Americas Gold & Silver (USAS) swings to Q1 2026 profit on record silver output
Americas Gold and Silver reports a sharp turnaround in its Q1‑2026 interim results, posting net income of $9.98M versus a loss a year earlier, driven by record silver output and much higher prices. Revenue rose to $67.8M, up 187% year‑over‑year, on consolidated silver production of about 787,000 ounces and 909,000 silver‑equivalent ounces from the Galena Complex and Cosalá Operations.
Cash and cash equivalents were $122.4M, with total assets of $438.6M and total liabilities of $199.9M. However, the company flags material uncertainties that may cast significant doubt on its ability to continue as a going concern, citing sizeable current liabilities, reliance on metals delivery contracts, and the need to maintain covenant compliance and access to external financing.
Positive
- None.
Negative
- None.
Insights
Strong Q1 margin rebound, but balance sheet still carries notable structural risks.
Americas Gold and Silver delivered a significant operational recovery in Q1‑2026. Revenue climbed to $67.8M from $23.5M, helped by record silver production of roughly 787,000 ounces and much higher realized prices. Net income reached $9.98M, and adjusted EBITDA was $33.6M, showing much better cash generation versus the prior‑year loss.
The company closed the quarter with $122.4M in cash and working capital of $66.8M, while investing heavily: property, plant and equipment rose to $263.1M. At the same time, it carries substantial obligations, including a metals contract liability of $40.6M, silver contract liability of $41.4M, and a term loan facility of $48.7M. Fair‑value swings on these contracts drove a $12.5M loss on metals contract liabilities, partially offset by $3.0M in derivative gains.
Management explicitly notes material uncertainties that may cast significant doubt on going‑concern status, despite current covenant waivers and compliance on key debt facilities. Future performance will depend on sustaining higher silver output and prices, executing planned capital programs, and maintaining access to debt and equity markets under covenants tied to cash balances and earnings through at least the June 30, 2026 test dates.
Key Figures
Key Terms
going concern financial
metals contract liability financial
all-in sustaining costs financial
precious metals delivery and purchase agreement financial
price protection program financial
joint venture agreement financial
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 May 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, Ontario, Canada
M5H 1J8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
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: May 14, 2026 | By: | /s/Peter McRae |
| Peter McRae | ||
| Title: | Chief Legal Officer and Senior Vice President Corporate Affairs | |
INDEX TO EXHIBITS
| Exhibit | Description | |
| 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 |
| AMERICAS GOLD AND SILVER CORPORATION |
| Condensed Interim Consolidated Financial Statements |
| For the three months ended March 31, 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) |
| March 31, | December 31, | |||||
| As at | 2026 | 2025 | ||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 122,429 | $ | 129,783 | ||
| Trade and other receivables (Note 6) | 21,894 | 8,856 | ||||
| Inventories (Note 7) | 14,277 | 10,668 | ||||
| Prepaid expenses | 2,088 | 2,542 | ||||
| Derivative instruments (Note 22) | 3,638 | 1,815 | ||||
| 164,326 | 153,664 | |||||
| Non-current assets | ||||||
| Restricted cash | 4,752 | 4,716 | ||||
| Property, plant and equipment (Note 8) | 263,074 | 248,815 | ||||
| Investment in joint ventures (Note 5 and 17) | 2,843 | 2,843 | ||||
| Derivative instruments (Note 22) | 3,562 | 2,958 | ||||
| Total assets | $ | 438,557 | $ | 412,996 | ||
| Liabilities | ||||||
| Current liabilities | ||||||
| Trade and other payables | $ | 45,752 | $ | 38,819 | ||
| Metals contract liability (Note 9) | 23,801 | 21,308 | ||||
| Silver contract liability (Note 10) | 16,235 | 13,325 | ||||
| Credit facility (Note 12) | 5,704 | 7,041 | ||||
| Term loan facility (Note 13) | 3,715 | 2,918 | ||||
| Royalty payable (Note 14) | 2,315 | 2,753 | ||||
| 97,522 | 86,164 | |||||
| Non-current liabilities | ||||||
| Other long-term liabilities | 2,184 | 2,446 | ||||
| Metals contract liability (Note 9) | 16,767 | 19,718 | ||||
| Silver contract liability (Note 10) | 25,205 | 24,196 | ||||
| Credit facility (Note 12) | - | 399 | ||||
| Term loan facility (Note 13) | 44,992 | 45,312 | ||||
| Post-employment benefit obligations | 2,275 | 2,131 | ||||
| Decommissioning provision | 10,888 | 11,000 | ||||
| Deferred tax liabilities (Note 21) | 95 | 13 | ||||
| Total liabilities | $ | 199,928 | $ | 191,379 | ||
| Equity | ||||||
| Share capital (Note 15) | 820,921 | 812,582 | ||||
| Equity reserve | 63,072 | 64,322 | ||||
| Foreign currency translation reserve | 13,668 | 13,459 | ||||
| Deficit | (659,032 | ) | (668,746 | ) | ||
| Total equity | $ | 238,629 | $ | 221,617 | ||
| Total liabilities and equity | $ | 438,557 | $ | 412,996 |
Going concern (Note 2), Contingencies (Note 24)
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
| Page | 1 |
| Americas Gold and Silver Corporation Condensed interim consolidated statements of 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 | ||||||
| March 31, | March 31, | |||||
| 2026 | 2025Revised (1) | |||||
| Revenue (Note 18) | $ | 67,799 | $ | 23,547 | ||
| Cost of sales (Note 19) | (24,335 | ) | (21,139 | ) | ||
| Depletion and amortization (Note 8) | (6,407 | ) | (5,509 | ) | ||
| Care and maintenance costs | (885 | ) | (135 | ) | ||
| Corporate general and administrative (Note 20) | (6,974 | ) | (6,497 | ) | ||
| Exploration costs | (1,983 | ) | (1,280 | ) | ||
| Accretion on decommissioning provision | (144 | ) | (160 | ) | ||
| Interest and financing expense | (573 | ) | (474 | ) | ||
| Foreign exchange loss (gain) | (77 | ) | 175 | |||
| Gain (loss) on disposal of assets | (41 | ) | 966 | |||
| Loss on metals contract liabilities (Note 9 and 10) | (12,516 | ) | (9,785 | ) | ||
| Other gain on derivatives (Note 22) | 2,969 | 709 | ||||
| Fair value loss on royalty payable (Note 14) | (108 | ) | (125 | ) | ||
| Income (loss) before income taxes | 16,725 | (19,707 | ) | |||
| Income tax recovery (expense) (Note 21) | (6,743 | ) | 28 | |||
| Net income (loss) | $ | 9,982 | $ | (19,679 | ) | |
| Other comprehensive income (loss) | ||||||
| Items that will not be reclassified to net income (loss) | ||||||
| Remeasurement of post-employment benefit obligations | $ | (268 | ) | $ | (657 | ) |
| Items that may be reclassified subsequently to net income (loss) | ||||||
| Foreign currency translation reserve | 209 | (1,523 | ) | |||
| Other comprehensive loss | (59 | ) | (2,180 | ) | ||
| Comprehensive income (loss) | $ | 9,923 | $ | (21,859 | ) | |
| Income (loss) per share attributable to shareholders of the Company | ||||||
| Basic | 0.03 | (0.08 | ) | |||
| Diluted | 0.03 | (0.08 | ) | |||
| Weighted average number of common shares | ||||||
| outstanding (2) | ||||||
| Basic (Note 16) | 324,505,571 | 247,991,274 | ||||
| Diluted (Note 16) | 345,834,224 | 247,991,274 | ||||
(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.
| Page | 2 |
| Americas Gold and Silver Corporation Condensed interim consolidated statements of changes in equity For the three-month periods ended March 31, 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 | - | - | - | - | 9,982 | 9,982 | ||||||||||||
| Other comprehensive income for the period | - | - | - | 209 | (268 | ) | (59 | ) | ||||||||||
| Non-brokered private placements (Note 15) | 204 | 1,897 | - | - | - | 1,897 | ||||||||||||
| Share-based payments | - | - | 2,177 | - | - | 2,177 | ||||||||||||
| Exercise of options, warrants, and other share units | 6,305 | 6,442 | (3,427 | ) | - | - | 3,015 | |||||||||||
| Balance at March 31, 2026 | 326,928 | $ | 820,921 | $ | 63,072 | $ | 13,668 | $ | (659,032 | ) | $ | 238,629 | ||||||
| Balance at January 1, 2025Revised (1) | 237,780 | $ | 573,532 | $ | 56,521 | $ | 14,426 | $ | (582,341 | ) | 62,138 | |||||||
| Net loss for the periodRevised (1) | - | - | - | - | (19,679 | ) | (19,679 | ) | ||||||||||
| Other comprehensive loss for the period | - | - | - | (1,523 | ) | (657 | ) | (2,180 | ) | |||||||||
| Non-brokered private placements (Note 15) | 2,870 | 2,996 | 571 | - | - | 3,567 | ||||||||||||
| Common shares issued (Note 15) | 1,162 | 1,378 | - | - | - | 1,378 | ||||||||||||
| Conversion of convertible debenture (Note 11) | 12,923 | 11,526 | (484 | ) | - | - | 11,042 | |||||||||||
| Share-based payments | - | - | 3,396 | - | - | 3,396 | ||||||||||||
| Exercise of options, warrants and deferred share units | 4,902 | 4,619 | (934 | ) | - | - | 3,685 | |||||||||||
| Balance at March 31, 2025 | 259,637 | $ | 594,051 | $ | 59,070 | $ | 12,903 | $ | (602,677 | ) | $ | 63,347 | ||||||
(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.
| Page | 3 |
| Americas Gold and Silver Corporation Condensed interim consolidated statements of cash flows For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unaudited) |
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Cash flow generated from (used in) | ||||||
| Operating activities | ||||||
| Net income (loss) for the period | $ | 9,982 | $ | (19,679 | ) | |
| Adjustments for the following items: | ||||||
| Depletion and amortization | 6,407 | 5,509 | ||||
| Income tax expense | 6,743 | (28 | ) | |||
| Accretion on decommissioning provision | 144 | 160 | ||||
| Share-based payments | 2,177 | 3,396 | ||||
| Provision on other long-term liabilities | (7 | ) | 17 | |||
| Interest and financing expense | 503 | 150 | ||||
| Net charges on post-employment benefit obligations | (124 | ) | (52 | ) | ||
| Inventory write-downs | 295 | 727 | ||||
| Loss (gain) on disposal of assets | 41 | (966 | ) | |||
| Loss on metals contract liabilities | 12,516 | 9,785 | ||||
| Other gain on derivatives | (2,969 | ) | (709 | ) | ||
| Fair value loss on royalty payable | 108 | 125 | ||||
| Changes in non-cash working capital items: | ||||||
| Trade and other receivables | (13,038 | ) | (3,157 | ) | ||
| Inventories | (856 | ) | 1,674 | |||
| Prepaid expenses | 454 | 393 | ||||
| Trade and other payables | (452 | ) | (4,376 | ) | ||
| Net cash generated from (used in) operating activities | 21,924 | (7,031 | ) | |||
| Investing activities | ||||||
| Expenditures on property, plant and equipment | (22,809 | ) | (7,558 | ) | ||
| Proceeds from disposal of assets | - | 997 | ||||
| Net cash used in investing activities | (22,809 | ) | (6,561 | ) | ||
| Financing activities | ||||||
| Net movements in pre-payment facility | - | 500 | ||||
| Repayment of credit facility | (1,800 | ) | - | |||
| Lease payments | (570 | ) | (160 | ) | ||
| Non-brokered private placements, net | 1,897 | 3,567 | ||||
| Metals contract liability | (8,983 | ) | (3,719 | ) | ||
| Royalty agreement | (546 | ) | - | |||
| Derivative instruments | 317 | - | ||||
| Proceeds from exercise of options and warrants | 3,015 | 3,685 | ||||
| Net cash generated from (used in) financing activities | (6,670 | ) | 3,873 | |||
| Effect of foreign exchange rate changes on cash | 201 | (1,532 | ) | |||
| Decrease in cash and cash equivalents | (7,354 | ) | (11,251 | ) | ||
| Cash and cash equivalents, beginning of period | 129,783 | 20,002 | ||||
| Cash and cash equivalents, end of period | $ | 122,429 | $ | 8,751 | ||
| Interest paid during the period | $ | 1,553 | $ | 545 |
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
| Page | 4 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 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 months ended March 31, 2026 were approved and authorized for issue by the Board of Directors of the Company on May 14, 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 three-month period ended March 31, 2026, the Company reported net income of $10.0 million, including realized and unrealized losses on metals contract liabilities of $12.5 million, reflective of current and forward metal prices, net cash used in financing activities of $6.7 million, and had outstanding current liabilities of $97.5 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 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.
| Page | 5 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 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. For 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:
| Page | 6 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 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
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Trade receivables | $ | 19,474 | $ | 5,197 | ||
| Value added taxes receivable | 38 | 394 | ||||
| Other receivables | 2,382 | 3,265 | ||||
| $ | 21,894 | $ | 8,856 |
7. Inventories
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Concentrates | $ | 2,047 | $ | 635 | ||
| Ore stockpiles | 5,844 | 3,582 | ||||
| Spare parts and supplies | 6,386 | 6,451 | ||||
| $ | 14,277 | $ | 10,668 |
The amount of inventories recognized in cost of sales was $24.3 million during the three-month period ended March 31, 2026 (2025: $21.1 million), including concentrates, and ore stockpiles write-down to net realizable value of $0.3 million during the three-month period ended March 31, 2026 (2025: $0.7 million).
| Page | 7 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 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 | 13,339 | - | 9,422 | 1,202 | 7 | 23,970 | ||||||||||||
| Change in decommissioning provision | (256 | ) | - | - | - | - | (256 | ) | ||||||||||
| Reclassification | (3,048 | ) | - | - | - | - | (3,048 | ) | ||||||||||
| Balance at March 31, 2026 | $ | 360,298 | $ | 12,469 | $ | 161,646 | $ | 16,578 | $ | 552 | $ | 551,543 | ||||||
| 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 | (3,387 | ) | - | (2,272 | ) | (748 | ) | - | (6,407 | ) | ||||||||
| Balance at March 31, 2026 | $ | (161,266 | ) | $ | - | $ | (114,468 | ) | $ | (12,498 | ) | $ | (237 | ) | $ | (288,469 | ) | |
| Carrying value | ||||||||||||||||||
| at December 31, 2025 | $ | 192,384 | $ | 12,469 | $ | 40,028 | $ | 3,626 | $ | 308 | $ | 248,815 | ||||||
| at March 31, 2026 | $ | 199,032 | $ | 12,469 | $ | 47,178 | $ | 4,080 | $ | 315 | $ | 263,074 |
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. 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. No impairment or impairment reversal were identified for the three-month period ended March 31, 2026 for each of the Company's cash-generating units, including non-producing properties and properties placed under care and maintenance.
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 $15.9 million and $3.9 million, respectively, as at March 31, 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 March 31, 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. in October 2025, for the construction and development of the Relief Canyon Mine. The Company initially recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue though subsequently amended its treatment and recognized the fixed deliveries of precious metals as a financial liability measured at fair value through profit or loss.
| Page | 8 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
The Purchase Agreement was further amended in 2023 and 2024 by which the Company received advances to pay its gold obligations with a final amendment on December 19, 2024, whereby the Company will deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company shall have the right for Sandstorm to subscribe common shares of the Company for proceeds up to a maximum of $1.9 million per calendar quarter to satisfy the gold delivery obligations under the Purchase Agreement.
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%):
| Three-month | Year | |||||
| period ended | ended | |||||
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Net metals liability, beginning of periodRevised(1) | $ | 41,026 | $ | 35,804 | ||
| Delivery of metals purchased | (5,682 | ) | (18,233 | ) | ||
| Revaluation of metals liability | 5,224 | 23,455 | ||||
| Net metals liability, end of period | $ | 40,568 | $ | 41,026 | ||
| Current portion | $ | 23,801 | $ | 21,308 | ||
| Non-current portion | 16,767 | 19,718 | ||||
| $ | 40,568 | $ | 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 $0.5 million in loss on metals contract liabilities was revised during the three-month period ended March 31, 2025.
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"). As part of the Silver Agreement, outstanding indebtedness of $1.4 million from Mr. Eric Sprott related to the original joint venture agreement will be used to offset the metals contract liability commencing with the initial monthly delivery in January 2026.
The fixed deliveries are recognized as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries will be satisfied through external purchase of silver. A $7.2 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the three-month period ended March 31, 2026 (2025: $2.2 million).
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%):
| Page | 9 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
| Three-month | Year | |||||
| period ended | ended | |||||
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Net silver liability, beginning of periodRevised(1) | 37,521 | $ | 14,568 | |||
| Delivery of metals purchased | (3,301 | ) | - | |||
| Revaluation of metals liability | 7,220 | 22,953 | ||||
| Net silver liability, end of period | $ | 41,440 | $ | 37,521 | ||
| Current portion | $ | 16,235 | $ | 13,325 | ||
| Non-current portion | 25,205 | 24,196 | ||||
| $ | 41,440 | $ | 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 $0.3 million in loss on metals contract liabilities was revised during the three-month period ended March 31, 2025.
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 amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period. The Company also entered into an offtake agreement with Trafigura for all the copper concentrates produced from EC120 where Trafigura will pay for the concentrates at the prevailing market prices for silver and copper, less customary treatment, refining and penalty charges. 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 June 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 the minimum cash balance covenant when it will be next tested as at June 30, 2026 interim reporting date.
| Page | 10 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
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 $1.8 million for the three-month period ended March 31, 2026 of which $0.3 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.
On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value being representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates.
15. Share capital
During the three-month period ended March 31, 2026, the Company closed non-brokered private placements for total 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.
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 settled $3.0 million of transaction-related payables from the 2024 acquisition of non-controlling interests through issuance of 2,329,870 of the Company's common shares.
| Page | 11 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
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 have been issued to date.
b. Stock option plan
The number of shares reserved for issuance under the Company's stock option plan is limited to 10% of the number of common shares which are issued and outstanding on the date of a particular grant of options. Under the plan, the Board of Directors determines the term of a stock option to a maximum of 10 years, the period of time during which the options may vest and become exercisable as well as the option exercise price which shall not be less than the closing price of the Company's share on the Toronto Stock Exchange on the date immediately preceding the date of grant. The Compensation Committee determines and makes recommendations to the Board of Directors as to the recipients of, and nature and size of, share-based compensation awards in compliance with applicable securities law, stock exchange and other regulatory requirements.
A summary of changes in the Company's outstanding stock options is presented below:
| Three-month | Year | |||||||||||
| period ended | ended | |||||||||||
| March 31, | 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 | (372 | ) | 1.07 | (2,631 | ) | 1.72 | ||||||
| Expired | - | - | (1,591 | ) | 2.61 | |||||||
| Balance, end of period | 7,390 | $ | 1.34 | 7,762 | $ | 1.33 |
The following table summarizes information on stock options outstanding and exercisable as at March 31, 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 | 0.74 | 777 | $ | 0.78 | 777 | $ | 0.78 | ||||||||
| $1.01 to $2.00 | 2.83 | 6,443 | 1.38 | 2,860 | 1.38 | ||||||||||
| $2.01 to $3.00 | 2.61 | 130 | 2.29 | 50 | 2.25 | ||||||||||
| $3.01 to $4.00 | 4.39 | 40 | 3.43 | - | - | ||||||||||
| 7,390 | $ | 1.34 | 3,687 | $ | 1.26 |
| Page | 12 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
c. Share-based payments
The weighted average fair value at grant date of the Company's stock options granted during the three-month period ended March 31, 2026 was nil (2025: $0.58).
The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions:
| Three-month | Three-month | |||||
| period ended | period ended | |||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Expected stock price volatility (1) | - | 70% | ||||
| Risk free interest rate | - | 2.94% | ||||
| Expected life | - | 5 years | ||||
| Expected forfeiture rate | - | 3.20% | ||||
| Expected dividend yield | - | 0% | ||||
| Share-based payments included in cost of sales | $ | - | $ | - | ||
| Share-based payments included in general and administrative expenses | 231 | 512 | ||||
| Total share-based payments | $ | 231 | $ | 512 |
(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 March 31, 2026 are as follows:
| Number of | Exercise | Issuance | Expiry | ||||||
| warrants | price (CAD) | date | date | ||||||
| 400,000 | 1.38 | Jun 2023 | Jun 21, 2026 | ||||||
| 3,042,800 | 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 | ||||||
| 5,086,800 |
e. Restricted share units:
The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company's discretion. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at March 31, 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 March 31, 2026, 7,376,603 (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.
| Page | 13 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
f. Performance share units:
The Company has a Performance Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of performance share units settled in common shares at the Company's discretion. Performance share units are fair valued on the date of grant with the fair value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. The fair value of performance share units is determined using a Monte Carlo simulation approach. This approach uses random numbers, together with various market assumptions to generate potential future outcomes for share prices using Geometric Brownian Motion which is an industry standard method for simulating the expected future path of share prices.
The Company granted 1,140,730 performance share units to certain employees on August 19, 2025 which vest over 3 years and are subject to certain key performance indicators. The following assumptions were used to estimate fair value on grant date:
| Number of performance share units granted | 1,140,730 | ||
| Average fair value per unit | $ | 2.64 | |
| Share price | $ | 2.22 | |
| Risk free interest rate | 3.42% | ||
| Expected life | 3 years | ||
| Expected volatility | 71% | ||
| Expected dividends | 0% | ||
| Average index share price | $ | 43.74 | |
| Average correlation coefficient | 0.54 |
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 to director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at March 31, 2026, 2,636,220 (December 31, 2025: 3,213,599) deferred share units are issued and outstanding.
16. Weighted average basic and diluted number of common shares outstanding
| Three-month | Three-month | |||||
| period ended | period ended | |||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Basic weighted average number of shares | 324,505,571 | 247,991,274 | ||||
| Effect of dilutive equity instruments | 21,328,653 | - | ||||
| Diluted weighted average number of shares | 345,834,224 | 247,991,274 |
Diluted weighted average number of common shares for the three-month period ended March 31, 2026 excludes nil anti-dilutive preferred shares (2025: nil), nil anti-dilutive stock options (2025: 10,116,666) and nil anti-dilutive warrants (2025: 10,657,640).
| Page | 14 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
17. Establishment of 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. US Antimony will contribute its knowledge and technical expertise in constructing and operating antimony processing facilities and will provide the joint venture with access to its extensive antimony marketing network including the United States Government.
18. Revenue
The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2026 and 2025:
| Three-month | Three-month | |||||
| period ended | period ended | |||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Silver | ||||||
| Sales revenue | $ | 67,968 | $ | 12,623 | ||
| Derivative pricing adjustments | (388 | ) | 985 | |||
| 67,580 | 13,608 | |||||
| Copper | ||||||
| Sales revenue | $ | 6,377 | $ | - | ||
| Derivative pricing adjustments | 243 | - | ||||
| 6,620 | - | |||||
| Lead | ||||||
| Sales revenue | $ | 1,612 | $ | 3,412 | ||
| Derivative pricing adjustments | (114 | ) | (56 | ) | ||
| 1,498 | 3,356 | |||||
| Zinc | ||||||
| Sales revenue | $ | - | $ | 9,501 | ||
| Derivative pricing adjustments | - | 80 | ||||
| - | 9,581 | |||||
| Antimony | ||||||
| Sales revenue | $ | 1,339 | $ | - | ||
| Derivative pricing adjustments | 9 | - | ||||
| 1,348 | - | |||||
| Other by-products | ||||||
| Sales revenue | $ | 2,419 | $ | 253 | ||
| Derivative pricing adjustments | (25 | ) | 53 | |||
| 2,394 | 306 | |||||
| Total sales revenue | $ | 79,715 | $ | 25,789 | ||
| Total derivative pricing adjustments | (275 | ) | 1,062 | |||
| Gross revenue | $ | 79,440 | $ | 26,851 | ||
| Proceeds before intended use | - | 2,321 | ||||
| Service revenue | 296 | - | ||||
| Treatment and selling costs | (11,937 | ) | (5,625 | ) | ||
| $ | 67,799 | $ | 23,547 |
| Page | 15 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
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 ended March 31, 2025 represents revenue earned from EC120 prior to declaration of commercial production.
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 periods ended March 31, 2026 and 2025:
| Three-month | Three-month | |||||
| period ended | period ended | |||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Salaries and employee benefits | $ | 8,538 | $ | 7,383 | ||
| Raw materials and consumables | 8,370 | 7,090 | ||||
| Utilities | 1,063 | 1,038 | ||||
| Transportation costs | 507 | 1,068 | ||||
| Contract services and other costs | 6,156 | 734 | ||||
| Costs before intended use | - | 1,425 | ||||
| Service costs | 262 | - | ||||
| Changes in inventories | (856 | ) | 1,674 | |||
| Inventory write-downs (Note 7) | 295 | 727 | ||||
| $ | 24,335 | $ | 21,139 |
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 periods ended March 31, 2026 and 2025:
| Three-month | Three-month | |||||
| period ended | period ended | |||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Salaries and employee benefits | $ | 2,015 | $ | 1,148 | ||
| Directors' fees | 400 | 1,881 | ||||
| Share-based payments | 1,732 | 1,676 | ||||
| Professional fees | 1,820 | 976 | ||||
| Office and general | 1,007 | 816 | ||||
| $ | 6,974 | $ | 6,497 |
| Page | 16 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
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 three-month period ended March 31, 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:
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Property, plant and equipment | $ | 130 | $ | 130 | ||
| Other | 480 | 400 | ||||
| Total deferred tax liabilities | 610 | 530 | ||||
| Provisions and reserves | (515 | ) | (517 | ) | ||
| Net deferred tax liabilities | $ | 95 | $ | 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 March 31, 2026, the Company's exposure to credit risk with respect to trade receivables amounts to $19.5 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 March 31, 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:
| Page | 17 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
| March 31, 2026 | |||||||||||||||
| Less than | Over 5 | ||||||||||||||
| Total | 1 year | 2-3 years | 4-5 years | years | |||||||||||
| Trade and other payables | $ | 45,752 | $ | 45,752 | $ | - | $ | - | $ | - | |||||
| Credit facility | 5,800 | 5,800 | - | - | - | ||||||||||
| Interest on credit facility | 200 | 200 | - | - | - | ||||||||||
| Term loan facility | 53,191 | 3,191 | 20,745 | 29,255 | - | ||||||||||
| Interest and fees on term loan facility | 18,297 | 5,723 | 9,409 | 3,165 | - | ||||||||||
| Royalty payable | 2,315 | 2,315 | - | - | - | ||||||||||
| Metals contract liability | 40,568 | 23,801 | 16,767 | - | - | ||||||||||
| Silver contract liability | 41,440 | 16,235 | 25,205 | - | - | ||||||||||
| Other long-term liabilities | 2,184 | - | 1,401 | 229 | 554 | ||||||||||
| $ | 209,747 | $ | 103,017 | $ | 73,527 | $ | 32,649 | $ | 554 | ||||||
Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:
| March 31, 2026 | |||||||||||||||
| Less than | Over 5 | ||||||||||||||
| Total | 1 year | 2-3 years | 4-5 years | years | |||||||||||
| Trade and other payables | $ | 2,812 | $ | 2,812 | $ | - | $ | - | $ | - | |||||
| Other long-term liabilities | 1,630 | - | 1,401 | 229 | - | ||||||||||
| $ | 4,442 | $ | 2,812 | $ | 1,401 | $ | 229 | $ | - | ||||||
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:
| Three-month | Year | |||||
| period ended | ended | |||||
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Lease liabilities, beginning of period | $ | 3,516 | $ | 1,655 | ||
| Additions | 1,202 | 2,922 | ||||
| Lease principal payments | (498 | ) | (1,021 | ) | ||
| Lease interest payments | (72 | ) | (229 | ) | ||
| Accretion on lease liabilities | 72 | 189 | ||||
| Lease liabilities, end of period | $ | 4,220 | $ | 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 plus 6% per annum from the Term Loan Facility. Interest rates of other financial instruments are fixed.
| Page | 18 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
(2) Currency risk
As at March 31, 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 March 31, 2026 | ||||||
| CAD | MXN | |||||
| Cash and cash equivalents | $ | 737 | $ | 925 | ||
| Trade and other receivables | 1,229 | 873 | ||||
| Trade and other payables | 3,260 | 17,446 | ||||
As at March 31, 2026, the CAD/USD and MXN/USD exchange rates were 1.39 and 18.07, respectively. The sensitivity of the Company's net income and other comprehensive income due to changes in the exchange rates for the three-month period ended March 31, 2026 is included in the following table:
| CAD/USD | MXN/USD | |||||
| Exchange rate | Exchange rate | |||||
| +/- 10% | +/- 10% | |||||
| Approximate impact on: | ||||||
| Net income | $ | 728 | $ | 1,943 | ||
| Other comprehensive income | 8 | (29 | ) |
The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.
As at March 31, 2026 and December 31, 2025, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the three-month periods ended March 31, 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 March 31, 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 $1.9 million (December 31, 2025: $0.5 million). The Company also has precious metals contract liabilities which fluctuate from changes in commodity prices. A ±10% fluctuation in gold and silver prices would affect total metals contract liability and silver contract liability by approximately $4.0 million and $4.1 million, respectively (December 31, 2025: $4.1 million and $3.8 million, respectively).
A price protection program on future precious and base metals production and commitments was completed in July 2025 in relation to the Term Loan Facility. The following were the non-hedge contracts entered:
- Silver put options for 60,000 ounces per month from July 2025 to June 2026 at a strike price of $29 per ounce valued at total cost of $0.3 million at inception.
- Gold forward options to buy 1,275 ounces every three months from September 2025 to June 2026 at prices between $3,375 and $3,541 per ounce.
- Gold call options to buy 1,259 to 1,275 ounces every three months from September 2026 to December 2027 at a strike price of $3,500 per ounce valued at total cost of $3.4 million at inception.
| Page | 19 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
- Zinc forward options to sell approximately 200,000 pounds per month from August 2025 to December 2025 at $1.27 per pound.
- Lead forward options to sell approximately 500,000 pounds per month from August 2025 to January 2026 at $0.91 per pound.
- 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 $0.4 million gain from settled non-hedge contracts and a $2.5 million gain from unsettled non-hedge contracts during the three-month period ended March 31, 2026. At March 31, 2026, the unsettled non-hedged contracts resulted in a net asset of derivative instruments valued at $7.2 million (December 31, 2025: $4.8 million).
Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the three-month period ended March 31, 2026 was $3.0 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 three-month period ended March 31, 2026 was $3.0 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.
- 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.
- 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.
| Page | 20 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
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).
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Level 2 | ||||||
| Trade and other receivables | $ | 21,894 | $ | 8,856 | ||
| Derivative instruments - assets | 7,200 | 4,773 | ||||
| Level 3 | ||||||
| Metals contract liability | 40,568 | 41,026 | ||||
| Silver contract liability | 41,440 | 37,521 | ||||
| Royalty payable | 2,315 | 2,753 | ||||
| Amortized cost | ||||||
| Cash and cash equivalents | 122,429 | 129,783 | ||||
| Restricted cash | 4,752 | 4,716 | ||||
| Credit facility | 5,704 | 7,440 | ||||
| Term loan facility | 48,707 | 48,230 |
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 periods ended March 31, 2026 and 2025 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2026 and December 31, 2025, and for the three-month periods ended March 31, 2026 and 2025. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.
| Page | 21 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
| As at March 31, 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 | $ | 5,576 | $ | 4,051 | $ | 70 | $ | 112,732 | $ | 122,429 | $ | 7,029 | $ | 1,990 | $ | 204 | $ | 120,560 | $ | 129,783 | ||||||||||
| Trade and other receivables | 5,839 | 14,825 | - | 1,230 | 21,894 | 6,513 | 1,370 | - | 973 | 8,856 | ||||||||||||||||||||
| Inventories | 10,646 | 3,528 | 103 | - | 14,277 | 8,052 | 2,513 | 103 | - | 10,668 | ||||||||||||||||||||
| Prepaid expenses | 487 | 640 | 417 | 544 | 2,088 | 734 | 1,043 | 235 | 530 | 2,542 | ||||||||||||||||||||
| Derivative instruments | - | - | - | 7,200 | 7,200 | - | - | - | 4,773 | 4,773 | ||||||||||||||||||||
| Restricted cash | 152 | 53 | 4,547 | - | 4,752 | 153 | 53 | 4,510 | - | 4,716 | ||||||||||||||||||||
| Investment in Joint Ventures | - | 2,843 | - | - | 2,843 | - | 2,843 | - | - | 2,843 | ||||||||||||||||||||
| Property, plant and equipment | 58,204 | 183,714 | 19,866 | 1,290 | 263,074 | 61,449 | 165,587 | 20,420 | 1,359 | 248,815 | ||||||||||||||||||||
| Total assets | $ | 80,904 | $ | 209,654 | $ | 25,003 | $ | 122,996 | $ | 438,557 | $ | 83,930 | $ | 175,399 | $ | 25,472 | $ | 128,195 | $ | 412,996 | ||||||||||
| Trade and other payables | $ | 18,635 | $ | 18,044 | $ | 4,555 | $ | 4,518 | $ | 45,752 | $ | 14,289 | $ | 9,450 | $ | 3,894 | $ | 11,186 | $ | 38,819 | ||||||||||
| Credit facility | 5,704 | - | - | - | 5,704 | 7,440 | - | - | - | 7,440 | ||||||||||||||||||||
| Term loan facility | - | - | - | 48,707 | 48,707 | - | - | - | 48,230 | 48,230 | ||||||||||||||||||||
| Other long-term liabilities | 531 | 839 | - | 814 | 2,184 | 673 | 884 | - | 889 | 2,446 | ||||||||||||||||||||
| Metals contract liability | - | - | - | 40,568 | 40,568 | - | - | - | 41,026 | 41,026 | ||||||||||||||||||||
| Silver contract liability | - | - | - | 41,440 | 41,440 | - | - | - | 37,521 | 37,521 | ||||||||||||||||||||
| Royalty payable | - | - | - | 2,315 | 2,315 | - | - | - | 2,753 | 2,753 | ||||||||||||||||||||
| Post-employment benefit obligations | - | 2,275 | - | - | 2,275 | - | 2,131 | - | - | 2,131 | ||||||||||||||||||||
| Decommissioning provision | 2,692 | 4,137 | 4,059 | - | 10,888 | 2,770 | 4,173 | 4,057 | - | 11,000 | ||||||||||||||||||||
| Deferred tax liabilities | 95 | - | - | - | 95 | 13 | - | - | - | 13 | ||||||||||||||||||||
| Total liabilities | $ | 27,657 | $ | 25,295 | $ | 8,614 | $ | 138,362 | $ | 199,928 | $ | 25,185 | $ | 16,638 | $ | 7,951 | $ | 141,605 | $ | 191,379 | ||||||||||
| Three-month period ended March 31, 2026 | Three-month period ended March 31, 2025 | |||||||||||||||||||||||||||||
| Cosalá Operations |
Galena Complex |
Relief Canyon |
Corporate and Other |
Total | Cosalá Operations |
Galena Complex |
Relief Canyon |
Corporate and Other |
Total | |||||||||||||||||||||
| Revenue | $ | 32,448 | $ | 35,351 | $ | - | $ | - | $ | 67,799 | $ | 11,816 | $ | 11,731 | $ | - | $ | - | $ | 23,547 | ||||||||||
| Cost of sales | (11,986 | ) | (12,349 | ) | - | - | (24,335 | ) | (10,991 | ) | (10,148 | ) | - | - | (21,139 | ) | ||||||||||||||
| Depletion and amortization | (3,483 | ) | (2,342 | ) | (514 | ) | (68 | ) | (6,407 | ) | (1,594 | ) | (3,008 | ) | (854 | ) | (53 | ) | (5,509 | ) | ||||||||||
| Care and maintenance costs | - | (127 | ) | (758 | ) | - | (885 | ) | - | (114 | ) | (21 | ) | - | (135 | ) | ||||||||||||||
| Corporate general and administrative | - | - | - | (6,974 | ) | (6,974 | ) | - | - | - | (6,497 | ) | (6,497 | ) | ||||||||||||||||
| Exploration costs | (888 | ) | (1,071 | ) | (24 | ) | - | (1,983 | ) | (820 | ) | (429 | ) | (31 | ) | - | (1,280 | ) | ||||||||||||
| Accretion on decommissioning provision | (57 | ) | (45 | ) | (42 | ) | - | (144 | ) | (55 | ) | (60 | ) | (45 | ) | - | (160 | ) | ||||||||||||
| Interest and financing income (expense) | (253 | ) | (50 | ) | 40 | (310 | ) | (573 | ) | (70 | ) | (112 | ) | 43 | (335 | ) | (474 | ) | ||||||||||||
| Foreign exchange gain (loss) | 150 | (4 | ) | - | (223 | ) | (77 | ) | 155 | - | - | 20 | 175 | |||||||||||||||||
| Gain (loss) on disposal of assets | - | (41 | ) | - | - | (41 | ) | - | - | 966 | - | 966 | ||||||||||||||||||
| Loss on metals contract liability | - | - | - | (12,516 | ) | (12,516 | ) | - | - | - | (9,785 | ) | (9,785 | ) | ||||||||||||||||
| Other gain on derivatives | - | - | - | 2,969 | 2,969 | - | - | - | 709 | 709 | ||||||||||||||||||||
| Fair value loss on royalty payable | - | - | - | (108 | ) | (108 | ) | - | - | - | (125 | ) | (125 | ) | ||||||||||||||||
| Income (loss) before income taxes | 15,931 | 19,322 | (1,298 | ) | (17,230 | ) | 16,725 | (1,559 | ) | (2,140 | ) | 58 | (16,066 | ) | (19,707 | ) | ||||||||||||||
| Income tax recovery (expense) | (6,554 | ) | (189 | ) | - | - | (6,743 | ) | 28 | - | - | - | 28 | |||||||||||||||||
| Net income (loss) for the period | $ | 9,377 | $ | 19,133 | $ | (1,298 | ) | $ | (17,230 | ) | $ | 9,982 | $ | (1,531 | ) | $ | (2,140 | ) | $ | 58 | $ | (16,066 | ) | $ | (19,679 | ) | ||||
c. Major customers
For the three-month period ended March 31, 2026, the Company sold concentrates and finished goods to two major customers accounting for 100% of consolidated revenue with 48% from Cosalá Operations and 52% from Galena Complex (2025: two major customers accounting for 90% of consolidated revenue with 40% from Cosalá Operations and 50% from Galena Complex).
24. Contingencies
Due to the size, complexity and nature of the Company's operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated.
| Page | 22 |
| Americas Gold and Silver Corporation Notes to the condensed interim consolidated financial statements For the three-month periods ended March 31, 2026 and 2025 (In thousands of U.S. dollars, unless otherwise stated, unaudited) |
In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.9 million (MXN 196.8 million), of which $4.7 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.2 million (MXN 94.6 million) of their original reassessment. The remaining $5.7 million (MXN 102.2 million) consists of $4.7 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 $4.7 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 March 31, 2026, the accrued liability of the probable obligation from the ongoing appeal was $1.1 million (December 31, 2025: $1.1 million).
| Page | 23 |
| AMERICAS GOLD AND SILVER CORPORATION |
| MANAGEMENT'S DISCUSSION AND ANALYSIS |
| FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
| DATED MAY 14, 2026 |
Americas Gold and Silver Corporation
Management's Discussion and Analysis
Table of Contents
| Forward-Looking Statements | 1 |
| Management's Discussion and Analysis | 3 |
| Overview | 3 |
| Recent Developments and Operational Discussion | 5 |
| Results of Operations | 11 |
| Summary of Quarterly Results | 12 |
| Liquidity | 12 |
| Capital Resources | 15 |
| Off-Balance Sheet Arrangements | 15 |
| Transactions with Related Parties | 15 |
| Risk Factors | 16 |
| Accounting Standards and Pronouncements | 16 |
| Financial Instruments | 17 |
| Capital Structure | 17 |
| Controls and Procedures | 17 |
| Technical Information | 19 |
| Non-GAAP and Other Financial Measures | 20 |
Unless otherwise indicated, in this Management's Discussion and Analysis all references to "dollar" or the use of the symbol "$" are to the United States of America dollar and all references to "C$" are to the Canadian dollar. Additionally, percentage changes in this Management's Discussion and Analysis are based on dollar amounts before rounding.
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 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; 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; and 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.
| 1 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the related assumptions may change. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.
| 2 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 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 months ended March 31, 2026, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 14, 2026 and should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and the notes thereto for the three months ended March 31, 2026 and 2025. The unaudited condensed interim consolidated financial statements for the three months ended March 31, 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 March 31, 2026 ("Q1-2026") compared to the three months ended March 31, 2025 ("Q1-2025") 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 acquisition of 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, 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 the recapitalization in December 2024 and the Crescent mine acquisition. The Company also signed a joint venture agreement in February 2026 with United States Antimony to construct and operate an antimony processing facility in Idaho’s Silver Valley.
| 3 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 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"), after declaring commercial production in January 2026 and December 2017, respectively. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects. These properties are located in close proximity to the Los Braceros processing plant. The Company also owns a 100% interest in the San Felipe development project in Sonora, Mexico.
In Nevada, USA, the Company has the 100%-owned, Relief Canyon 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, 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.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Recent Developments and Operational Discussion
Q1-2026 Highlights
- Record quarterly silver production and sales as the impact of operational improvements and efficiencies continued at the Galena Complex in Idaho while the Cosalá Operations declared commercial production of the high-grade EC120.
- Consolidated silver production of approximately 787,000 ounces was realized during the quarter (a 76% increase compared to Q1-2025), or approximately 909,000 silver equivalent1 ounces, including 1.9 million pounds of lead, 1.0 million pounds of copper, and 137,000 pounds of antimony.
- The Galena Complex produced approximately 425,000 ounces of silver (a 35% increase compared to Q1-2025) due to increased tonnage during the period.
- Silver production at the Cosalá Operations increased by 173% to approximately 362,000 ounces of silver in Q1-2026.
- Significant safety milestones achieved by both the Galena Complex and Cosalá operating teams reaching one full year without a single lost time accident on March 11, 2026, and April 14, 2026, respectively.
- Increase in consolidated revenue due to higher silver production and higher realized prices. Consolidated revenue, including by-product revenue, increased to $67.8 million for Q1-2026 or 187% compared to $23.5 million for Q1-2025, despite lower zinc and lead production.
- During the quarter the Company declared commercial production of EC120 at the Cosalá Operations which has predominantly higher-grade silver and copper compared to the silver-zinc-lead San Rafael mine.
- Signed joint venture agreement in February 2026 with United States 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.
- Released consolidated 2026 production and cost guidance of 3.2 to 3.6 million ounces of silver at an average all-in sustaining costs1 per ounce sold (“AISC”) of $30 to $35. Consolidated total capital expenditures are targeted to be between $90 to $120 million (including $30 to $40 million at the Crescent mine), and consolidated exploration capital is targeted to be between $15 to $20 million.
- Cash and cash equivalents balance of $122.4 million and working capital1 of $66.8 million as at March 31, 2026.
- Cost of sales per silver equivalent ounce sold1, cash costs1 and all-in sustaining costs1 per silver ounce sold averaged $25.42, $23.57 and $34.12, respectively, in Q1-2026.
- Net income of $10.0 million for Q1-2026 (net loss of $19.7 million for Q1-2025) primarily attributable to higher net revenue, and higher gain on derivatives, offset in part by higher cost of sales, impact of higher forward gold and silver prices on the Company’s metals contract liabilities, and higher income tax expense.
- Adjusted earnings1 for Q1-2026 was $19.9 million (adjusted loss for Q1-2025 was $11.5 million) and Adjusted EBITDA1 for Q1-2026 was $33.6 million (adjusted EBITDA loss for Q1-2025 was $5.5 million) primarily due to higher net revenue from increased silver production and realized prices during the period.
Metal Prices
Precious metals prices initially increased and then stabilized during Q1-2026 as investors adjusted capital flows and allocations in response to structural silver supply deficits, increasing industrial demand, the monetary and fiscal policy plans of the U.S. administration, the US-Iran conflict, and international trade tariff discussions, among other macroeconomic events. The market price of silver increased by 164% year-over-year to an average price of $84.39/oz in Q1-2026 compared to an average price of $31.91/oz in Q1-2025. The copper market price increased by 38% year-over-year to an average price of $5.83/lb in Q1-2026 compared to an average price of $4.24/lb in Q1-2025. Lead was comparable at an average price of $0.88/lb in Q1-2026 compared to an average price of $0.89/lb in Q1-2025. The Company is dependent on both precious and base metal prices for profitability and liquidity.
1 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 Q1-2026, the Company continued to make significant progress at the Galena Complex and remained on track with its operational growth plan in: underground development and long-hole stoping; upgrading the underground fleet; advancing the shaft upgrade; and mine modernization, and communication.
Development activities advanced steadily supported by improved efficiencies in muck handling. A key contributor to these improvements was the successful extraction of an eighth long‑hole panel at the Galena 49‑360 stope. Remote mucking operations demonstrated a significant increase in productivity, with approximately 200 tonnes moved per shift compared to approximately 50 tonnes per shift using traditional underhand and overhand mining methods. The long‑hole panel was successful in achieving planned widths. Three additional long‑hole stopes are currently in development and are scheduled for mining in Q2 and Q3 of 2026.
The 55-179 decline advanced toward the 55-198 and 55-165 stopes to support continued production in Q1-2026. The strategic location of this ramp provides access to multiple stopes reducing development costs by enabling multiple mining fronts from a single access point. Of these, three stopes are planned to be mined using long-hole methods, representing a notable milestone given that no long-hole stopes were in operation at the end of 2024.
Replacement of a portion of the mine's legacy underground fleet in 2026 is going well with operational efficiencies beginning to materialize in early 2026. Two remote-capable Komatsu WX-04 loaders are now actively supporting the long-hole mining campaign. In addition, two 300-tonne ore bins were upsized to accommodate the new haul trucks, and new chutes were installed on the 5,500-level, with commissioning expected in Q2-2026.
Installation of a new fibre-optic and leaky-feeder communication system is underway in the No. 3 Shaft and across the 5,500-level. The first segment, extending to the 4,500-level, will provide the Galena Complex with its first underground internet connectivity. Completion of the system is expected in Q3-2026 and will support enhanced communication, automation of fans, pumps, and equipment, and overall improvements in underground operational control.
Components for Phase Two of the No. 3 Shaft upgrades arrived on site in mid-March 2026, with brake and Lilly upgrades completed at the end of April, on schedule and on budget. This phase of improvements is expected to increase hoisting speeds in end zones, allowing for more efficient skipping of ore and waste material. Replacement of the Coeur hoist motor in Q4-2025 was completed successfully, enhancing operational redundancy and supporting a second means of egress.
Several areas of the mine continue to demonstrate favourable economics due to higher silver prices and are being reintegrated into the 2026 and future mine plans. An internal study is underway to evaluate the potential for remnant mining in the 55-072, 46-136, 52-034, 43-149, and 55-179VR areas. Additional drilling is required to further refine geological models, and two additional muckers have been deployed to support these initiatives.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Cosalá Operations
Operations in Q1-2026 achieved production of approximately 362,000 ounces of silver extracted primarily from EC120 within the Oeste Superior 2, Oeste Superior 4, and Este 3 areas. Of the total Q1-2026 production, approximately 79% was generated from Zone 120, 15% from the San Rafael Mine, and 6% from the El Cajón Mine. Despite achieving a stable mill throughput in Q1-2026, silver head grade was slightly impacted by mining cycles within the high-grade stopes in the Upper 4 zone and El Cajón as they transitioned into development cycles, though the El Cajon ore feed is expected to increase throughout the year. The Company expects to actively manage metallurgy of its multiple ore feeds to optimize silver recovery in 2026.
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.
Crescent is a past-producing underground mine which has produced over 25 million ounces of silver at an average grade of 891 g/t between 1917 and 1981. The mine is located approximately 4 miles southeast of Kellogg, Idaho, and consists of 10 acres of surface rights and 15 acres of patented claims and mineral rights over 64 patented claims. The mineralized material at Crescent is tetrahedrite, which is identical to the Galena Ag-Cu-Sb material and ideally suited for Galena and Coeur mills. The property hosts 3.8 million ounces of historical measured and indicated resource, as well as an historical inferred resource of 19.1 million ounces. The Company intends to mine Crescent using a combination of cut and fill and long hole stoping mining, similar to the successful optimization of neighbouring Galena currently underway.
The total consideration for the acquisition consisted of $20 million in cash and approximately 11.1 million common shares of the Company. To fund the cash portion, the Company completed a concurrent equity financing for gross proceeds of $132.3 million through a bought deal private placement of approximately 33.1 million of the Company's common shares, the excess of which will fund working capital requirements at Crescent, Galena Complex, and administrative purposes.
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. Infill drilling also began late in Q1-2026 and is expected to continue throughout the year.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 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 United States Antimony (“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.
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 its operations. At the Galena Complex in Idaho, guidance includes planned growth capital expenditures of $30 - $40 million at the Crescent Mine and planned mine development and shaft upgrades at the Galena Mine, required to incrementally increase production levels as the year progresses. The capital guidance includes further equipment additions at both the Galena Complex, and Cosalá and other growth-related expenditures. By the end of 2026, the Company expects the Galena Complex to reach substantially and sustainably higher production rates.
Consolidated Results and Developments
| Q1-2026 | Q1-20253 | |||||
| Revenue ($ M) | $ | 67.8 | $ | 23.5 | ||
| Silver Produced (oz) | 786,925 | 446,207 | ||||
| Copper Produced (lb)4 | 966,552 | 115,962 | ||||
| Lead Produced (lb) | 1,950,014 | 3,824,826 | ||||
| Zinc Produced (lb) | - | 6,732,052 | ||||
| Antimony Produced (lb) | 137,078 | - | ||||
| Total Silver Equivalent Produced (oz)1 | 908,842 | 837,800 | ||||
| Total Silver Equivalent Sold (oz)1 | 957,404 | 868,698 | ||||
| Cost of Sales/Ag Eq Oz Sold ($/oz)2 | $ | 25.42 | $ | 24.33 | ||
| Cash Costs/Ag Oz Sold ($/oz)2 | $ | 23.57 | $ | 24.82 | ||
| All-In Sustaining Costs/Ag Oz Sold ($/oz)2 | $ | 34.12 | $ | 35.35 | ||
| Net Income (Loss) ($ M)5 | $ | 10.0 | $ | (19.7 | ) | |
| Comprehensive Income (Loss) ($ M)5 | $ | 9.9 | $ | (21.9 | ) |
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, 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.
4 For fiscal 2025, copper production, grade, recovery, and sold disclosed are from EC120 pre-production from the Cosalá Operations throughout this MD&A.
5 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.
Consolidated silver production of approximately 787,000 ounces during Q1-2026 was higher than Q1-2025 production of approximately 446,000 ounces due to higher tonnage at the Galena Complex and higher grades at the Cosalá Operations. During the quarter, the Company monetized a portion of the copper and antimony production at the Galena Complex and declared commercial production at the silver-copper EC120 mine at the Cosalá Operations.
Revenue of $67.8 million for the three months ended March 31, 2026 was higher than revenue of $23.5 million for the three months ended March 31, 2025, resulting from increased silver production during the period and the increase in realized silver prices. The average realized silver price2 increased by 148% from Q1-2025 to Q1-2026. The average realized silver price of $79.48/oz for Q1-2026 (Q1-2025 - $32.10/oz) is largely comparable to the average London silver spot price of $84.39/oz for Q1-2026 (Q1-2025 - $31.91/oz) with the difference due to timing of concentrate sales.
2 These are supplementary or non-GAAP financial measures or ratios. See "Non-GAAP and Other Financial Measures" section for further information.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
The Company recorded net income of $10.0 million for the three months ended March 31, 2026 compared to a net loss of $19.7 million for the three months ended March 31, 2025. The increase in net income was primarily attributable to higher net revenue, and higher gains on derivatives, offset in part by higher cost of sales, the impact of higher forward gold and silver prices on the Company’s metals contract liabilities, and higher income tax expense. These variances are further discussed in the following sections.
Galena Complex
| Q1-2026 | Q1-2025 | |||||
| Tonnes Milled | 34,909 | 23,422 | ||||
| Silver Grade (g/t) | 384 | 424 | ||||
| Copper Grade (%) | 0.29 | - | ||||
| Lead Grade (%) | 2.84 | 4.60 | ||||
| Antimony Grade (%) | 0.19 | - | ||||
| Silver Recovery (%) | 98.5 | 98.2 | ||||
| Copper Recovery (%) | 98.1 | - | ||||
| Lead Recovery (%) | 89.1 | 93.9 | ||||
| Antimony Recovery (%) | 95.8 | - | ||||
| Silver Produced (oz) | 424,686 | 313,763 | ||||
| Copper Produced (lb) | 218,103 | - | ||||
| Lead Produced (lb) | 1,950,014 | 2,231,174 | ||||
| Antimony Produced (lb) | 137,078 | - | ||||
| Total Silver Equivalent Produced (oz)1 | 492,200 | 377,292 | ||||
| Silver Sold (oz) | 388,664 | 312,466 | ||||
| Copper Sold (lb) | 193,059 | - | ||||
| Lead Sold (lb) | 1,805,540 | 2,258,688 | ||||
| Antimony Sold (lb) | 121,427 | - | ||||
| Total Silver Equivalent Sold (oz)1 | 449,640 | 375,794 | ||||
| Cost of Sales/Ag Eq Oz Sold ($/oz)2 | $ | 27.46 | $ | 27.00 | ||
| Cash Costs/Ag Oz Sold ($/oz)2 | $ | 22.12 | $ | 28.19 | ||
| All-In Sustaining Costs/Ag Oz Sold ($/oz)2 | $ | 39.47 | $ | 39.37 |
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.
During Q1-2026, the Company continued to make significant advances at the Galena Complex and is on-track with its operational growth plan. The Galena Complex produced approximately 425,000 ounces of silver in Q1-2026 compared to approximately 314,000 ounces of silver in Q1-2025 (a 35% increase in silver production) primarily due to higher tonnage offset by slightly lower grades during the period. The mine also produced 1.9 million pounds of lead in Q1-2026 along with 0.2 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 decreased to $22.12/oz in Q1-2026 from $28.19/oz in Q1-2025, primarily due to increases in silver sold and higher by-product credits during the period.
Further developments of the Galena Complex are discussed in the Recent Developments and Operation Discussion section of this MD&A above.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Cosalá Operations
| Q1-2026 | Q1-20253 | |||||
| Tonnes Milled | 110,982 | 126,646 | ||||
| Silver Grade (g/t) | 122 | 53 | ||||
| Copper Grade (%)4 | 0.36 | 0.35 | ||||
| Lead Grade (%) | - | 0.97 | ||||
| Zinc Grade (%) | - | 3.48 | ||||
| Silver Recovery (%) | 82.9 | 61.0 | ||||
| Copper Recovery (%)4 | 85.5 | 79.6 | ||||
| Lead Recovery (%) | - | 68.6 | ||||
| Zinc Recovery (%) | - | 80.8 | ||||
| Silver Produced (oz) | 362,239 | 132,444 | ||||
| Copper Produced (lb)4 | 748,449 | 115,962 | ||||
| Lead Produced (lb) | - | 1,593,652 | ||||
| Zinc Produced (lb) | - | 6,732,052 | ||||
| Total Silver Equivalent Produced (oz)1 | 416,642 | 460,508 | ||||
| Silver Sold (oz) | 441,223 | 137,754 | ||||
| Copper Sold (lb)4 | 906,027 | 124,298 | ||||
| Lead Sold (lb) | - | 1,529,695 | ||||
| Zinc Sold (lb) | - | 7,470,764 | ||||
| Total Silver Equivalent Sold (oz)1 | 507,764 | 492,904 | ||||
| Cost of Sales/Ag Eq Oz Sold ($/oz)2 | $ | 23.61 | $ | 22.30 | ||
| Cash Costs/Ag Oz Sold ($/oz)2 | $ | 24.85 | $ | 17.17 | ||
| All-In Sustaining Costs/Ag Oz Sold ($/oz)2 | $ | 29.42 | $ | 26.24 |
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, 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.
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 Q1-2026 by 174% to approximately 362,000 ounces of silver compared to approximately 132,000 ounces of silver in Q1-2025, primarily due to higher grades and silver recoveries offset by lower tonnages during the period. Effective January 1, 2026, commercial production was declared for EC120, which has higher silver grades and silver 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 Q1-2026. Silver sold was over 20% greater than silver produced due to the timing of shipments in late December and early January.
Cash costs per silver ounce sold increased during Q1-2026 to $24.85 per ounce from $17.17 per ounce in Q1-2025, due primarily to the cessation of zinc and lead production resulting in lower by-product credits during the period.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Results of Operations
Analysis of the three months ended March 31, 2026 vs. the three months ended March 31, 2025
The Company recorded a net profit of $10.0 million for the three months ended March 31, 2026 compared to a net loss of $19.7 million for the three months ended March 31, 2025. The increase in net income was primarily attributable to higher net revenue ($44.3 million) and higher gains on derivatives ($2.3 million), offset in part by higher cost of sales ($3.2 million), increase in current and forward gold and silver prices on the Company’s metals contract liabilities ($2.7 million), and increase in income tax expense ($6.8 million), each of which are described in more detail below.
Revenue increased by $44.3 million to $67.8 million for the three months ended March 31, 2026 from $23.5 million for the three months ended March 31, 2025. The increase was due to comparatively $23.6 million higher revenue at the Galena Complex from higher silver production and realized prices during the period. Revenue at the Cosalá Operations increased by $20.6 million during the period mainly due to higher silver production and realized prices during the period 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 $3.2 million to $24.3 million for the three months ended March 31, 2026 from $21.1 million for the three months ended March 31, 2025. The increase was primarily due to $2.2 million and $1.0 million increases in cost of sales from the Galena Complex and Cosalá Operations, respectively, during the period due to higher production tonnes along with higher labour and contractor costs, and costs of materials and supplies.
Loss on fair value of metals contract liabilities increased by $2.7 million to a $12.5 million loss for the three months ended March 31, 2026 from a $9.8 million loss for the three months ended March 31, 2025, mainly due to the impact of the increased gold and silver forward prices on metals contract liabilities during the period relative to 2025 year end.
Other gain on derivatives increased $2.3 million to $3.0 million gain for the three months ended March 31, 2026 from a $0.7 million gain for the three months ended March 31, 2025 due to primarily gold price protection derivative instruments entered into during Q3-2025.
Income tax expense increased by $6.8 million to a $6.7 million expense for the three months ended March 31, 2026 from a $0.1 million recovery for the three months ended March 31, 2025 primarily due to provisional income and mining taxes recognized from the Cosalá Operations during the period.
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| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
Summary of Quarterly Results
The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with March 31, 2026.
| Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | |||||||||||||||||
| 2026 | 20251 | 20251 | 20251 | 20251 | 20241 | 20241 | 20241 | |||||||||||||||||
| Revenue ($ M)2 | $ | 67.8 | $ | 36.8 | $ | 30.6 | $ | 27.0 | $ | 23.5 | $ | 23.8 | $ | 22.3 | $ | 33.2 | ||||||||
| Net Income (Loss) ($ M)4 | 10.0 | (36.2 | ) | (16.5 | ) | (15.0 | ) | (19.7 | ) | (12.6 | ) | (16.1 | ) | (4.0 | ) | |||||||||
| Comprehensive Income (Loss) ($ M)4 | 9.9 | (34.4 | ) | (15.0 | ) | (16.1 | ) | (21.9 | ) | (7.7 | ) | (17.8 | ) | (2.7 | ) | |||||||||
| Silver Produced (oz) | 786,925 | 746,666 | 764,757 | 688,663 | 446,207 | 363,856 | 385,564 | 505,932 | ||||||||||||||||
| Copper Produced (lb)3 | 966,552 | 972,948 | 565,707 | 356,735 | 115,962 | - | - | - | ||||||||||||||||
| Lead Produced (lb) | 1,950,014 | 1,250,570 | 2,345,180 | 1,905,450 | 3,824,826 | 3,370,212 | 4,118,739 | 4,393,575 | ||||||||||||||||
| Zinc Produced (lb) | - | - | 79,938 | 1,472,805 | 6,732,052 | 6,292,634 | 8,362,501 | 8,868,263 | ||||||||||||||||
| Antimony Produced (lb) | 137,078 | - | - | - | - | - | - | - | ||||||||||||||||
| Current Assets (qtr. end) ($ M) | $ | 164.3 | $ | 153.7 | $ | 65.3 | $ | 83.8 | $ | 29.8 | $ | 40.7 | $ | 26.8 | $ | 26.4 | ||||||||
| Current Liabilities (qtr. end) ($ M) | $ | 97.5 | 86.2 | 71.8 | 73.4 | 57.6 | 69.4 | 63.3 | 65.2 | |||||||||||||||
| Working Capital (qtr. end) ($ M) | $ | 66.8 | 67.5 | (6.5 | ) | 10.4 | (27.8 | ) | (28.7 | ) | (36.5 | ) | (38.8 | ) | ||||||||||
| Total Assets (qtr. end) ($ M) | $ | 438.5 | $ | 413.0 | $ | 234.7 | $ | 244.3 | $ | 184.3 | $ | 192.6 | $ | 179.4 | $ | 180.3 | ||||||||
| Total Liabilities (qtr. end) ($ M) | 199.9 | 191.4 | 184.5 | 188.0 | 128.9 | 139.2 | 126.3 | 113.0 | ||||||||||||||||
| Total Equity (qtr. end) ($ M) | 238.6 | 221.6 | 50.2 | 56.3 | 55.4 | 53.4 | 53.1 | 67.3 |
1 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.
2 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.
3 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 pre-production from the Cosalá Operations.
4 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.
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 | 35.8 | ||
| Expenditures on property, plant and equipment | (22.8 | ) | |
| Lease payments | (0.6 | ) | |
| Credit facility | (1.8 | ) | |
| Non-brokered private placements | 1.9 | ||
| Proceeds from exercise of options and warrants | 3.0 | ||
| Metals contract liabilities | (9.0 | ) | |
| Royalty agreement | (0.5 | ) | |
| Derivative instruments | 0.3 | ||
| Increase in trade and other receivables | (13.0 | ) | |
| Change in inventories | (0.9 | ) | |
| Change in prepaid expenses | 0.5 | ||
| Change in trade and other payables | (0.5 | ) | |
| Change in foreign exchange rates | 0.2 | ||
| Closing cash balance as at March 31, 2026 | $ | 122.4 |
| 12 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
The Company's cash and cash equivalents balance decreased from $129.8 million to $122.4 million since December 31, 2025 with slightly lower working capital $66.8 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. These outflows were offset by proceeds from non-brokered private placements, and exercise of options and warrants. Current liabilities as at March 31, 2026 were $97.5 million which is $11.3 million higher than at December 31, 2025, principally due to increased balances in metals contract liabilities and trade and other payables offset by decreased balance in credit facility.
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 funds affiliated with 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. 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.
In the medium term, as the optimization of the No. 3 shaft, which is expected to be completed in first half of 2026, is expected to allow allowing for greater hoisting capacity of ore and waste and increased underground ore handling rates. The new Galena Complex strategy is expected to be executed in 2026 in line with new plans being developed and executed, including other significant capital expenditures along with positive metal prices, the Company believes that cash flow will be sufficient to fund ongoing operations.
The Company's financial instruments consist of cash, trade receivables, restricted cash, trade and other payables, 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.
| 13 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 and general working capital purposes |
| $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 and general working capital purposes |
| $1.9 million September 2025 non-brokered private placements of common shares | For precious metals delivery commitments per agreement amendment and general working capital purposes |
| $1.6 million June 2025 non-brokered private placements of common shares | For precious metals delivery commitments per agreement amendment and general working capital purposes |
| $11.5 million May 2025 non-brokered private placements of common shares | For working capital requirements at the Galena Complex and for general working capital and administrative purposes |
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.
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 Q1-2026 and adjusted by approximately $0.3 million as a result of increase in discount rate and unrealized losses on returns. The Company expects to continue to review the pension valuation quarterly.
| 14 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 $22.8 million during the three months ended March 31, 2026 (2025: $7.6 million). Money was mostly spent on development work associated with the Galena Complex.
The following table sets out the Company's contractual obligations as of March 31, 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 | $ | 45,752 | $ | 45,752 | $ | - | $ | - | $ | - | |||||
| Credit facility | 5,800 | 5,800 | - | - | - | ||||||||||
| Interest on credit facility | 200 | 200 | - | - | - | ||||||||||
| Term loan facility | 53,191 | 3,191 | 20,745 | 29,255 | - | ||||||||||
| Interest and fees on term loan facility | 18,297 | 5,723 | 9,409 | 3,165 | - | ||||||||||
| Royalty payable | 2,315 | 2,315 | - | - | - | ||||||||||
| Metals contract liability | 40,568 | 23,801 | 16,767 | - | - | ||||||||||
| Silver contract liability | 41,440 | 16,235 | 25,205 | - | - | ||||||||||
| Other long-term liabilities | 2,184 | - | 1,401 | 229 | 554 | ||||||||||
| $ | 209,747 | $ | 103,017 | $ | 73,527 | $ | 32,649 | $ | 554 |
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 months ended March 31, 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.
3 - Amount for projected pension contributions over 5 years represent the forecasted contribution remaining for the 6th year.
Off-Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
Transactions with Related Parties
The Company incurred corporate general and administrative expenses of $0.1 million for the three months ended March 31, 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.
| 15 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 $0.1 million incurred for the three months ended March 31, 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 months ended March 31, 2026 and 2025.
The Company's condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 contain going concern disclosure
The Company's condensed interim consolidated financial statements for the three months ended March 31, 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.
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:
| 16 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively. 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 $0.4 million gain from settled non-hedge contracts and a $2.5 million gain from unsettled non-hedge contracts during the three-month period ended March 31, 2026. At March 31, 2026, the unsettled non-hedged contracts resulted in a net asset related to derivative instruments valued at $7.2 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 March 31, 2026, there were 326,928,559 common shares and nil preferred shares issued and outstanding.
As of May 14, 2026, there were 326,933,559 common shares and nil preferred shares issued and outstanding, and 7,385,338 options outstanding which are exercisable for common shares of the Company. The number of common shares issuable on the exercise of warrants is 5,086,800. The [increase] in the common shares between March 31, 2026 and May 14, 2026 is primarily related to the exercise of the Company’s outstanding options.
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.
Management's Report on Internal Control over Financial Reporting
The Company’s Management is responsible for establishing and maintaining adequate internal control cover 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.
| 17 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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.
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.
| 18 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 Q2-2026.
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 three months ended March 31, 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.
| 19 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 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.
| 20 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
| Reconciliation of Average Realized Silver, Copper, Lead, Zinc, and Antimony Prices1 | ||||||
| Q1-2026 | Q1-2025 | |||||
| Gross silver sales revenue ('000) | $ | 67,968 | $ | 12,623 | ||
| Fixed pricing adjustments ('000) | (2,009 | ) | (53 | ) | ||
| Silver sales revenue ('000) | $ | 65,959 | $ | 12,570 | ||
| Divided by silver sold (oz) | 829,887 | 391,637 | ||||
| Average realized silver price ($/oz) | $ | 79.48 | $ | 32.10 | ||
| Q1-2026 | Q1-2025 | |||||
| Gross copper sales revenue ('000) | $ | 6,377 | $ | - | ||
| Fixed pricing adjustments ('000) | (5 | ) | - | |||
| Copper sales revenue ('000) | $ | 6,372 | $ | - | ||
| Divided by copper sold (lb) | 1,099,086 | - | ||||
| Average realized copper price ($/lb) | $ | 5.80 | $ | - | ||
| Q1-2026 | Q1-2025 | |||||
| Gross lead sales revenue ('000) | $ | 1,612 | $ | 3,412 | ||
| Fixed pricing adjustments ('000) | - | - | ||||
| Lead sales revenue ('000) | $ | 1,612 | $ | 3,412 | ||
| Divided by lead sold (lb) | 1,805,540 | 3,788,383 | ||||
| Average realized lead price ($/lb) | $ | 0.89 | $ | 0.90 | ||
| Q1-2026 | Q1-2025 | |||||
| Gross zinc sales revenue ('000) | $ | - | $ | 9,501 | ||
| Fixed pricing adjustments ('000) | - | (23 | ) | |||
| Zinc sales revenue ('000) | $ | - | $ | 9,478 | ||
| Divided by zinc sold (lb) | - | 7,470,764 | ||||
| Average realized zinc price ($/lb) | $ | - | $ | 1.27 | ||
| Q1-2026 | Q1-2025 | |||||
| Gross antimony sales revenue ('000) | $ | 1,339 | $ | - | ||
| Fixed pricing adjustments ('000) | - | - | ||||
| Antimony sales revenue ('000) | $ | 1,339 | $ | - | ||
| Divided by antimony sold (lb) | 121,427 | - | ||||
| Average realized antimony price ($/lb) | $ | 11.03 | $ | - |
1 Excludes EC120 pre-production silver ounces and copper pounds sold from the Cosalá Operations in fiscal 2025.
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.
| 21 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
| Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Sold | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cost of sales ('000) | $ | 24,335 | $ | 21,139 | ||
| Divided by silver equivalent sold (oz) | 957,404 | 868,698 | ||||
| Cost of sales/Ag Eq oz sold ($/oz) | $ | 25.42 | $ | 24.33 |
| Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Sold | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cost of sales ('000) | $ | 11,986 | $ | 10,991 | ||
| Divided by silver equivalent sold (oz) | 507,764 | 492,904 | ||||
| Cost of sales/Ag Eq oz sold ($/oz) | $ | 23.61 | $ | 22.30 |
| Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Sold | ||||||
| Q1-2026 | Q1-2025 | |||||
| Cost of sales ('000) | $ | 12,349 | $ | 10,148 | ||
| Divided by silver equivalent sold (oz) | 449,640 | 375,794 | ||||
| Cost of sales/Ag Eq oz sold ($/oz) | $ | 27.46 | $ | 27.00 |
1 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.
| 22 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
| Reconciliation of Consolidated Cash Costs/Ag Oz Sold | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cost of sales ('000) | $ | 24,335 | $ | 21,139 | ||
| Smelting, refining and royalty expenses in cost of sales ('000) | (507 | ) | (1,068 | ) | ||
| Non-cash charges and other indirect mining costs ('000) | 262 | (1,394 | ) | |||
| Direct mining costs ('000) | $ | 24,090 | $ | 18,677 | ||
| Smelting, refining and royalty expenses ('000) | 5,958 | 3,234 | ||||
| Less by-product credits ('000) | (10,487 | ) | (10,737 | ) | ||
| Cash costs ('000) | $ | 19,561 | $ | 11,174 | ||
| Divided by silver sold (oz) | 829,887 | 450,220 | ||||
| Cash costs/Ag oz sold ($/oz) | $ | 23.57 | $ | 24.82 |
| Reconciliation of Cosalá Operations Cash Costs/Ag Oz Sold | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cost of sales ('000) | $ | 11,986 | $ | 10,991 | ||
| Smelting, refining and royalty expenses in cost of sales ('000) | (282 | ) | (855 | ) | ||
| Non-cash charges and other indirect mining costs ('000) | 192 | (1,311 | ) | |||
| Direct mining costs ('000) | $ | 11,896 | $ | 8,825 | ||
| Smelting, refining and royalty expenses ('000) | 5,391 | 2,460 | ||||
| Less by-product credits ('000) | (6,323 | ) | (8,920 | ) | ||
| Cash costs ('000) | $ | 10,964 | $ | 2,365 | ||
| Divided by silver sold (oz) | 441,223 | 137,754 | ||||
| Cash costs/Ag oz sold ($/oz) | $ | 24.85 | $ | 17.17 |
| Reconciliation of Galena Complex Cash Costs/Ag Oz Sold | ||||||
| Q1-2026 | Q1-2025 | |||||
| Cost of sales ('000) | $ | 12,349 | $ | 10,148 | ||
| Smelting, refining and royalty expenses in cost of sales ('000) | (225 | ) | (213 | ) | ||
| Non-cash charges and other indirect mining costs ('000) | 70 | (83 | ) | |||
| Direct mining costs ('000) | $ | 12,194 | $ | 9,852 | ||
| Smelting, refining and royalty expenses ('000) | 567 | 774 | ||||
| Less by-product credits ('000) | (4,164 | ) | (1,817 | ) | ||
| Cash costs ('000) | $ | 8,597 | $ | 8,809 | ||
| Divided by silver sold (oz) | 388,664 | 312,466 | ||||
| Cash costs/Ag oz sold ($/oz) | $ | 22.12 | $ | 28.19 |
1 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.
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.
| 23 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
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 | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cash costs ('000) | $ | 19,561 | $ | 11,174 | ||
| Sustaining capital expenditures and exploration costs ('000)2 | 8,757 | 4,742 | ||||
| All-in sustaining costs ('000) | $ | 28,318 | $ | 15,916 | ||
| Divided by silver sold (oz) | 829,887 | 450,220 | ||||
| All-in sustaining costs/Ag oz sold ($/oz) | $ | 34.12 | $ | 35.35 |
| Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Sold | ||||||
| Q1-2026 | Q1-20251 | |||||
| Cash costs ('000) | $ | 10,964 | $ | 2,365 | ||
| Sustaining capital expenditures and exploration costs ('000)2 | 2,015 | 1,249 | ||||
| All-in sustaining costs ('000) | $ | 12,979 | $ | 3,614 | ||
| Divided by silver sold (oz) | 441,223 | 137,754 | ||||
| All-in sustaining costs/Ag oz sold ($/oz) | $ | 29.42 | $ | 26.24 |
| Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Sold | ||||||
| Q1-2026 | Q1-2025 | |||||
| Cash costs ('000) | $ | 8,597 | $ | 8,809 | ||
| Sustaining capital expenditures and exploration costs ('000)2 | 6,742 | 3,493 | ||||
| All-in sustaining costs ('000) | $ | 15,339 | $ | 12,302 | ||
| Divided by silver sold (oz) | 388,664 | 312,466 | ||||
| All-in sustaining costs/Ag oz sold ($/oz) | $ | 39.47 | $ | 39.37 |
1 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.
2 Capital expenditures exclude growth capital from the Galena Complex and Cosalá Operations, including capital spend on EC120.
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.
| 24 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
| Reconciliation of Working Capital | ||||||
| Q1-2026 | Q4-2025 | |||||
| Current Assets ('000) | $ | 164,326 | $ | 153,664 | ||
| Less current liabilities ('000) | (97,522 | ) | (86,164 | ) | ||
| Working capital ('000) | $ | 66,804 | $ | 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.
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 | ||||||
| Q1-2026 | Q1-2025 | |||||
| Net income (loss) ('000) | $ | 9,982 | $ | (19,679 | ) | |
| Depletion and amortization ('000) | 6,407 | 5,509 | ||||
| Interest and financing expense ('000) | 573 | 474 | ||||
| Income tax expense (recovery) ('000) | 6,743 | (28 | ) | |||
| EBITDA (loss) ('000) | $ | 23,705 | $ | (13,724 | ) | |
| Accretion on decommissioning provision ('000) | 144 | 160 | ||||
| Foreign exchange loss (gain) ('000) | 77 | (175 | ) | |||
| Loss (gain) on disposal of assets ('000) | 41 | (966 | ) | |||
| Loss on metals contract liabilities ('000) | 12,516 | 9,785 | ||||
| Other gain on derivatives ('000) | (2,969 | ) | (709 | ) | ||
| Fair value loss on royalty payable ('000) | 108 | 125 | ||||
| Adjusted EBITDA (loss) ('000) | $ | 33,622 | $ | (5,504 | ) |
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.
| 25 | Page |
| Americas Gold and Silver Corporation Management’s Discussion & Analysis For the three months ended March 31, 2026 |
| Reconciliation of Adjusted Earnings | ||||||
| Q1-2026 | Q1-2025 | |||||
| Net income (loss) ('000) | $ | 9,982 | $ | (19,679 | ) | |
| Accretion on decommissioning provision ('000) | 144 | 160 | ||||
| Foreign exchange loss (gain) ('000) | 77 | (175 | ) | |||
| Loss (gain) on disposal of assets ('000) | 41 | (966 | ) | |||
| Loss on metals contract liabilities ('000) | 12,516 | 9,785 | ||||
| Other gain on derivatives ('000) | (2,969 | ) | (709 | ) | ||
| Fair value loss on royalty payable ('000) | 108 | 125 | ||||
| Adjusted earnings (loss) ('000) | $ | 19,899 | $ | (11,459 | ) |
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.
| 26 | Page |
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 March 31, 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 January 1, 2026, and ended on March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 14, 2026
ss/ Joseph Andre Paul Huet
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 March 31, 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 January 1, 2026, and ended on March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 14, 2026
ss/Warren Varga
Warren Varga
Chief Financial Officer