility   3,000     3,000     -     -     -  
Credit facility   4,000     4,000     -     -     -  
Interest on credit facility   91     91     -     -     -  
Term loan facility   52,393     3,989     22,473     25,931     -  
Interest and fees on term loan facility   16,704     5,628     8,787     2,289     -  
Royalty payable   2,217     2,217     -     -     -  
Other long-term liabilities   1,717     -     968     156     593  
  $ 144,432   $ 83,235   $ 32,228   $ 28,376   $ 593  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(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, 2026  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 2,528   $ 2,528   $ -   $ -   $ -  
Other long-term liabilities   1,124     -     968     156     -  
  $ 3,652   $ 2,528   $ 968   $ 156   $ -  

The following table summarizes the continuity of the Company's total lease liabilities discounted using an incremental borrowing rate ranging from 6% to 11% applied during the period:

    Six-month     Year  
    period ended     ended  
    June 30,     December 31,  
    2026     2025  
             
Lease liabilities, beginning of period $ 3,516   $ 1,655  
Additions   1,272     2,922  
Lease principal payments   (1,136 )   (1,021 )
Lease interest payments   (161 )   (229 )
Accretion on lease liabilities   161     189  
Lease liabilities, end of period $ 3,652   $ 3,516  

(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 6% per annum from the Credit Facility, and the U.S SOFR rate floor plus 6% per annum from the Term Loan Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at June 30, 2026, 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 income or other comprehensive income due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

    As at June 30, 2026  
    CAD     MXN  
             
Cash and cash equivalents $ 1,309   $ 840  
Trade and other receivables   1,970     4,925  
Trade and other payables   4,367     23,081  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

As at June 30, 2026, the CAD/USD and MXN/USD exchange rates were 1.42 and 17.47, respectively. The sensitivity of the Company's net income and other comprehensive income due to changes in the exchange rates for the six-month period ended June 30, 2026 is included in the following table:

    CAD/USD     MXN/USD  
    Exchange rate     Exchange rate  
    +/- 10%     +/- 10%  
             
Approximate impact on:            
Net income $ 1,592   $ 3,528  
Other comprehensive income   (9 )   (42 )

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, 2026 and December 31, 2025, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the six-month periods ended June 30, 2026 and 2025, 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, 2026, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, copper, lead, zinc, and gold prices would affect trade receivables by approximately $0.8 million (December 31, 2025: $0.5 million).

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 non-hedge contracts remaining outstanding as at June 30, 2026:

  • Copper forward options to sell approximately 100,000 to 250,000 pounds per month from August 2025 to July 2026 at $4.39 per pound.

The Company recognized a $5.6 million gain from settled non-hedge contracts and a $5.5 million loss from unsettled non-hedge contracts during the six-month period ended June 30, 2026 (2025: nil). At June 30, 2026, the unsettled non-hedged contracts resulted in a net liability of derivative instruments valued at $0.9 million (December 31, 2025: a net asset of $4.8 million).

Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the six-month period ended June 30, 2026 was $0.1 million (2025: 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, 2026 was $0.1 million (2025: gain 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.

Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
  • 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 or prior to extinguishment.
  • Credit and term loan facilities, convertible debenture, and promissory notes: The principal portion of 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).
    June 30,     December 31,  
    2026     2025  
             
Level 2            
  Trade and other receivables $ 18,399   $ 8,856  
  Derivative instruments - assets   -     4,773  
             
Level 3            
  Metals contract liability   -     41,026  
  Silver contract liability   -     37,521  
  Royalty payable   2,217     2,753  
  Derivative instruments - liabilities   855     -  
             
Amortized cost            
  Cash and cash equivalents   88,883     129,783  
  Restricted cash   4,796     4,716  
  Pre-payment facility   3,000     -  
  Credit facility   3,952     7,440  
  Term loan facility   48,127     48,230  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 six-month periods ended June 30, 2026 and 2025 were earned in Mexico and the United States. The following segmented information is presented as at June 30, 2026 and December 31, 2025, and for the three-month and six-month periods ended June 30, 2026 and 2025. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

    As at June 30, 2026     As at December 31, 2025  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Cash and cash equivalents $ 8,540   $ 11,049   $ 227   $ 69,067   $ 88,883   $ 7,029   $ 1,990   $ 204   $ 120,560   $ 129,783  
Trade and other receivables   10,076     6,353     -     1,970     18,399     6,513     1,370     -     973     8,856  
Inventories   11,429     5,015     103     -     16,547     8,052     2,513     103     -     10,668  
Prepaid expenses   898     1,076     419     1,230     3,623     734     1,043     235     530     2,542  
Derivative instruments   -     -     -     -     -     -     -     -     4,773     4,773  
Restricted cash   157     53     4,586     -     4,796     153     53     4,510     -     4,716  
Investment in Joint Ventures   -     2,878     -     -     2,878     -     2,843     -     -     2,843  
Property, plant and equipment   62,049     214,688     19,257     1,189     297,183     61,449     165,587     20,420     1,359     248,815  
Total assets $ 93,149   $ 241,112   $ 24,592   $ 73,456   $ 432,309   $ 83,930   $ 175,399   $ 25,472   $ 128,195   $ 412,996  
                                                             
Trade and other payables $ 25,739   $ 26,952   $ 4,474   $ 7,145   $ 64,310   $ 14,289   $ 9,450   $ 3,894   $ 11,186   $ 38,819  
Pre-payment facility   -     3,000     -     -     3,000     -     -     -     -     -  
Credit facility   3,952     -     -     -     3,952     7,440     -     -     -     7,440  
Term loan facility   -     -     -     48,127     48,127     -     -     -     48,230     48,230  
Other long-term liabilities   173     811     -     733     1,717     673     884     -     889     2,446  
Metals contract liability   -     -     -     -     -     -     -     -     41,026     41,026  
Silver contract liability   -     -     -     -     -     -     -     -     37,521     37,521  
Royalty payable   -     -     -     2,217     2,217     -     -     -     2,753     2,753  
Derivative instruments   -     -     -     855     855     -     -     -     -     -  
Post-employment benefit obligations   -     955     -     -     955     -     2,131     -     -     2,131  
Decommissioning provision   2,894     4,117     4,008     -     11,019     2,770     4,173     4,057     -     11,000  
Deferred tax liabilities   123     -     -     -     123     13     -     -     -     13  
Total liabilities $ 32,881   $ 35,835   $ 8,482   $ 59,077   $ 136,275   $ 25,185   $ 16,638   $ 7,951   $ 141,605   $ 191,379  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month period ended June 30, 2026     Three-month period ended June 30, 2025  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue $ 24,283   $ 22,046   $ -   $ -   $ 46,329   $ 11,520   $ 15,407   $ -   $ -   $ 26,927  
Cost of sales   (9,913 )   (14,191 )   -     -     (24,104 )   (11,600 )   (11,879 )   -     -     (23,479 )
Depletion and amortization   (3,249 )   (2,983 )   (514 )   (73 )   (6,819 )   (1,306 )   (4,274 )   (855 )   (62 )   (6,497 )
Care and maintenance costs   -     (492 )   (627 )   -     (1,119 )   -     (115 )   (378 )   -     (493 )
Corporate general and administrative   -     -     -     (7,556 )   (7,556 )   -     -     -     (6,091 )   (6,091 )
Exploration costs   (916 )   (566 )   (25 )   -     (1,507 )   (421 )   (473 )   (24 )   -     (918 )
Accretion on decommissioning provision   (60 )   (45 )   (44 )   -     (149 )   (53 )   (58 )   (43 )   -     (154 )
Interest and financing income (expense)   (228 )   (13 )   39     (1,080 )   (1,282 )   (24 )   (80 )   44     (1,321 )   (1,381 )
Foreign exchange gain (loss)   (691 )   23     -     (1,034 )   (1,702 )   (632 )   -     -     3,441     2,809  
Gain (loss) on metals contract liabilities   -     -     -     755     755     -     -     -     (5,503 )   (5,503 )
Other loss on derivatives   -     -     -     (2,851 )   (2,851 )   -     -     -     -     -  
Fair value loss on royalty payable   -     -     -     (68 )   (68 )   -     -     -     (156 )   (156 )
Loss on investment in joint ventures   -     (76 )   -     -     (76 )   -     -     -     -     -  
Income (loss) before income taxes   9,226     3,703     (1,171 )   (11,907 )   (149 )   (2,516 )   (1,472 )   (1,256 )   (9,692 )   (14,936 )
Income tax recovery (expense)   (5,026 )   189     -     -     (4,837 )   (121 )   -     -     -     (121 )
Net income (loss) for the period $ 4,200   $ 3,892   $ (1,171 ) $ (11,907 ) $ (4,986 ) $ (2,637 ) $ (1,472 ) $ (1,256 ) $ (9,692 ) $ (15,057 )

    Six-month period ended June 30, 2026     Six-month period ended June 30, 2025  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue $ 56,731   $ 57,397   $ -   $ -   $ 114,128   $ 23,336   $ 27,138   $ -   $ -   $ 50,474  
Cost of sales   (21,899 )   (26,540 )   -     -     (48,439 )   (22,591 )   (22,027 )   -     -     (44,618 )
Depletion and amortization   (6,732 )   (5,325 )   (1,028 )   (141 )   (13,226 )   (2,900 )   (7,282 )   (1,709 )   (115 )   (12,006 )
Care and maintenance costs   -     (619 )   (1,385 )   -     (2,004 )   -     (229 )   (399 )   -     (628 )
Corporate general and administrative   -     -     -     (14,530 )   (14,530 )   -     -     -     (12,588 )   (12,588 )
Exploration costs   (1,804 )   (1,637 )   (49 )   -     (3,490 )   (1,241 )   (902 )   (55 )   -     (2,198 )
Accretion on decommissioning provision   (117 )   (90 )   (86 )   -     (293 )   (108 )   (118 )   (88 )   -     (314 )
Interest and financing income (expense)   (481 )   (63 )   79     (1,390 )   (1,855 )   (94 )   (192 )   87     (1,656 )   (1,855 )
Foreign exchange gain (loss)   (541 )   19     -     (1,257 )   (1,779 )   (477 )   -     -     3,461     2,984  
Gain (loss) on disposal of assets   -     (41 )   -     -     (41 )   -     -     966     -     966  
Loss on metals contract liability   -     -     -     (11,761 )   (11,761 )   -     -     -     (15,288 )   (15,288 )
Other gain on derivatives   -     -     -     118     118     -     -     -     709     709  
Fair value loss on royalty payable   -     -     -     (176 )   (176 )   -     -     -     (281 )   (281 )
Loss on investment in joint ventures   -     (76 )   -     -     (76 )   -     -     -     -     -  
Income (loss) before income taxes   25,157     23,025     (2,469 )   (29,137 )   16,576     (4,075 )   (3,612 )   (1,198 )   (25,758 )   (34,643 )
Income tax expense   (11,580 )   -     -     -     (11,580 )   (93 )   -     -     -     (93 )
Net income (loss) for the period $ 13,577   $ 23,025   $ (2,469 ) $ (29,137 ) $ 4,996   $ (4,168 ) $ (3,612 ) $ (1,198 ) $ (25,758 ) $ (34,736 )

c.  Major customers

For the three-month period ended June 30, 2026, the Company sold concentrates and finished goods to two major customers accounting for 100% of consolidated revenue with 53% from Cosalá Operations and 47% from Galena Complex (2025: three major customers accounting for revenue with 43% from Cosalá Operations and 57% from Galena Complex). For the six-month period ended June 30, 2026, the Company sold concentrates and finished goods to two major customers accounting for 50% of revenues from Cosalá Operations and 50% of revenues from Galena Complex (2025: three major customers accounting for 46% of revenues from Cosalá Operations and 54% of revenues from Galena Complex).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and six-month periods ended June 30, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 $11.3 million (MXN 196.8 million), of which $4.8 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.4 million (MXN 94.6 million) of their original reassessment. The remaining $5.9 million (MXN 102.2 million) consists of $4.8 million (MXN 84.4 million) related to transactions with certain suppliers and $1.0 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 $1.0 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.8 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, 2026, the accrued liability of the probable obligation from the ongoing appeal was $1.1 million (December 31, 2025: $1.1 million).



 

 

 

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

DATED AUGUST 13, 2026

 

 

 

 


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 13
Liquidity 14
Capital Resources 16
Off-Balance Sheet Arrangements 16
Transactions with Related Parties 17
Risk Factors 17
Accounting Standards and Pronouncements 17
Financial Instruments 18
Capital Structure 18
Controls and Procedures 18
Technical Information 20
Non-GAAP and Other Financial Measures 21

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, 2026

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, including the Crescent mine, and Cosalá Operations; 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; 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; the Company's second phase test work confirming the potential to extract over 99% of antimony from test copper flotation concentrate and the Company's role in the U.S. domestic supply of critical minerals following signed joint venture agreement with United States Antimony Corporation; 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; expectations regarding the Company's ability to rely on existing infrastructure, facilities and equipment; and expectations regarding the timing and frequency of the Company's review of the pension valuation.

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; tailing risks; 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 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; litigation risks; acquisitions and integrations; joint ventures; 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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs, opinions, and judgments 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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

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”, “Americas”, 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, 2026, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated August 13, 2026 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, 2026 and 2025. The unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and 2025 are prepared in accordance with International Accounting Standards (“IAS”) 34 under IFRS Accounting 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, 2026 ("Q2-2026") compared to the three months ended June 30, 2025 ("Q2-2025") and for the six months ended June 30, 2026 ("YTD-2026") compared to the six months ended June 30, 2025 ("YTD-2025") as well as comments on plans for the future.

The Company has included certain non-GAAP and other financial measures together with measures determined in accordance with IFRS. The Company believes these measures 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".

The Company filed articles of amendment, effective August 21, 2025, to complete an approved share consolidation of the Company's issued and outstanding common shares on the basis of two and a half (2.5) pre-consolidated common shares for one (1) post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, restricted share units, performance share units, and deferred share units. All information prior to August 21, 2025 relating to issued and outstanding common shares, options, warrants, restricted share units, performance share units, deferred share units, and related per share amounts in this MD&A have been adjusted retrospectively to reflect the share consolidation.

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, including the neighbouring Crescent mine, and the Cosalá Operations in Sinaloa, Mexico. The Company also owns the Relief Canyon gold 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 recently-acquired Crescent 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 lead, copper, gold, and antimony over a production history of more than sixty years. The Company is currently implementing a new strategy at Galena aimed at increasing production and lowering operating costs following a recapitalization plan in December 2024 and the Crescent mine acquisition. The Company also signed a joint venture agreement in February 2026 with United States Antimony Corporation (“US Antimony”) to construct and operate an antimony processing facility in Idaho’s Silver Valley.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which includes the 100%-owned Zone 120 and the El Cajón silver-copper mines (“EC120”) and the San Rafael silver-zinc-lead mine (“San Rafael”), which declared commercial production in January 2026 and December 2017, respectively. The Cosalá area land holdings also host the Company’s Nuestra Señora silver-zinc-copper-lead mine and the Los Braceros processing facility and declaring commercial production in January 2009, as well as several other known precious metals and polymetallic deposits, past-producing mines, and development projects all 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 gold mine 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 6,160 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, with offices in Reno, Nevada, Mazatlán and Cosalá, Mexico and Wallace, Idaho. 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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Recent Developments and Operational Discussion

Q2-2026 Highlights

  • Consolidated net revenue increased to $46.3 million for Q2-2026 or 71% increase compared to $27.0 million for Q2-2025, primarily as a result of higher realized prices.
    • YTD-2026 revenues of $114.1 million increased by 126% compared to YTD-2025 revenues of $50.5 million. The Company is on a strong growth trajectory, having generated nearly the equivalent of its entire fiscal 2025 revenue in the first half of 2026.
  • Consolidated silver production of 665,000 ounces was achieved during the quarter
    • As previously announced, the Galena Phase 2 shaft upgrades program was extended by an additional two weeks to complete additional work. Also previously disclosed, silver production during Q2-2026 was impacted due to a minor electrical fire in June, deferring access to planned higher grade stope into the third quarter. Minor repairs in the affected area have been completed. 
    • Consolidated production of silver equivalent ounces1 was approximately 801,000 ounces (a 5% decrease compared to Q2-2025), including 2.3 million pounds of lead, 0.9 million pounds of copper, and 97,000 pounds of antimony.
    • Consolidated production of silver equivalent ounces for YTD-2026 was approximately 1.7 million ounces (a 2% increase compared to YTD-2025), including 4.2 million pounds of lead, 1.8 million pounds of copper, and 234,000 pounds of antimony.
    • The Company remains on-track to achieve full-year guidance of 3.2 to 3.6 million silver ounces, with production expected to be weighted to the second half of the year as the ramp up of operations in Idaho continues.
  • Strong operational performance at Cosalá, delivering 337,000 ounces of silver during the quarter which represents a 26% year over year increase when compared to Q2-2025.
    • Strong production was driven by higher silver grades across fewer tonnes as the Company enters the heart of the orebody at EC120, its flagship operation at Cosalá.
  • Completed Phase 2 of the Galena No. 3 Shaft modernization program, increasing total hoisting capacity by approximately 150% and skipping payloads by 40%, supporting higher underground mining rates and future production growth.
  • Settled approximately $76 million of variable silver and gold debt obligations strengthening the Company's balance sheet, significantly reducing future cash debt-service costs, and increasing exposure to silver prices. This settlement eliminates the impact of changes in valuation of these debt instruments due to gold and silver price changes on the income statement prospectively.
  • Cash and cash equivalents balance of $88.9 million and working capital1 of $48.6 million as of June 30, 2026 in line with expectations as the Company continues to deploy capital into its consolidated revitalization and growth plans, and the settlement of the above noted variable future debt obligations.
  • Cost of sales per silver equivalent ounce sold1, cash costs1 and all-in sustaining costs1 per silver ounce sold averaged $32.05, $25.68 and $40.63, respectively, in Q2-2026.
  • For YTD-2026, cost of sales per silver equivalent ounce sold, cash costs and all-in sustaining costs ("AISC") per silver ounce sold averaged $28.33, $24.48 and $36.92, respectively. The first half was in line with plan and on track to achieve AISC guidance of $30.00 - $35.00 per silver ounce sold.
  • Net loss of $5.0 million for Q2-2026 (net loss of $15.0 million for Q2-2025) primarily attributable to higher net revenue and higher gain on fair value of metals contract liabilities, offset by higher foreign exchange loss, higher loss on derivatives, and higher income tax expense.
  • Adjusted earnings1 for Q2-2026 was loss of $0.9 million (adjusted loss for Q2-2025 was $12.1 million) and Adjusted EBITDA1 for Q2-2026 was $12.0 million (adjusted EBITDA loss for Q2-2025 was $4.1 million) primarily due to higher net revenue from increased realized silver prices during the period.

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


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Metal Prices

Precious metals prices remained supportive during the Q2-2026, reflecting continued investor interest in safe-haven assets amid geopolitical and economic uncertainty. Market sentiment was influenced by ongoing structural deficits in the silver market, strong industrial demand from renewable energy, electronics, artificial intelligence data centres and other technology-related applications, evolving monetary and fiscal policy expectations, international trade developments, and broader macroeconomic conditions. The market price of silver increased by 118% year-over-year to an average price of $73.44/oz in Q2-2026 compared to an average price of $33.63/oz in Q2-2025. The copper market price increased by 39% year-over-year to an average price of $6.04/lb in Q2-2026 compared to an average price of $4.32/lb in Q2-2025. Lead was comparable at an average price of $0.89/lb in Q2-2026 compared to an average price of $0.88/lb in Q2-2025. The Company is dependent on both precious and base metal prices for profitability and liquidity.

The Company believes it is well positioned to significantly increase revenue for 2026 and beyond, supported by its planned growth in silver production at both of its producing operations and the assumption that market prices for silver, copper, and lead remain at or above current levels.

Galena Complex

During Q2 2026, the Company advanced several key operational initiatives at the Galena Complex, maintaining alignment with its multi year growth plan. Progress continued across underground development, long hole stoping, fleet modernization, shaft infrastructure upgrades, and communications improvements. These activities collectively support the Company’s objective of increasing mining efficiency, expanding production optionality, and improving long term asset reliability.

Underground development advanced at a steady pace, supported by improved muck handling efficiencies. A significant contributor to these gains was the successful extraction of a thirteenth long hole panel at the Galena 46 148 stope. Remote mucking operations materially outperformed traditional underhand and overhand methods, averaging approximately 200 tonnes per shift versus roughly 50 tonnes per shift historically. The long hole panel achieved planned widths, reinforcing confidence in the long hole mining strategy. Four additional long hole stopes are currently in development and are scheduled for extraction in Q3 2026 and Q4 2026, which is expected to further support production consistency and cost performance.

Development of the 55 179 decline progressed toward the 55 198 and 55 165 stopes, enabling continued production during the quarter. The strategic location of this ramp provides access to multiple stopes from a single development heading, reducing future development expenditures and increasing operational flexibility. Two of the three stopes accessed from this ramp are planned for long hole mining, marking a notable transition given that no long hole stopes were active at year end 2024.

The Company continued to execute on its 2026 underground fleet replacement program, with early efficiency gains beginning to materialize. Two remote capable Komatsu WX 04 loaders supported long hole operations throughout the quarter, and a third unit was received late in Q2 2026 and commissioned on the 3,700 level in Q3 2026. Infrastructure upgrades to accommodate the modern fleet also progressed, including upsizing two 300 tonne ore bins for new haul trucks and installing new chutes on the 5,500 level, with commissioning expected in Q3 2026.

Modernization of underground communications advanced with installation of a new fibre optic and leaky feeder system in the No. 3 Shaft and across the 5,500 level. The initial segment, extending to the 4,500 level, will provide the first underground internet connectivity at the Galena Complex. Completion is expected in Q3 2026 and is anticipated to enhance communication reliability, enable automation of select fans, pumps, and equipment, and improve overall underground operational control.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Phase Two components for the No. 3 Shaft upgrade arrived in mid March 2026, with brake and Lilly upgrades completed at the end of April. This phase is expected to increase hoisting speeds in end zones, improving the efficiency of ore and waste skipping. Improvements completed to date have already resulted in faster material movement through the shaft system.

Higher silver prices during the quarter improved the economic viability of several areas of the mine, prompting their reintegration into the 2026 and longer term mine plans. An internal study is underway to evaluate remnant mining potential in the 55 072, 46 136, 52 034, 43 149, and 55 179VR areas. Drilling is ongoing to refine geological models, supported by the deployment of two additional drills. These efforts are expected to inform future production sequencing and resource optimization.

Cosalá Operations

During Q2 2026, the Cosalá Operations delivered solid operating performance, producing approximately 337,000 ounces of silver, primarily from EC120 within the Oeste Superior 2, Oeste Superior 4, and Este 3 areas. Approximately 75% of quarterly silver production was sourced from Zone 120, with the balance from the El Cajón Mine. Tonnage from Zone 120 remained stable at roughly 30,000 tons per month, and silver head grades were consistent with expectations throughout the period. Despite a scheduled 11 day maintenance shutdown of one of the mill lines, reducing total processing capacity by 50%, silver recovery averaged approximately 82% in Q2 2026, reflecting strong metallurgical performance and effective plant management.

The Sinaloa region, where the Company operates, experiences heightened conflict from time-to-time 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 and concentrate transportation routes. Additionally, these disruptions intermittently affect mill operations, leading to minor reductions in milled tonnage though the Company has largely maintained normal steady-state throughput.

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 AIF for a further discussion of the risks relating to 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.

Acquisition of Crescent Mine and Concurrent Bought Deal Financing

The Company closed its strategic acquisition of Crescent Silver, LLC which owns the Crescent mine ("Crescent") in Idaho, USA, neighbouring the Galena Complex, on December 12, 2025 for total consideration of $87 million.

Though it is early days at the Crescent mine, the Company has already mobilized contractors, and begun preparing drill stations and exploration development on structure in Q1-2026, and progressing on 122 ft of structural development in Q2-2026.  Infill drilling also began late in Q1-2026 in support of a resource update in second half of 2027 and is expected to continue throughout the year.

Joint Venture with United States Antimony

Galena is the only producing antimony mine in the United States. The Company aims to deliver a secure and reliable source of US domestic antimony, a federally recognized critical mineral with key applications in the defense, energy, and manufacturing sectors within the United States.  Given this significant advantage, the Company signed a joint venture agreement with US Antimony to construct and operate an antimony processing facility in Idaho’s Silver Valley in February of 2026 (the “Antimony JV”). The Antimony JV is 51% owned by the Company and is intended to provide a mine-to-finished antimony production solution to secure the supply chain for this critical mineral within the United States. The Company will contribute the land for the site and will sell antimony feed material mined from the Galena Complex to the Antimony JV on market terms. US Antimony will contribute its knowledge and technical expertise in constructing and operating antimony processing facilities and will provide the Antimony JV with access to its extensive antimony marketing network including the United States Government.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Settlement of silver and gold delivery obligations

During the quarter, the Company settled its remaining precious metals deliver obligations under existing agreements with Mr. Eric Sprott ("Sprott") and Royal Gold Inc. ("Royal Gold"). On May 20, 2026, the Company settled its remaining obligation to deliver ounces of silver to Sprott in exchange for the issuance of 7,956,696 common shares. On June 10, 2026, the Company also settled its remaining obligation to deliver ounces of gold to Royal Gold through a combination of the delivery of 5,000 ounces of gold and the issuance of 2,652,532 common shares.

These transactions fully settled the Company's remaining precious metals delivery obligations, eliminating impacts to mark-to-market adjustments in instrument valuations due to changes in forward gold and silver prices, simplified and strengthened its capital structure and increased its exposure to future silver prices. Further details regarding the transactions, and their financial statement impact, are described in Notes 9 and 10 to the Company's condensed interim consolidated financial statements.

Outlook

Americas' consolidated production guidance for 2026 is a range between 3.2 million and 3.6 million ounces of silver at an AISC range of $30 to $35 per ounce sold. The Company remains on track to deliver on its planned production guidance.

Table 1 - 2026 GUIDANCE

2026 PRODUCTION AND COSTS  
Silver Production (millions of ounces) 3.2 - 3.6
All-in Sustaining Cost (AISC)2,3,4 ($/oz sold) 30 - 35
CAPITAL INVESTMENTS ($ millions)  
Sustaining Capital ($ millions - includes capitalized infill drilling) 30 - 40
Growth Capital ($ millions) 60 - 80
Total ($ millions) 90 - 120

Notes to Table 1

1. The Company's guidance assumes targeted mining rates and costs, availability of personnel, contractors, equipment and supplies, the receipt on a timely basis of required permits and licenses, cash availability for capital investments from cash balances, cash flow from operations, or from a third-party debt financing source on terms acceptable to the Company, no significant events which impact operations, an MXN$ to US$ exchange rate of 18 : 1. Assumptions used for the purposes of guidance may prove to be incorrect and actual results may differ from those anticipated.

2. Non-IFRS: the definition and reconciliation of these measures are included in the Non-IFRS Measures section of Americas Gold and Silver's MD&A for the period ended December 31, 2025.

3. By-product metals production is treated as a credit that is reflected in AISC.

4. AISC calculations are for the operations only, and exclude non-cash share-based payments expense, and derivative settlements.

Americas' 2026 guidance incorporates the mine and development plans across the Company's operations. At the Galena Complex in Idaho, guidance includes planned growth capital expenditures of $30 - $40 million at the Crescent Mine, and planned mine development and shaft upgrades at the Galena Mine, required to incrementally increase production levels as the year progresses. The capital guidance includes further equipment additions at both the Galena Complex, and Cosalá and other growth-related expenditures. By the end of 2026, the Company expects the Galena Complex to reach substantially and sustainably higher production rates.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Consolidated Results and Developments

    Q2-20263     Q2-20254     YTD-20263     YTD-20254  
Revenue ($ M) $ 46.3   $ 27.0   $ 114.1   $ 50.5  
Silver Produced (oz)   664,971     688,663     1,451,896     1,134,870  
Copper Produced (lb)5   850,088     -     1,816,640     -  
Lead Produced (lb)   2,276,229     1,905,450     4,226,243     5,730,276  
Zinc Produced (lb)   -     1,472,805     -     8,204,857  
Antimony Produced (lb)   97,213     -     234,291     -  
Total Silver Equivalent Produced (oz)1   800,735     838,738     1,709,577     1,676,538  
Total Silver Equivalent Sold (oz)1   752,120     871,199     1,709,524     1,739,897  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 32.05   $ 26.95   $ 28.33   $ 25.64  
Cash Costs/Ag Oz Sold ($/oz)2 $ 25.68   $ 26.14   $ 24.48   $ 25.62  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 40.63   $ 32.27   $ 36.92   $ 33.47  
Net Income (Loss) ($ M)6 $ (5.0 ) $ (15.0 ) $ 5.0   $ (34.7 )
Comprehensive Income (Loss) ($ M)6 $ (3.4 ) $ (16.1 ) $ 6.5   $ (38.0 )

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on all metals production at average realized silver, copper, lead, zinc, and antimony prices during each respective period on a gross payable basis.

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, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

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

5 For fiscal 2025, copper production, grade, recovery, and sold disclosed are from EC120 pre-production from the Cosalá Operations throughout this MD&A.

6 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.

Consolidated silver production of approximately 665,000 ounces during Q2-2026 was slightly lower than Q2-2025 production due to lower production and grade at the Galena Complex related to the shut down for the Phase 2 shaft upgrades and a minor electrical fire, partially offset by higher production at the Cosalá Operations.

Revenue of $46.3 million for the three months ended June 30, 2026 was higher than revenue of $27.0 million for the three months ended June 30, 2025, as a result of the increase in realized silver prices, partially offset by lower production. The average realized silver price2 increased by 96% from Q2-2025 to Q2-2026. The average realized silver price of $67.04/oz for Q2-2026 (Q2-2025 - $34.22/oz) is largely comparable to the average London silver spot price of $73.44/oz for Q2-2026 (Q2-2025 - $33.63/oz) with the difference due to timing of concentrate sales.

The Company recorded a net loss of $5.0 million for the three months ended June 30, 2026 compared to a net loss of $15.0 million for the three months ended June 30, 2025. The decrease in net loss was primarily attributable to higher net revenue and higher gain on fair value of metals contract liabilities, offset in part by higher foreign exchange loss, higher loss on derivatives, and higher income tax expense. These variances are further discussed in the following sections.

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


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Galena Complex

    Q2-20263      Q2-2025     YTD-20263      YTD-2025  
Tonnes Milled   37,471     22,815     72,380     46,237  
Silver Grade (g/t)   336     581     361     502  
Copper Grade (%)   0.23     -     0.26     -  
Lead Grade (%)   3.64     3.59     3.22     4.10  
Antimony Grade (%)   0.15     -     0.17     -  
Silver Recovery (%)   98.8     98.6     98.6     98.4  
Copper Recovery (%)   96.7     -     97.5     -  
Lead Recovery (%)   92.2     94.0     90.8     94.0  
Antimony Recovery (%)   94.4     -     95.2     -  
Silver Produced (oz)   327,701     419,961     752,387     733,724  
Copper Produced (lb)   148,944     -     367,047     -  
Lead Produced (lb)   2,276,229     1,696,421     4,226,243     3,927,595  
Antimony Produced (lb)   97,213     -     234,291     -  
Total Silver Equivalent Produced (oz)1   400,654     465,012     892,854     842,304  
Silver Sold (oz)   298,428     434,258     687,092     746,724  
Copper Sold (lb)   143,803     -     336,862     -  
Lead Sold (lb)   2,015,671     1,779,225     3,821,211     4,037,913  
Antimony Sold (lb)   92,934     -     214,361     -  
Total Silver Equivalent Sold (oz)1   365,362     480,610     815,002     856,404  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 38.84   $ 24.72   $ 32.56   $ 25.72  
Cash Costs/Ag Oz Sold ($/oz)2 $ 35.26   $ 23.39   $ 27.83   $ 25.40  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 52.31   $ 31.83   $ 45.05   $ 34.99  

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on average realized silver, copper, lead, zinc, and antimony prices during each respective period on a gross payable basis.

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, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

During Q2-2026, the Company continued to make significant advances at the Galena Complex with the completion of Phase 2 of the No. 3 Shaft modernization program, significantly increasing hoisting capacity. The Galena Complex produced approximately 328,000 ounces of silver in Q2-2026 compared to approximately 420,000 ounces of silver in Q2-2025 partially due to the impact the Phase 2 shaft upgrades and a minor electrical fire at Galena that briefly interrupted production. The mine also produced 2.3 million pounds of lead in Q2-2026 along with 0.1 million pounds of copper and 0.1 million pounds of antimony. Lead by-product production levels may vary in the short term as mining activities focus on increasing higher silver grade, tetrahydrate ore and supporting development continues to be advanced. Cash costs per ounce of silver sold increased to $35.26/oz in Q2-2026 from $23.39/oz in Q2-2025, primarily due to decreases in silver sold and increase in contractor expenses.

Further developments of the Galena Complex are discussed in the Recent Developments and Operation Discussion section of this MD&A above.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Cosalá Operations

    Q2-2026     Q2-20253     YTD-2026     YTD-20253  
Tonnes Milled   112,283     126,412     223,265     253,058  
Silver Grade (g/t)   114     94     118     74  
Copper Grade (%)4   0.32     0.24     0.34     0.26  
Lead Grade (%)   -     0.44     -     0.83  
Zinc Grade (%)   -     1.67     -     3.01  
Silver Recovery (%)   82.2     70.5     82.6     67.1  
Copper Recovery (%)4   87.9     75.7     86.6     77.5  
Lead Recovery (%)   -     56.9     -     67.0  
Zinc Recovery (%)   -     105.5     -     84.4  
Silver Produced (oz)   337,270     268,702     699,509     401,146  
Copper Produced (lb)4   701,144     356,735     1,449,593     472,697  
Lead Produced (lb)   -     209,029     -     1,802,681  
Zinc Produced (lb)   -     1,472,805     -     8,204,857  
Total Silver Equivalent Produced (oz)1   400,081     373,726     816,723     834,234  
Silver Sold (oz)   325,915     267,547     767,138     405,301  
Copper Sold (lb)4   684,983     388,694     1,591,010     512,992  
Lead Sold (lb)   -     296,852     -     1,826,547  
Zinc Sold (lb)   -     1,917,354     -     9,388,118  
Total Silver Equivalent Sold (oz)1   386,758     390,589     894,522     883,493  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 25.63   $ 29.70   $ 24.48   $ 25.57  
Cash Costs/Ag Oz Sold ($/oz)2 $ 16.91   $ 30.61   $ 21.48   $ 26.04  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 29.94   $ 32.98   $ 29.64   $ 30.69  

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on all metals production at average realized silver, copper, lead, zinc, and antimony 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 during fiscal 2025, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements include EC120 pre-production from the Cosalá Operations.

4 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 pre-production from the Cosalá Operations.

Silver production increased in Q2-2026 by 26% to approximately 337,000 ounces of silver compared to approximately 269,000 ounces of silver in Q2-2025, primarily due to higher silver grades and recoveries offset by lower tonnages during the period. Effective January 1, 2026, commercial production was declared for EC120, which has higher silver grades and recoveries based on its mineralogy compared to the zinc-lead-silver San Rafael mine orebody. Mining has ceased at the San Rafael Main Central orebody which caused base metals production of zinc and lead to drop in YTD-2026 though continues in the higher-grade silver Upper Zone orebody.

Cash costs per silver ounce sold decreased during Q2-2026 to $16.91 per ounce from $30.61 per ounce in Q2-2025, due primarily to higher revenue from by-product credits recognized during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Results of Operations

Analysis of the three months ended June 30, 2026 vs. the three months ended June 30, 2025

The Company recorded a net loss of $5.0 million for the three months ended June 30, 2026 compared to a net loss of $15.0 million for the three months ended June 30, 2025. The decrease in net loss was primarily attributable to higher net revenue ($19.4 million) and higher gain on fair value of metals contract liabilities ($6.3 million) offset in part by higher foreign exchange loss ($4.5 million), higher loss on derivatives ($2.9 million) and increase in income tax expense ($4.7 million), each of which are described in more detail below.

Revenue increased by $19.4 million to $46.3 million for the three months ended June 30, 2026 from $26.9 million for the three months ended June 30, 2025. The increase was due to higher realized silver and base metal prices at both operations and higher production at the Cosalá Operations increasing revenue by $12.8 million in Mexico and $6.6 million in Idaho.

Gain on fair value of metals contract liabilities increased by $6.3 million to a $0.8 million gain for the three months ended June 30, 2026 from a $5.5 million loss for the three months ended June 30, 2025, mainly due to the impact of the lower gold and silver prices on metals contract liabilities in Q2-2026 compared to Q1-2026 in addition to settlements of the gold and silver obligations during the period.

Foreign exchange loss increased by $4.5 million to a $1.7 million loss for the three months ended June 30, 2026 from a gain of $2.8 million for the three months ended June 30, 2025 mainly due to material changes in CAD-USD foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company's Canadian subsidiaries. 

Other loss on derivatives increased by $2.9 million to a $2.9 million loss for the three months ended June 30, 2026 from nil for the three months ended June 30, 2025 due primarily to the decrease in the gold price during Q2-2026 impacting the valuation of the gold price protection derivative instruments entered into during Q3-2025.

Income tax expense increased by $4.7 million to a $4.8 million expense for the three months ended June 30, 2026 from a $0.1 million expense for the three months ended June 30, 2025 primarily due to provisional income and mining taxes recognized from the Cosalá Operations during the period.

Analysis of the six months ended June 30, 2026 vs. the six months ended June 30, 2025

The Company recorded a net income of $5.0 million for the six months ended June 30, 2026 compared to a net loss of $34.7 million for the six months ended June 30, 2025. The increase in net income was primarily attributable to higher net revenue ($63.7 million) and decreased loss on metals contract liabilities ($3.5 million) offset in part by higher cost of sales ($3.8 million), higher foreign exchange loss ($4.8 million), and increase in income tax expense ($11.5 million), each of which are described in more detail below.

Revenue increased by $63.7 million to $114.1 million for the six months ended June 30, 2026 from $50.5 million for the six months ended June 30, 2025. The increase was due to higher realized silver and base metal prices, and silver production at both operations: $30.3 million higher revenue at the Galena Complex, and $33.4 million higher revenue at Cosalá Operations, slightly offset by lower by-product revenue from the cessation of zinc and lead production during the period as the mill feed came from silver-copper EC120 production instead of zinc-lead-silver San Rafael Main orebody.

Cost of sales increased by $3.8 million to $48.4 million for the six months ended June 30, 2026 from $44.6 million for the six months ended June 30, 2025. The increase was primarily due to $4.5 million increase in cost of sales from the Galena Complex during the period due to higher production tonnes along with higher labour and contractor costs, and costs of materials and supplies.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Foreign exchange loss increased by $4.8 million to a $1.8 million loss for the six months ended June 30, 2026 from a gain of $3.0 million for the six months ended June 30, 2025 mainly due to material changes in CAD-USD exchange rates during the period impacting valuation of non-functional currency instruments from the Company's Canadian subsidiaries. 

Loss on fair value of metals contract liabilities decreased by $3.5 million to a $11.8 million loss for the six months ended June 30, 2026 from a $15.3 million loss for the six months ended June 30, 2025, mainly due to the impact of the decreased gold and silver prices on metals contract liabilities in Q1-2026 along with settlements of the obligations during the period.

Income tax expense increased by $11.5 million to a $11.6 million expense for the six months ended June 30, 2026 from a $0.1 million expense for the six months ended June 30, 2025 primarily due to provisional income and mining taxes recognized from the Cosalá Operations during the period.

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, 2026.

    Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
  20261     20261     20252     20252     20252     20252     20252     20242  
Revenue ($ M)3 $ 46.3   $ 67.8   $ 36.8   $ 30.6   $ 27.0   $ 23.5   $ 23.8   $ 22.3  
Net Income (Loss) ($ M)5   (5.0 )   10.0     (36.2 )   (16.5 )   (15.0 )   (19.7 )   (12.6 )   (16.1 )
Comprehensive Income (Loss) ($ M)5   (3.4 )   9.9     (34.4 )   (15.0 )   (16.1 )   (21.9 )   (7.7 )   (17.8 )
                                                 
Silver Produced (oz)   664,971     786,925     746,666     764,757     688,663     446,207     363,856     385,564  
Copper Produced (lb)4   850,088     966,552     972,948     565,707     356,735     115,962     -     -  
Lead Produced (lb)   2,276,229     1,950,014     1,250,570     2,345,180     1,905,450     3,824,826     3,370,212     4,118,739  
Zinc Produced (lb)   -     -     -     79,938     1,472,805     6,732,052     6,292,634     8,362,501  
Antimony Produced (lb)   97,213     137,078     -     -     -     -     -     -  
                                                 
Current Assets (qtr. end) ($ M) $ 127.5   $ 164.3   $ 153.7   $ 65.3   $ 83.8   $ 29.8   $ 40.7   $ 26.8  
Current Liabilities (qtr. end) ($ M) $ 78.8   $ 97.5     86.2     71.8     73.4     57.6     69.4     63.3  
Working Capital (qtr. end) ($ M) $ 48.6   $ 66.8     67.5     (6.5 )   10.4     (27.8 )   (28.7 )   (36.5 )
                                                 
Total Assets (qtr. end) ($ M) $ 432.3   $ 438.5   $ 413.0   $ 234.7   $ 244.3   $ 184.3   $ 192.6   $ 179.4  
Total Liabilities (qtr. end) ($ M)   136.3     199.9     191.4     184.5     188.0     128.9     139.2     126.3  
Total Equity (qtr. end) ($ M)   296.0     238.6     221.6     50.2     56.3     55.4     53.4     53.1  

1 Throughout this MD&A, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

2 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 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.

4 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 pre-production from the Cosalá Operations.

5 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Liquidity

The change in cash since December 31, 2025 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2025 $ 129.8  
Cash generated from operations   49.0  
Expenditures on property, plant and equipment   (63.8 )
Contributions to joint ventures   (0.1 )
Lease payments   (1.3 )
Pre-payment facility   3.0  
Credit facility   (3.6 )
Non-brokered private placements   1.9  
Proceeds from exercise of options and warrants   3.7  
Term loan facility   (1.1 )
Metals contract liabilities   (26.5 )
Royalty agreement   (0.7 )
Derivative instruments   (0.8 )
Increase in trade and other receivables   (9.5 )
Change in inventories   (4.6 )
Change in prepaid expenses   (1.1 )
Change in trade and other payables   13.5  
Change in foreign exchange rates   1.1  
Closing cash balance as at June 30, 2026 $ 88.9  

The Company's cash and cash equivalents balance decreased from $129.8 million to $88.9 million since December 31, 2025 with lower working capital $48.6 million (December 31, 2025 working capital of $67.5 million). This decrease in cash was mainly due to expenditures on property, plant and equipment, and metals contract liabilities offset by cash generated from operations, proceeds from non-brokered private placements, and exercise of options and warrants. Current liabilities as at June 30, 2026 were $78.8 million which is $7.4 million lower than at December 31, 2025, principally due to settlement of metals contract liabilities during the period.

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, Galena Complex, and Crescent mine, compliance of key financial covenants, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due. The Company obtained a waiver to a financial covenant under its senior secured debt facility with the SAF Group as at the balance sheet date. The Company's cash flow is dependent upon its ability to achieve profitable operations, comply with key financial covenants, 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, the timing of enhancements and optimization of working face development, underground ore handling rates and stope back-fill cycles, the expected increase in the Galena hoisting capacity, and the execution of other significant capital expenditures.

In past years, the Company was 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. During fiscal 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 ($50 million only drawn under the facility). The Company also successfully closed a $132 million bought deal private placement as well as non-brokered private placements of approximately $20 million during fiscal 2025 and believes it will be able to continue to raise additional financing as needed considering the current state of the precious metals capital market.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

In the medium term, the completion of the optimization of the No. 3 shaft, will allow for greater hoisting capacity of ore and waste and increased underground ore handling rates. The new Galena Complex strategy is currently being executed in line with new plans being developed, including other significant capital expenditures along with increased 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, other long-term liabilities, and derivative contracts. 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 of 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.

Disclosure of Recent Offerings and Proceeds

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
$1.9 million March 2026 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment
$132.3 million December 2025 bought deal private placement $20.0 million for cash portion of the Crescent acquisition and for working capital requirements at Crescent, Galena Complex, and administrative purposes
$1.9 million December 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment
$1.9 million September 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment

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, 2025). 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 $1.1 million per year for each of the next 5 years. Effects from market volatility and interest rates may impact long term annual funding commitments.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

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 Q2-2026 and adjusted by approximately $1.0 million as a result of increase in discount rate and unrealized gains on returns. The Company expects to continue to review the pension valuation quarterly.

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 $63.9 million during the six months ended June 30, 2026 (2025: $17.8 million). Money was predominantly spent on development work associated with the Galena Complex.

The following table sets out the Company's contractual obligations as of June 30, 2026 (in thousands of U.S. dollars):

           Less than                  Over 5  
     Total      1 year      2-3 years      4-5 years      years  
                               
Trade and other payables $ 64,310   $ 64,310   $ -   $ -   $ -  
Pre-payment facility   3,000     3,000     -     -     -  
Credit facility   4,000     4,000     -     -     -  
Interest on credit facility   91     91     -     -     -  
Term loan facility   52,393     3,989     22,473     25,931     -  
Interest and fees on term loan facility   16,704     5,628     8,787     2,289     -  
Royalty payable   2,217     2,217     -     -     -  
Other long-term liabilities   1,717     -     968     156     593  
  $ 144,432   $ 83,235   $ 32,228   $ 28,376   $ 593  

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 three and six months ended June 30, 2026.

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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Transactions with Related Parties

The Company incurred corporate general and administrative expenses of $0.1 million for the six months ended June 30, 2026 from PJH Consulting LLC ("PJH") where Paul Andre Huet is an owner. The corporate general and administrative expenses included in the consolidated statements of income and comprehensive income paid to PJH were recorded at the exchange amount representing the amount agreed to by the parties.

The Company has entered into a drilling services contract with a third-party company, dated February 10, 2026, in respect of which the spouse of Paul Huet, the CEO of the Company, holds a 33% investment interest. Neither Mr. Huet nor his spouse has any involvement in the management or operations of the third-party company. The contract, which is for a one-year term, was awarded after a competitive bidding process. Total payments for services under the contract are expected to be $2.0 million with $1.3 million incurred for the six months ended June 30, 2026.

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 27, 2026 or the Company's MD&A for the year ended December 31, 2025 dated March 30, 2026. 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, 2025, and Note 22 - Financial risk management of the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and 2025.

The Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and 2025 contain going concern disclosure

The Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and 2025 contain disclosure related to the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to raise additional capital, achieve sustainable revenues and profitable operations, and obtain the necessary financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability to carry out and implement planned business objectives and strategies will be significantly delayed, limited or may not occur. The Company's financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. There are no guarantees that access to equity and debt capital from public and private markets in Canada or the U.S. will be available to the Company.

Accounting Standards and Pronouncements

Accounting standards issued and applied

Effective January 1, 2026, the Company adopted amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments. The amendments clarify certain aspects of the classification and measurement of financial instruments, including the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. Adoption of these amendments did not have a material impact on the Company's interim financial statements.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Certain new accounting standards and amendments have been issued by the IASB but are not mandatory for the current period and have not been early adopted. These include:

- 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. This standard is currently being assessed for its impact on the Company's financial statements in the 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.

A price protection program on future precious and base metals production and commitments was completed in relation to the Term Loan Facility. The Company recognized a $5.6 million gain from settled non-hedge contracts and a $5.5 million loss from unsettled non-hedge contracts during the six-month period ended June 30, 2026. At June 30, 2026, the unsettled non-hedged contracts resulted in a net liability related to derivative instruments valued at $0.9 million.

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 of June 30, 2026, there were 338,151,614 common shares and nil preferred shares issued and outstanding.

As of August 13, 2026, there were 338,157,614 common shares and nil preferred shares issued and outstanding, and 7,196,838 options outstanding which are exercisable for common shares of the Company. The number of common shares issuable on the exercise of warrants is 4,660,800.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) and in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") as adopted by the Canadian securities regulations which are designed to provide reasonable assurance that the material information required to be disclosed relating to the Company is made known to the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") by others, particularly during the period in which annual and interim filings are prepared, and that information required to be disclosed by the Company in its annual, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules.

Management, including the CEO and CFO, concluded, as a result of the previously reported material weaknesses described in "Management's Report on Internal Control Over Financial Reporting" below, that the Company's disclosure controls and procedures were not effective as of March 31, 2026.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Management's Report on Internal Control over Financial Reporting

The Company's Management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and in NI 52-109. The Company's financial reporting process and associated internal controls, including operational controls and procedures for non-financial disclosures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with IFRS Accounting Standards as issued by the IASB.

Management, with the participation of the Company's CEO and CFO, assessed the effectiveness of the Company's ICFR as of December 31, 2025. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 Framework"). Based on that evaluation, management concluded that the Company's ICFR was not effective as of December 31, 2025 due to the material weaknesses described below. A company's ICFR cannot be considered effective if one or more material weaknesses exists.

A material weakness is a deficiency, or a combination of deficiencies (when aggregated), in ICFR, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We identified the following material weaknesses:

The Company did not design and maintain effective information technology general controls (ITGCs) in the areas of: (1) user access governance, including privileged access management and segregation of duties, (2) information technology (IT) operations, logging and monitoring, and (3) change management and production safeguards over  IT systems that support the Company's financial reporting processes. As a result, certain related process-level automated and manual controls that are dependent on the completeness and accuracy of information derived from the affected information systems were also ineffective because these controls were dependent on data processed by such systems.

The Company did not effectively design and operate process control activities for certain business processes, specifically: asset retirement obligations, income taxes, acquisition accounting, period-end financial reporting, depletion of mining interests, procure-to-pay, and contract liabilities. These controls were not sufficiently designed or did not operate effectively because the Company lacked personnel with the necessary accounting knowledge, experience and capacity throughout the fiscal period.

In 2025, the Company underwent a period of significant transformation and experienced rapid changes in its business, which led to challenges in allocating sufficient resources to support ICFR. The evolution of the business, combined with limited financial resources, meant that the Company was unable to fully staff personnel dedicated to executing internal control functions. As a result, certain controls were not consistently designed and executed for a sufficient period of time to test, were not consistently performed in a timely manner, or did not have sufficient documentation to evidence the execution of the controls. Further, the Company's risk assessment process did not identify the changes in the business as a risk that could impact its ICFR.

The material weaknesses identified above did not result in any material misstatements or material adjustments in our financial statements or disclosures, other than the revision in relation to contract liabilities. However, if not remediated, they could result in a material misstatement of the Company's accounts or disclosures that would not be prevented or detected.

Our management concluded that the consolidated financial statements present fairly, in all material respects, our financial position, financial performance, and cash flows for the periods presented in accordance with IFRS Accounting Standards as issued by the IASB.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Remediation Plan

Our management is committed to maintaining a strong internal control environment. In response to the identified material weaknesses discussed above, management plans to take comprehensive action to remediate the material weaknesses in ICFR.

Remediation plans include: (i) onboarding of additional experienced personnel to support and strengthen relevant control processes; (ii) providing ongoing training to control owners throughout the organization to reinforce the importance of roles, responsibilities, and procedures in the ICFR environment; (iii) strengthening communication channels between operational and finance functions to support the timeliness and accuracy of data provided to the financial reporting teams; and (iv) reevaluating the design and implementation of IT general controls, specifically with regard to user access management, change management, and system logging and monitoring capabilities. These activities will be implemented in 2026.

Management believes that these actions, when fully implemented, will remediate the identified material weaknesses. The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Until fully remediated, these material weaknesses could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. As the Company continues to evaluate and improve the applicable controls, management may determine to take additional measures to modify the remediation plan described above.

Changes in Internal Control Over Financial Reporting

Onboarding of additional experienced personnel to support and strengthen relevant control processes, including IT general controls, were executed with further hirings planned during Q3-2026.

Other than the material weaknesses as disclosed above and any remedial actions taken to date, there have been no changes in the Company's ICFR during the six months ended June 30, 2026 that would materially affect, or are reasonably likely to affect, the Company's ICFR.

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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

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, copper, lead, zinc and antimony prices;

 cost of sales/Ag Eq oz sold;

 cash costs/Ag oz sold;

 all-in sustaining costs/Ag oz sold;

 working capital;

 EBITDA, adjusted EBITDA, and adjusted earnings; and

 silver equivalent produced and sold (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, Copper, Lead, Zinc and Antimony Prices

The Company uses the financial measures "average realized 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, copper, lead, zinc and antimony 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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Reconciliation of Average Realized Silver, Copper, Lead, Zinc, and Antimony Prices1

    Q2-2026     Q2-2025     YTD-2026     YTD-2025  
Gross silver sales revenue ('000) $ 43,438   $ 16,115   $ 111,406   $ 28,738  
Fixed pricing adjustments ('000)   (1,585 )   27     (3,594 )   (26 )
Silver sales revenue ('000) $ 41,853   $ 16,142   $ 107,812   $ 28,712  
Divided by silver sold (oz)   624,343     471,664     1,454,230     863,301  
Average realized silver price ($/oz) $ 67.04   $ 34.22   $ 74.14   $ 33.26  
                         
    Q2-2026     Q2-2025     YTD-2026     YTD-2025  
Gross copper sales revenue ('000) $ 5,402   $ -   $ 11,779   $ -  
Fixed pricing adjustments ('000)   (420 )   -     (425 )   -  
Copper sales revenue ('000) $ 4,982   $ -   $ 11,354   $ -  
Divided by copper sold (lb)   828,786     -     1,927,872     -  
Average realized copper price ($/lb) $ 6.01   $ -   $ 5.89   $ -  
                         
    Q2-2026     Q2-2025     YTD-2026     YTD-2025  
Gross lead sales revenue ('000) $ 1,879   $ 1,852   $ 3,491   $ 5,264  
Fixed pricing adjustments ('000)   (51 )   (1 )   (51 )   (1 )
Lead sales revenue ('000) $ 1,828   $ 1,851   $ 3,440   $ 5,263  
Divided by lead sold (lb)   2,015,671     2,076,077     3,821,211     5,864,460  
Average realized lead price ($/lb) $ 0.91   $ 0.89   $ 0.90   $ 0.90  
                         
    Q2-2026     Q2-2025     YTD-2026     YTD-2025  
Gross zinc sales revenue ('000) $ -   $ 2,274   $ -   $ 11,775  
Fixed pricing adjustments ('000)   -     (3 )   -     (26 )
Zinc sales revenue ('000) $ -   $ 2,271   $ -   $ 11,749  
Divided by zinc sold (lb)   -     1,917,354     -     9,388,118  
Average realized zinc price ($/lb) $ -   $ 1.18   $ -   $ 1.25  
                         
    Q2-2026     Q2-2025     YTD-2026     YTD-2025  
Gross antimony sales revenue ('000) $ 1,030   $ -   $ 2,369   $ -  
Fixed pricing adjustments ('000)   -     -     -     -  
Antimony sales revenue ('000) $ 1,030   $ -   $ 2,369   $ -  
Divided by antimony sold (lb)   92,934     -     214,361     -  
Average realized antimony price ($/lb) $ 11.08   $ -   $ 11.05   $ -  

1  Includes Crescent pre-production silver ounces and lead pounds sold from the Galena Complex in fiscal 2026 and excludes EC120 pre-production silver ounces and copper pounds sold from the Cosalá Operations in fiscal 2025.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Cost of Sales/Ag Eq Oz Sold

The Company uses the financial measure "Cost of Sales/Ag Eq Oz Sold" 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 sold is based on all metals sold at average realized silver, copper, lead, zinc, and antimony prices during each respective period, except as otherwise noted.

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Sold

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 24,104   $ 23,479   $ 48,439   $ 44,618  
Divided by silver equivalent sold (oz)   752,120     871,199     1,709,524     1,739,897  
Cost of sales/Ag Eq oz sold ($/oz) $ 32.05   $ 26.95   $ 28.33   $ 25.64  

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

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 9,913   $ 11,600   $ 21,899   $ 22,591  
Divided by silver equivalent sold (oz)   386,758     390,589     894,522     883,493  
Cost of sales/Ag Eq oz sold ($/oz) $ 25.63   $ 29.70   $ 24.48   $ 25.57  

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

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 14,191   $ 11,879   $ 26,540   $ 22,027  
Divided by silver equivalent sold (oz)   365,362     480,610     815,002     856,404  
Cost of sales/Ag Eq oz sold ($/oz) $ 38.84   $ 24.72   $ 32.56   $ 25.72  

1 Throughout this MD&A, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

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

Cash Costs and Cash Costs/Ag Oz Sold

The Company uses the financial measures "Cash Costs" and "Cash Costs/Ag Oz Sold" in accordance with measures widely reported in the silver mining industry, as developed by the World Gold Council, 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. However, there is no assurance that the Company's reporting of these non-GAAP measures are similar to those reported by other mining companies.

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 charges and other indirect mining costs consist of adjustments to non-cash related charges to cost of sales including non-cash remuneration incurred during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Reconciliation of Consolidated Cash Costs/Ag Oz Sold

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 24,104   $ 23,479   $ 48,439   $ 44,618  
Smelting, refining and royalty expenses in cost of sales ('000)   (443 )   (504 )   (950 )   (1,572 )
Non-cash charges and other indirect mining costs ('000)   -     (1,003 )   262     (2,397 )
Direct mining costs ('000) $ 23,661   $ 21,972   $ 47,751   $ 40,649  
Smelting, refining and royalty expenses ('000)   525     1,160     6,483     4,394  
Less by-product credits ('000)   (8,152 )   (4,787 )   (18,639 )   (15,524 )
Cash costs ('000) $ 16,034   $ 18,345   $ 35,595   $ 29,519  
Divided by silver sold (oz)   624,343     701,805     1,454,230     1,152,025  
Cash costs/Ag oz sold ($/oz) $ 25.68   $ 26.14   $ 24.48   $ 25.62  

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Sold

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 9,913   $ 11,600   $ 21,899   $ 22,591  
Smelting, refining and royalty expenses in cost of sales ('000)   (213 )   (314 )   (495 )   (1,169 )
Non-cash charges and other indirect mining costs ('000)   295     (611 )   487     (1,922 )
Direct mining costs ('000) $ 9,995   $ 10,675   $ 21,891   $ 19,500  
Smelting, refining and royalty expenses ('000)   92     914     5,483     3,374  
Less by-product credits ('000)   (4,575 )   (3,400 )   (10,898 )   (12,320 )
Cash costs ('000) $ 5,512   $ 8,189   $ 16,476   $ 10,554  
Divided by silver sold (oz)   325,915     267,547     767,138     405,301  
Cash costs/Ag oz sold ($/oz) $ 16.91   $ 30.61   $ 21.48   $ 26.04  

Reconciliation of Galena Complex Cash Costs/Ag Oz Sold

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cost of sales ('000) $ 14,191   $ 11,879   $ 26,540   $ 22,027  
Smelting, refining and royalty expenses in cost of sales ('000)   (230 )   (190 )   (455 )   (403 )
Non-cash charges and other indirect mining costs ('000)   (295 )   (392 )   (225 )   (475 )
Direct mining costs ('000) $ 13,666   $ 11,297   $ 25,860   $ 21,149  
Smelting, refining and royalty expenses ('000)   433     246     1,000     1,020  
Less by-product credits ('000)   (3,577 )   (1,387 )   (7,741 )   (3,204 )
Cash costs ('000) $ 10,522   $ 10,156   $ 19,119   $ 18,965  
Divided by silver sold (oz)   298,428     434,258     687,092     746,724  
Cash costs/Ag oz sold ($/oz) $ 35.26   $ 23.39   $ 27.83   $ 25.40  

1 Throughout this MD&A, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

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


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

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

The Company uses the financial measures "All-In Sustaining Costs" and "All-In Sustaining Costs/Ag Oz Sold" in accordance with measures widely reported in the silver mining industry, as developed by the World Gold Council, 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. However, there is no assurance that the Company's reporting of these non-GAAP measures are similar to those reported by other mining companies.

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

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

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cash costs ('000) $ 16,034   $ 18,345   $ 35,595   $ 29,519  
Sustaining capital expenditures and exploration costs ('000)3 $ 9,335     4,303     18,092     9,045  
All-in sustaining costs ('000) $ 25,369   $ 22,648   $ 53,687   $ 38,564  
Divided by silver sold (oz)   624,343     701,805     1,454,230     1,152,025  
All-in sustaining costs/Ag oz sold ($/oz) $ 40.63   $ 32.27   $ 36.92   $ 33.47  

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

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cash costs ('000) $ 5,512   $ 8,189   $ 16,476   $ 10,554  
Sustaining capital expenditures and exploration costs ('000)3   4,245     636     6,260     1,885  
All-in sustaining costs ('000) $ 9,757   $ 8,825   $ 22,736   $ 12,439  
Divided by silver sold (oz)   325,915     267,547     767,138     405,301  
All-in sustaining costs/Ag oz sold ($/oz) $ 29.94   $ 32.98   $ 29.64   $ 30.69  

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

    Q2-20261     Q2-20252     YTD-20261     YTD-20252  
Cash costs ('000) $ 10,522   $ 10,156   $ 19,119   $ 18,965  
Sustaining capital expenditures and exploration costs ('000)3   5,090     3,667     11,832     7,160  
All-in sustaining costs ('000) $ 15,612   $ 13,823   $ 30,951   $ 26,125  
Divided by silver sold (oz)   298,428     434,258     687,092     746,724  
All-in sustaining costs/Ag oz sold ($/oz) $ 52.31   $ 31.83   $ 45.05   $ 34.99  

1 Throughout this MD&A, silver, lead, and silver equivalent sold, and cost per ounce measurements during fiscal 2026 include Crescent pre-production from the Galena Operations.

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

3 Capital expenditures exclude growth capital from the Galena Complex and Cosalá Operations, including capital spend on EC120.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

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

     Q2-2026      Q4-2025  
Current Assets ('000) $ 127,452   $ 153,664  
Less current liabilities ('000)   (78,831 )   (86,164 )
Working capital ('000) $ 48,621   $ 67,500  

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. Additional details regarding weighted average number of common shares outstanding are disclosed in Notes 16 to the Company’s condensed interim consolidated financial statements.

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

     Q2-2026      Q2-2025      YTD-2026      YTD-2025  
Net income (loss) ('000) $ (4,986 ) $ (15,057 ) $ 4,996   $ (34,736 )
Depletion and amortization ('000)   6,819     6,497     13,226     12,006  
Interest and financing expense ('000)   1,282     1,381     1,855     1,855  
Income tax expense ('000)   4,837     121     11,580     93  
EBITDA (loss) ('000) $ 7,952   $ (7,058 ) $ 31,657   $ (20,782 )
Accretion on decommissioning provision ('000)   149     154     293     314  
Foreign exchange loss (gain) ('000)   1,702     (2,809 )   1,779     (2,984 )
Loss (gain) on disposal of assets ('000)   -     -     41     (966 )
Loss (gain) on metals contract liabilities ('000)   (755 )   5,503     11,761     15,288  
Other loss (gain) on derivatives ('000)   2,851     -     (118 )   (709 )
Fair value loss on royalty payable ('000)   68     156     176     281  
Loss on investment in joint ventures ('000)   76     -     76     -  
Adjusted EBITDA (loss) ('000) $ 12,043   $ (4,054 ) $ 45,665   $ (9,558 )

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.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and six months ended June 30, 2026

Reconciliation of Adjusted Earnings

     Q2-2026      Q2-2025      YTD-2026      YTD-2025  
Net income (loss) ('000) $ (4,986 ) $ (15,057 ) $ 4,996   $ (34,736 )
Accretion on decommissioning provision ('000)   149     154     293     314  
Foreign exchange loss (gain) ('000)   1,702     (2,809 )   1,779     (2,984 )
Loss (gain) on disposal of assets ('000)   -     -     41     (966 )
Loss (gain) on metals contract liabilities ('000)   (755 )   5,503     11,761     15,288  
Other loss (gain) on derivatives ('000)   2,851     -     (118 )   (709 )
Fair value loss on royalty payable ('000)   68     156     176     281  
Loss on investment in joint ventures ('000)   76     -     76     -  
Adjusted earnings (loss) ('000) $ (895 ) $ (12,053 ) $ 19,004   $ (23,512 )

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 Produced and Sold

References to silver equivalent produced and sold are based on all metals produced and sold on a gross payable basis at average realized silver, copper, lead, zinc, and antimony prices during each respective period, except as otherwise noted. 



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, 2026.

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: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing as at the end of the period covered by the interim filings:

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A.

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, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 13, 2026

 

Joseph Andre Paul Huet

 
Chief Executive Officer  



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, 2026.

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: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing as at the end of the period covered by the interim filings:

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A.

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, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: August 13, 2026

 
Warren Varga  
Chief Financial Officer  


Filing Exhibits & Attachments

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