Equibles

6-K

Americas Gold & Silver Corp (USAS)

6-K 2023-08-14 For: 2023-08-14
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number 001-37982

AMERICAS GOLD AND SILVER CORPORATION
(Translation of registrant’s name into English)
145 King Street West, Suite 2870<br><br> <br>Toronto, Ontario, Canada<br><br> <br>M5H 1J8
---
(Address of principal executive offices)

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

Form 20-F ☐ Form 40-F ☒

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

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and<br> make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are<br> traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K<br> submission or other Commission filing on EDGAR.

SIGNATURE

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

AMERICAS GOLD AND SILVER CORPORATION
Date:   August 14, 2023 /s/ Peter McRae
Peter McRae
Chief Legal Officer and Senior Vice President Corporate Affairs

INDEX TO EXHIBITS

99.1            Interim Financial Statements

99.2            Interim Management Discussion and Analysis

99.3            Certification of Interim Filings - CEO

99.4            Certification of Interim Filings - CFO

Exhibit 99.1

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023 and 2022

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

Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

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

June 30, December 31,
As at 2023 2022
Assets
Current assets
Cash and cash equivalents $ 1,627 $ 1,964
Trade and other receivables (Note 5) 13,043 11,552
Inventories (Note 6) 8,882 8,835
Prepaid expenses 3,216 3,030
$ 26,768 $ 25,381
Non-current assets
Restricted cash 4,247 4,139
Property, plant and equipment (Note 7) 162,149 161,299
Total assets $ 193,164 $ 190,819
Liabilities
Current liabilities
Trade and other payables $ 25,810 $ 27,060
Metals contract liability (Note 8) 11,681 11,324
Derivative instruments (Note 9) 1,320 991
Pre-payment facility (Note 10) 3,000 -
Promissory note (Note 11) 625 2,500
Royalty payable (Note 12) 2,251 -
Government loan 222 222
44,909 42,097
Non-current liabilities
Other long-term liabilities 1,726 1,815
Metals contract liability (Note 8) 21,555 19,665
RoyCap convertible debenture (Note 9) 14,727 9,621
Promissory note (Note 11) 1,250 -
Royalty payable (Note 12) 1,838 -
Post-employment benefit obligations 5,868 6,969
Decommissioning provision 12,346 11,715
Deferred tax liabilities (Note 19) 514 348
Total liabilities 104,733 92,230
Equity
Share capital (Note 13) 453,304 449,374
Equity reserve 52,168 50,905
Foreign currency translation reserve 8,499 9,797
Deficit (444,218 ) (428,849 )
Attributable to shareholders of the Company 69,753 81,227
Non-controlling interests (Note 15) 18,678 17,362
Total equity $ 88,431 $ 98,589
Total liabilities and equity $ 193,164 $ 190,819

Going concern (Note 2), Contingencies (Note 22)

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 For the six-month period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Revenue (Note 16) $ 24,222 $ 19,948 $ 46,315 $ 46,384
Cost of sales (Note 17) (20,501 ) (17,718 ) (38,285 ) (34,337 )
Depletion and amortization (Note 7) (5,208 ) (5,959 ) (10,325 ) (11,719 )
Care and maintenance costs (860 ) (1,011 ) (1,996 ) (2,334 )
Corporate general and administrative (Note 18) (2,171 ) (2,051 ) (4,522 ) (4,700 )
Exploration costs (945 ) (914 ) (1,600 ) (2,000 )
Accretion on decommissioning provision (140 ) (102 ) (281 ) (186 )
Interest and financing expense (1,821 ) (1,078 ) (4,151 ) (2,105 )
Foreign exchange gain (loss) 906 (1,903 ) 455 (1,193 )
Gain on disposal of assets 85 - 85 -
Gain (loss) on metals contract liability (Note 8) 1,701 3,186 (853 ) 434
Other gain (loss) on derivatives (Note 9) (45 ) (101 ) 47 (79 )
Fair value loss on royalty payable (Note 12) (240 ) - (240 ) -
Gain on government loan forgiveness - - - 4,277
Loss before income taxes (5,017 ) (7,703 ) (15,351 ) (7,558 )
Income tax expense (Note 19) (2,074 ) (1,575 ) (2,264 ) (2,016 )
Net loss $ (7,091 ) $ (9,278 ) $ (17,615 ) $ (9,574 )
Attributable to:
Shareholders of the Company $ (6,392 ) $ (7,483 ) $ (16,130 ) $ (8,895 )
Non-controlling interests (Note 15) (699 ) (1,795 ) (1,485 ) (679 )
Net loss $ (7,091 ) $ (9,278 ) $ (17,615 ) $ (9,574 )
Other comprehensive income (loss)
Items that will not be reclassified to net loss
Remeasurement of post-employment benefit obligations $ 1,692 $ 1,943 $ 1,268 $ 4,941
Items that may be reclassified subsequently to net loss
Foreign currency translation reserve (1,153 ) 251 (1,298 ) 396
Other comprehensive income (loss) 539 2,194 (30 ) 5,337
Comprehensive loss $ (6,552 ) $ (7,084 ) $ (17,645 ) $ (4,237 )
Attributable to:
Shareholders of the Company $ (6,530 ) $ (6,066 ) $ (16,667 ) $ (5,534 )
Non-controlling interests (Note 15) (22 ) (1,018 ) (978 ) 1,297
Comprehensive loss $ (6,552 ) $ (7,084 ) $ (17,645 ) $ (4,237 )
Loss per share attributable to shareholders of the Company
Basic and diluted (0.03 ) (0.04 ) (0.08 ) (0.05 )
Weighted average number of common shares
outstanding
Basic and diluted (Note 14) 211,454,795 180,795,755 208,844,380 176,871,371

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

Page 2

Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the six-month periods ended June 30, 2023 and 2022

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

Foreign
Share capital currency Attributable Non-
Common Equity translation to shareholders controlling Total
Shares Amount reserve reserve Deficit of the Company interests equity
Balance at January 1, 2023 204,456 $ 449,374 $ 50,905 $ 9,797 $ (428,849 ) $ 81,227 $ 17,362 $ 98,589
Net loss for the period - - - - (16,130 ) (16,130 ) (1,485 ) (17,615 )
Other comprehensive income (loss) for the period - - - (1,298 ) 761 (537 ) 507 (30 )
Contribution from non-controlling interests - - - - - - 2,294 2,294
At-the-market offering 4,548 2,310 - - - 2,310 - 2,310
Common shares issued 679 350 - - - 350 - 350
Warrants issued - - 435 - - 435 - 435
Retraction of RoyCap convertible debenture 2,424 1,270 (152 ) - - 1,118 - 1,118
Amendment of RoyCap convertible debenture - - (272 ) - - (272 ) - (272 )
Share-based payments - - 1,252 - - 1,252 - 1,252
Balance at June 30, 2023 212,107 $ 453,304 $ 52,168 $ 8,499 $ (444,218 ) $ 69,753 $ 18,678 $ 88,431
Balance at January 1, 2022 165,145 $ 423,098 $ 51,088 $ 6,833 $ (387,949 ) $ 93,070 $ 10,765 $ 103,835
Net loss for the period - - - - (8,895 ) (8,895 ) (679 ) (9,574 )
Other comprehensive income for the period - - - 396 2,965 3,361 1,976 5,337
Contribution from non-controlling interests - - - - - - 1,974 1,974
At-the-market offering 12,213 10,164 - - - 10,164 - 10,164
Sandstorm private placements 5,290 4,630 - - - 4,630 - 4,630
Retraction of RoyCap convertible debenture 1,629 1,377 (249 ) - - 1,128 - 1,128
Share-based payments - - 1,717 - - 1,717 - 1,717
Balance at June 30, 2022 184,277 $ 439,269 $ 52,556 $ 7,229 $ (393,879 ) $ 105,175 $ 14,036 $ 119,211

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 six-month periods ended June 30, 2023 and 2022

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

June 30, June 30,
2023 2022
Cash flow generated from (used in)
Operating activities
Net loss for the period $ (17,615 ) $ (9,574 )
Adjustments for the following items:
Depletion and amortization 10,325 11,719
Income tax expense 2,264 2,016
Accretion and decommissioning costs 281 186
Share-based payments 1,252 1,717
Non-cash expenses from common shares and warrants issued 785 -
Provision on other long-term liabilities 65 27
Interest and financing expense 1,491 860
Net charges on post-employment benefit obligations 167 361
Inventory write-downs 574 1,457
Gain on disposal of assets (85 ) -
Loss (gain) on metals contract liability 853 (434 )
Other loss (gain) on derivatives (47 ) 79
Fair value loss on royalty payable 240 -
Gain on government loan forgiveness - (4,277 )
Changes in non-cash working capital items:
Trade and other receivables (1,491 ) 3,538
Inventories (1,455 ) (1,135 )
Prepaid expenses (186 ) (1,267 )
Trade and other payables (1,702 ) (124 )
Net cash generated from (used in) operating activities (4,284 ) 5,149
Investing activities
Expenditures on property, plant and equipment (11,394 ) (7,965 )
Proceeds from disposal of assets 810 -
Net cash used in investing activities (10,584 ) (7,965 )
Financing activities
Pre-payment facilities 3,000 (1,451 )
Lease payments (1,956 ) (1,701 )
Promissory note repayments (625 ) (1,250 )
At-the-market offerings 2,310 10,164
Sandstorm private placements - 4,630
Financing from RoyCap convertible debenture 6,020 -
Metals contract liability, net 681 (4,079 )
Royalty agreement, net 3,849 -
Contribution from non-controlling interests 2,294 1,974
Net cash generated from financing activities 15,573 8,287
Effect of foreign exchange rate changes on cash (1,042 ) 453
Increase (decrease) in cash and cash equivalents (337 ) 5,924
Cash and cash equivalents, beginning of period 1,964 2,900
Cash and cash equivalents, end of period $ 1,627 $ 8,824
Cash and cash equivalents consist of:
Cash $ 1,627 $ 8,824
Interest paid during the period $ 1,060 $ 965

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 six-month periods ended June 30, 2023 and 2022

(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 the Americas. 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 condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2023 were approved and authorized for issue by the Board of Directors of the Company on August 14, 2023.

2.  Basis of presentation and going concern

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Handbook of Chartered Professional Accountants of Canada applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements 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 consolidated financial statements as at and for the year ended December 31, 2022. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2022, and further updated in Note 3 of these financial statements, and have been consistently applied in the preparation of these condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $18.1 million, including cash and cash equivalents of $1.6 million as at June 30, 2023. During the six-month period ended June 30, 2023, the Company reported a net loss of $17.6 million, including a decrease in revenue of $0.1 million and an increase in cost of sales of $3.9 million compared to the six-month period ended June 30, 2022, plus interest and financing expense of $4.2 million and a loss on metals contract liability $0.9 million. At June 30, 2023, the Company does not have sufficient liquidity on hand to fund its operations for the next twelve months and will require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Cash flow during the six-month period was impacted by a 17-day maintenance shutdown of the Cosalá Operations, ongoing capital costs for the Galena hoist project, and lower U.S. dollar to Mexican peso exchange rate, in addition to fluctuations in commodity prices compared to the prior six-month period ended June 30, 2022 and inflationary pressures on certain operating and capital costs.

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to year-to-date 2023, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, royalty sales, and registered shelf prospectuses. While it has been successful in the past in obtaining financing for its operations, there is no assurance that it will be able to obtain adequate financing in the future. The ability to raise additional financing, to achieve cash flow positive production at the Cosalá Operations and Galena Complex, allowing the Company to generate sufficient operating cash flows, are significant judgments in these consolidated financial statements.

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

These unaudited condensed interim consolidated 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.

Page 5

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

3.  Changes in accounting policies and recent accounting pronouncements

The Company adopted amendments to IAS 12 - Income Taxes requiring companies to recognize deferred tax on transactions that give rise to equal amounts of taxable and deductible temporary differences on initial recognition. The amendments were effective for accounting periods beginning on or after January 1, 2023 and adoption did not have a material impact on the Company’s financial statements.

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

4.  Significant accounting judgments and estimates

The preparation of the condensed interim consolidated 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 condensed interim consolidated 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, 2022, in addition to the significant judgments mentioned in Note 2.

5.  Trade and other receivables

June 30, December 31,
2023 2022
Trade receivables $ 9,734 $ 5,624
Other receivables 3,309 5,928
$ 13,043 $ 11,552

Value added taxes were in a net payable position of $0.1 million as at June 30, 2023 (December 31, 2022: $0.2 million) and was reclassified to trade and other payables for presentation purposes.

Other receivables include $4.0 million CAD from amendment of the RoyCap Convertible Debenture on June 21, 2023, collected in July 2023 (December 31, 2022: $5.3 million in refundable tax credits from the Galena Complex through the Employee Retention Credit under the U.S. CARES Act collected in April 2023).

6.  Inventories

June 30, December 31,
2023 2022
Concentrates $ 1,976 $ 1,694
Finished goods 199 368
In-circuit work in progress 259 205
Ore stockpiles 656 898
Spare parts and supplies 5,792 5,670
$ 8,882 $ 8,835

The amount of inventories recognized in cost of sales was $20.5 million during the three-month period ended June 30, 2023 (2022: $17.7 million) and $38.3 million during the six-month period ended June 30, 2023 (2022: $34.3 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $0.3 million (2022: $1.4 million) during the three-month period ended June 30, 2023 and $0.6 million during the six-month period ended June 30, 2023 (2022: $1.5 million).

Page 6

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

7.  Property, plant and equipment

Corporate
Mining Non-producing Plant and Right-of-use office
interests properties equipment lease assets equipment Total
Cost
Balance at January 1, 2022 $ 208,266 $ 12,469 $ 110,273 $ 11,373 $ 240 $ 342,621
Acquisition of Pershing Gold - - - - - -
Asset additions 9,302 - 10,304 720 (4 ) 20,322
Change in decommissioning provision (2,156 ) - - - - (2,156 )
Balance at December 31, 2022 215,412 12,469 120,577 12,093 236 360,787
Asset additions 5,448 - 5,930 171 - 11,549
Asset disposals - - (79 ) (646 ) - (725 )
Change in decommissioning provision 351 - - - - 351
Balance at June 30, 2023 $ 221,211 $ 12,469 $ 126,428 $ 11,618 $ 236 $ 371,962
Accumulated depreciation
and depletion
Balance at January 1, 2022 $ (101,091 ) $ - $ (57,755 ) $ (5,732 ) $ (130 ) $ (164,708 )
Depreciation/depletion for the year (9,918 ) - (10,077 ) (1,306 ) (39 ) (21,340 )
Impairment for the year (3,539 ) - (9,901 ) - - (13,440 )
Balance at December 31, 2022 (114,548 ) - (77,733 ) (7,038 ) (169 ) (199,488 )
Depreciation/depletion for the period (5,707 ) - (3,992 ) (610 ) (16 ) (10,325 )
Balance at June 30, 2023 $ (120,255 ) $ - $ (81,725 ) $ (7,648 ) $ (185 ) $ (209,813 )
Carrying value
at December 31, 2022 $ 100,864 $ 12,469 $ 42,844 $ 5,055 $ 67 $ 161,299
at June 30, 2023 $ 100,956 $ 12,469 $ 44,703 $ 3,970 $ 51 $ 162,149

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. No impairment or impairment reversal were identified for the six-month period ended June 30, 2023 for each of the Company’s cash-generating unit, including non-producing properties and properties placed under care and maintenance.

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $22.4 million, $11.0 million, and $1.9 million, respectively, as at June 30, 2023 (December 31, 2022: $22.5 million, $12.4 million, and $3.0 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at June 30, 2023, the carrying amount of this property was $12.5 million included in non-producing properties.

8.  Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of the Relief Canyon Mine. The Purchase Agreement consisted of a combination of fixed and variable deliveries from the Relief Canyon Mine. The Purchase Agreement has a repurchase option for the Company exercisable at any time to reduce the variable deliveries to Sandstorm from 4% to 2% by delivering 4,000 ounces of gold plus additional ounces of gold compounded annually at 10%. On initial recognition and as at June 30, 2023, the fair value of the repurchase option was nil.

The Company initially recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue and expected to recognize the amounts in revenue as performance obligations to metals delivery were satisfied over the term of the metals delivery and purchase agreements.

As at December 31, 2021, the Company derecognized the outstanding carrying value of deferred revenue, net of transaction costs, and recognized the fixed and variable deliveries of precious metals as a financial liability measured at fair value through profit or loss as the Company expected that metal deliveries to Sandstorm may no longer be satisfied through internal gold production alone. The fair value of the metals contract liability was determined using forward commodity pricing curves at the end of the fiscal 2021 reporting period resulting in $20.8 million loss to fair value on metals contract liability. A $0.9 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the six-month period ended June 30, 2023 (2022: $0.4 million gain).

Page 7

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

On February 26, 2023, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $2.75 million per calendar quarter or up to $11.0 million in aggregate during fiscal 2023 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 12-month period from November 2025 to October 2026. The first and second calendar quarter advance of $2.75 million per quarter were drawn in March and May 2023, respectively, with further draws expected for subsequent quarters during fiscal 2023 as allowed under the amendment.

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

Six-month Year
period ended ended
June 30, December 31,
2023 2022
Net metals contract liability, beginning of period $ 30,989 $ 40,905
Advance increase (net of financing expense) 7,029 -
Delivery of metals produced (834 ) (3,278 )
Delivery of metals purchased (4,819 ) (7,436 )
Revaluation of metals contract liability 871 798
Net metals contract liability, end of period $ 33,236 $ 30,989
Current portion $ 11,681 $ 11,324
Non-current portion 21,555 19,665
$ 33,236 $ 30,989

9.  RoyCap convertible debenture

On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the “RoyCap Convertible Debenture”) to Royal Capital Management Corp. (“RoyCap”) 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 RoyCap Convertible Debenture was: redeemable at the Company’s option to prepay the principal amount subject to payment of a redemption premium of 30% during the first year, 20% during the second year, and 10% during the third year prior to maturity (the “Redemption Option”); retractable at RoyCap’s option at a cumulative $0.3 million CAD per month starting in the second month from inception where the Company may settle the retraction amount through either cash or issuance of the Company’s common shares determined by dividing 95% of the 20 day volume weighted average price of the Company’s common shares (the “Retraction Option”); and convertible at RoyCap’s option into the Company’s common shares at a conversion price of $3.35 CAD (the “Conversion Option”).

On inception, the RoyCap Convertible Debenture, which may be settled through a fixed amount of the Company’s own equity instruments, was treated as a compound financial instrument with the principal portion classified as a liability component and the Conversion Option as an equity component. The initial fair value of the principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the issue date. The principal portion is subsequently recognized on an amortized cost basis until extinguished on conversion or maturity. The remainder of the proceeds were allocated to the Conversion Option as equity. A net derivative liability of $1.4 million was recorded on initial recognition based on the estimated fair value of the combined Redemption Option and Retraction Option.

Page 8

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

On November 12, 2021, the Company amended the RoyCap Convertible Debenture by increasing the principal balance by $6.3 million CAD to a total outstanding principal of $18.8 million CAD, in addition to amending its conversion price of $3.35 CAD to $1.48 CAD, and the terms to its Retraction Option retractable at a cumulative $0.3 million CAD per month to a cumulative $0.45 million CAD per month. All other material terms of the RoyCap Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the RoyCap Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $2.1 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

On October 22, 2022, the Company amended the RoyCap Convertible Debenture by increasing the principal balance by $7.0 million CAD to a total outstanding principal of $25.8 million CAD, in addition to amending its interest rate of 8% per annum to 9.5% per annum, its conversion price of $1.48 CAD to $1.00 CAD, and the terms to its Retraction Option retractable at a cumulative $0.45 million CAD per month to a cumulative $0.5 million CAD per month with a beginning cumulated retraction balance of $1.5 million CAD. All other material terms of the RoyCap Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the RoyCap Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $1.3 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

On June 21, 2023, the Company amended the RoyCap Convertible Debenture by increasing the principal balance by $8.0 million CAD to a total outstanding principal of $33.8 million CAD, in addition to amending its interest rate of 9.5% per annum to 11.0% per annum, its conversion price of $1.00 CAD to $0.80 CAD, the terms to its Retraction Option retractable at a cumulative $0.5 million CAD per month to a cumulative $1.0 million CAD per month starting in August 2023, and extending the maturity date from April 28, 2024 to July 1, 2024 with mutual option to extend by one calendar quarter up to April 28, 2025. All other material terms of the RoyCap Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the RoyCap Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $1.3 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

During the six-month period ended June 30, 2023, the principal amount of the RoyCap Convertible Debenture was reduced by $1.4 million CAD through partial exercises of the Retraction Option by RoyCap settled through issuance of 2,424,149 of the Company’s common shares (year ended December 31, 2022: $7.2 million CAD settled through issuance of 11,240,839 common shares).

The Company recognized a gain of $0.1 million for the six-month period ended June 30, 2023 (2022: loss of $0.1 million) as a result of the change in the estimated fair value of the combined Redemption Option and Retraction Option.

10.  Pre-payment facility

On December 12, 2022, the Company amended its existing offtake agreement with Ocean Partners USA, Inc. of lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million with an initial term of three years at an interest of U.S. SOFR rate plus 6.95% per annum (the “Facility”) to fund general working capital at the Galena Complex. Principal on the Facility is repaid through semi-monthly installments deductible from concentrate deliveries or paid in cash and can be redrawn on a revolving basis. The Facility shall automatically extend for a full calendar year if there is an outstanding payment balance within 12 months of the maturity of the Facility. The Facility was drawn in full in February 2023.

Page 9

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

11.  Promissory note

On December 15, 2020, the Company issued a $5 million promissory note (the “Promissory Note”) to Sandstorm due March 15, 2023 with interest payable at 7% per annum and repayable at the Company’s option prior to maturity. Repayment of principal on the Promissory Note began in June 2022 where $2.5 million was paid during the year ended December 31, 2022. On March 31, 2023, the Company amended the Promissory Note with the remaining principal of $2.5 million be repaid in four equal instalments due June 30 and October 1, 2023, and July 1 and October 1, 2024, in addition to amending its interest rate to 8% per annum.

  1. Royalty payable

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

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

13.  Share capital

On May 17, 2021, the Company entered into an at-the-market offering agreement (the “May 2021 ATM Agreement”) where the Company may at its discretion and from time-to-time during the term of the May 2021 ATM Agreement, sell in the United States, through its agent, such number of common shares of the Company as would result in aggregate gross proceeds of up to $50.0 million. The May 2021 ATM Agreement expired on February 28, 2023 and the Company has received aggregate gross proceeds of $44.4 million through issuance of 44,085,122 common shares, with approximately $1.7 million in transaction costs incurred and offset against share capital.

During fiscal 2022, the Company closed quarterly non-brokered private placements with Sandstorm for total gross proceeds of $9.9 million through total issuance of 15,200,000 of the Company’s common shares priced at approximately $0.85 CAD per share.

a.   Authorized

Authorized share capital consists of an unlimited number of common and preferred shares.

June 30, December 31,
2023 2022
Issued
212,107,575 (2022: 204,455,721) common shares $ 453,304 $ 449,374
Nil (2022: Nil) preferred shares - -
$ 453,304 $ 449,374

Each non-voting preferred share is convertible, at the holder’s option, without payment of any additional consideration by the holder thereof, initially on a one-to-one basis into common shares, subject to adjustment, and in accordance with the terms of the non-voting preferred shares.

Page 10

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

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:

Six-month Year
period ended ended
June 30, December 31,
2023 2022
Weighted Weighted
average average
exercise exercise
Number price Number price
(thousands) CAD (thousands) CAD
Balance, beginning of period 12,367 $ 2.40 12,579 $ 2.81
Granted 4,275 0.90 3,750 1.20
Expired (372 ) 3.10 (3,962 ) 2.56
Balance, end of period 16,270 $ 1.99 12,367 $ 2.40

The following table summarizes information on stock options outstanding and exercisable as at June 30, 2023:
Weighted Weighted
average average
Exercise exercise exercise
price Outstanding price Exercisable price
CAD (thousands) CAD (thousands) CAD
0.01 to 1.00 2.52 4,575 $ 0.89 1,525 $ 0.89
1.01 to 2.00 1.36 6,785 1.47 4,523 1.47
3.01 to 4.00 0.88 4,910 3.74 4,910 3.74
16,270 $ 1.99 10,958 $ 2.40

All values are in US Dollars.

c.   Share-based payments

The weighted average fair value at grant date of the Company’s stock options granted during the six-month period ended June 30, 2023 was $0.32 (2022: $0.44).

Page 11

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

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

Three-month Three-month Six-month Six-month
period ended period ended period ended period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Expected stock price volatility ^(1)^ - - 68 % 68 %
Risk free interest rate - - 3.48 % 1.64 %
Expected life - - 3 years 3 years
Expected forfeiture rate - - 3.85 % 3.48 %
Expected dividend yield - - 0 % 0 %
Share-based payments included in cost of sales $ - $ - $ - $ -
Share-based payments included in general and
administrative expenses 314 598 1,120 1,591
Total share-based payments $ 314 $ 598 $ 1,120 $ 1,591

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

d.   Warrants

The warrants that are issued and outstanding as at June 30, 2023 are as follows:

Number of<br><br> <br>warrants Exercise<br><br> <br>price (CAD) Issuance<br><br> <br>date Expiry<br><br> <br>date
1,074,999 3.12 Oct 2018 Oct 1, 2023
200,793 0.94 Nov 2021 Nov 22, 2023
3,500,000 0.80 Jun 2023 Jun 21, 2026
4,775,792

e.   Deferred Share Units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at June 30, 2023, 1,822,989 (December 31, 2022: 1,409,069) deferred share units are issued and outstanding.

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

Three-month Three-month Six-month Six-month
period ended period ended period ended period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Basic weighted average number of shares 211,454,795 180,795,755 208,844,380 176,871,371
Effect of dilutive stock options and warrants - - - -
Diluted weighted average number of shares 211,454,795 180,795,755 208,844,380 176,871,371

Diluted weighted average number of common shares for the three-month and six-month periods ended June 30, 2023 excludes nil anti-dilutive preferred shares (2022: nil), 16,270,000 anti-dilutive stock options (2022: 12,066,667) and 4,775,792 anti-dilutive warrants (2022: 2,571,962).

15.  Non-controlling interests

The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for 40% non-controlling interest of the Company’s Galena Complex with an initial contribution of $15 million to fund capital improvements and operations. Mr. Eric Sprott committed to contributing additional funds to support the ongoing operations alongside the Company in proportion of their respective ownership up to $5 million for the first year of operations with the Company contributing any potential excess as necessary. The initial obligations of both Sprott and the Company have been met under the agreement. After the first year, contributions reverted to the proportional percentage of ownership interests to fund capital projects and operations.

Page 12

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

The Company recognized non-controlling interests of $14.3 million equal to the proportionate non-controlling interests’ carrying amount of the Galena Complex at initial recognition classified as a separate component of equity. Subsequent contributions and proportionate share changes in equity are recognized to the carrying amount of the non-controlling interests.

16.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and six-month periods ended June 30, 2023 and 2022:

Three-month Three-month Six-month Six-month
period ended period ended period ended period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Silver
Sales revenue $ 17,307 $ 8,766 $ 31,713 $ 19,045
Derivative pricing adjustments 358 (579 ) 615 189
17,665 8,187 32,328 19,234
Zinc
Sales revenue $ 10,071 $ 15,984 $ 20,026 $ 31,584
Derivative pricing adjustments (77 ) (118 ) (121 ) 1,530
9,994 15,866 19,905 33,114
Lead
Sales revenue $ 7,192 $ 7,333 $ 14,189 $ 15,999
Derivative pricing adjustments 27 (407 ) (94 ) (331 )
7,219 6,926 14,095 15,668
Other by-products
Sales revenue $ 292 $ 206 $ 614 $ 395
Derivative pricing adjustments 78 99 114 181
370 305 728 576
Total sales revenue $ 34,862 $ 32,289 $ 66,542 $ 67,023
Total derivative pricing adjustments 386 (1,005 ) 514 1,569
Gross revenue $ 35,248 $ 31,284 $ 67,056 $ 68,592
Treatment and selling costs (11,026 ) (11,336 ) (20,741 ) (22,208 )
$ 24,222 $ 19,948 $ 46,315 $ 46,384

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 20).

Page 13

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

17.  Cost of sales

Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and six-month periods ended June 30, 2023 and 2022:

Three-month Three-month Six-month Six-month
period ended period ended period ended period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Salaries and employee benefits $ 8,214 $ 7,748 $ 16,619 $ 14,573
Raw materials and consumables 8,436 7,051 16,595 13,327
Utilities 961 1,169 2,022 2,171
Other costs 2,418 1,807 3,930 3,944
Changes in inventories 220 (1,481 ) (1,455 ) (1,135 )
Inventory write-downs 252 1,424 574 1,457
$ 20,501 $ 17,718 $ 38,285 $ 34,337

18.  Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other segments that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and six-month periods ended June 30, 2023 and 2022:

Three-month Three-month Six-month Six-month
period ended period ended period ended period ended
June 30, June 30, June 30, June 30,
2023 2022 2023 2022
Salaries and employee benefits $ 531 $ 490 $ 1,080 $ 1,044
Directors’ fees 84 102 170 199
Share-based payments 314 598 1,120 1,591
Professional fees 710 227 1,050 833
Office and general 532 634 1,102 1,033
$ 2,171 $ 2,051 $ 4,522 $ 4,700

19.  Income taxes

Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the six-month period ended June 30, 2023 was 26.5% and for the year ended December 31, 2022 was 26.5%.

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

June 30, December 31,
2023 2022
Property, plant and equipment $ 800 $ 815
Other 548 333
Total deferred tax liabilities 1,348 1,148
Provisions and reserves (834 ) (800 )
Net deferred tax liabilities $ 514 $ 348

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

Page 14

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

20.  Financial risk management

a.   Financial risk factors

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

(i)            Credit Risk

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

As of June 30, 2023, the Company’s exposure to credit risk with respect to trade receivables amounts to $9.7 million (December 31, 2022: $5.6 million). The Company believes credit risk is not significant and there was no significant change to the Company’s allowance for expected credit losses as at June 30, 2023 and December 31, 2022.

(ii)            Liquidity risk

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

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

June 30, 2023
Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 25,810 $ 25,810 $ - $ - $ -
Pre-payment facility 3,000 3,000 - - -
Promissory note 1,875 625 1,250 - -
Interest on promissory note 126 88 38 - -
RoyCap convertible debenture 18,353 - 18,353 - -
Interest on RoyCap convertible debenture 2,022 1,856 166 - -
Government loan 222 222 - - -
Royalty payable 5,749 2,475 3,274 - -
Metals contract liability 33,236 11,681 21,555 - -
Projected pension contributions 5,056 998 1,724 1,853 481
Decommissioning provision 20,369 - - - 20,369
Other long-term liabilities 1,726 - 751 374 601
$ 117,544 $ 46,755 $ 47,111 $ 2,227 $ 21,451

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

Page 15

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

June 30, 2023
Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 910 $ 910 $ - $ - $ -
Other long-term liabilities 1,125 - 751 374 -
$ 2,035 $ 910 $ 751 $ 374 $ -

The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate ranging from 3% to 20% applied during the period:

Six-month Year
period ended ended
June 30, December 31,
2023 2022
Lease liabilities, beginning of period $ 3,142 $ 4,774
Additions 156 720
Lease principal payments (1,859 ) (2,352 )
Lease interest payments (97 ) (1,040 )
Accretion on lease liabilities 693 1,040
Lease liabilities, end of period $ 2,035 $ 3,142

(iii)            Market risk

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

(1) Interest rate risk

The Company is subject to interest rate risk of the 3 months U.S. LIBOR rate plus 7% per annum from Cosalá Operations’ advance payments of concentrate, the 1 month U.S. SOFR rate plus 4% per annum from Galena Complex's advance payments of concentrate, and the 6 month U.S. SOFR rate plus 6.95% per annum from the Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at June 30 2023, 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 (loss) or other comprehensive income (loss) due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

As at June 30, 2023
CAD MXN
Cash and cash equivalents $ 66 $ 124
Trade and other receivables 3,084 210
Trade and other payables 3,405 11,063

Page 16

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

As at June 30, 2023, the CAD/USD and MXN/USD exchange rates were 1.32 and 17.07, respectively. The sensitivity of the Company’s net income (loss) and other comprehensive income (loss) due to changes in the exchange rates for the six-month period ended June 30, 2023 is included in the following table:

CAD/ MXN/
Exchange rate Exchange rate
Approximate impact on:
Net loss
Other comprehensive loss

All values are in US Dollars.

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

As at June 30, 2023 and December 31, 2022, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the six-month periods ended June 30, 2023 and 2022, the Company did not settle any non-hedge foreign exchange forward contracts.

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at June 30, 2023 the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $1.0 million (December 31, 2022: $0.6 million).

As at June 30, 2023 and December 31, 2022, the Company does not have any non-hedge commodity forward contracts outstanding. During the six-month periods ended June 30, 2023 and 2022, the Company did not settle any non-hedge commodity forward contracts.

Net amount of gain or loss on derivative instruments from non-hedge foreign exchange and commodity forward contracts recognized through profit or loss during the six-month period ended June 30, 2023 was nil (2022: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debenture during the six-month period ended June 30, 2023 was a gain of $0.1 million (2022: loss of $0.1 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. The Company’s cash equivalents consist of money market accounts held at financial<br> institutions which have original maturities of less than 90 days.
● 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<br> that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.
--- ---
● Metals contract liability: 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<br> pricing curves at end of the reporting period.
--- ---
● Convertible debenture and promissory note: The principal portion of the convertible debenture and promissory note 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.<br> 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<br> 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<br> 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<br> at market prices at the valuation date.
--- ---

Page 17

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

(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<br> 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<br> that are derived principally from or corroborated by observable market data or other means.
--- ---
● Level 3 inputs are unobservable (supported by little or no market activity).
--- ---
June 30, December 31,
--- --- --- --- ---
2023 2022
Level 1
Cash and cash equivalents $ 1,627 $ 1,964
Restricted cash 4,247 4,139
Level 2
Trade and other receivables 13,043 11,552
Derivative instruments 1,320 991
Metals contract liability 33,236 30,989
Level 3
Royalty payable 4,089 -
Amortized cost
Pre-payment facility 3,000 -
Promissory note 1,875 2,500
Government loan 222 222
RoyCap convertible debenture 14,727 9,621

21.  Segmented and geographic information, and major customers

a.   Segmented information

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

Page 18

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

b.   Geographic information

All revenues from sales of concentrates for the three-month and six-month periods ended June 30, 2023 and 2022 were earned in Mexico and the United States. The following segmented information is presented as at June 30, 2023 and December 31, 2022, and for the three-month and six-month periods ended June 30, 2023 and 2022. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

As at June 30, 2023 As at December 31, 2022
Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total
Cash and cash equivalents $ 182 $ 1,125 $ 225 $ 95 $ 1,627 $ 317 $ 204 $ 717 $ 726 $ 1,964
Trade and other receivables 6,281 3,678 - 3,084 13,043 3,921 7,593 - 38 11,552
Inventories 5,388 2,898 596 - 8,882 5,390 2,727 718 - 8,835
Prepaid expenses 839 959 397 1,021 3,216 745 1,232 452 601 3,030
Restricted cash 161 53 4,033 - 4,247 141 53 3,945 - 4,139
Property, plant and equipment 51,639 74,512 35,310 688 162,149 52,141 70,479 37,927 752 161,299
Total assets $ 64,490 $ 83,225 $ 40,561 $ 4,888 $ 193,164 $ 62,655 $ 82,288 $ 43,759 $ 2,117 $ 190,819
Trade and other payables $ 12,557 $ 6,552 $ 1,331 $ 5,370 $ 25,810 $ 12,861 $ 8,029 $ 2,658 $ 3,512 $ 27,060
Derivative instruments - - - 1,320 1,320 - - - 991 991
Pre-payment facility - 3,000 - - 3,000 - - - - -
Other long-term liabilities - 1,153 - 573 1,726 - 1,192 - 623 1,815
Metals contract liability - - - 33,236 33,236 - - - 30,989 30,989
RoyCap convertible debenture - - - 14,727 14,727 - - - 9,621 9,621
Promissory note - - - 1,875 1,875 - - - 2,500 2,500
Royalty payable - - - 4,089 4,089 - - - - -
Government loan - 222 - - 222 - 222 - - 222
Post-employment benefit obligations - 5,868 - - 5,868 - 6,969 - - 6,969
Decommissioning provision 2,514 5,765 4,067 - 12,346 2,070 5,603 4,042 - 11,715
Deferred tax liabilities 514 - - - 514 348 - - - 348
Total liabilities $ 15,585 $ 22,560 $ 5,398 $ 61,190 $ 104,733 $ 15,279 $ 22,015 $ 6,700 $ 48,236 $ 92,230
Three-month period ended June 30, 2023 Three-month period ended June 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total
Revenue $ 13,235 $ 10,956 $ 31 $ - $ 24,222 $ 12,681 $ 7,256 $ 11 $ - $ 19,948
Cost of sales (10,959 ) (9,398 ) (144 ) - (20,501 ) (7,953 ) (8,599 ) (1,166 ) - (17,718 )
Depletion and amortization (1,968 ) (2,313 ) (886 ) (41 ) (5,208 ) (1,890 ) (2,270 ) (1,759 ) (40 ) (5,959 )
Care and maintenance costs - (99 ) (761 ) - (860 ) - (107 ) (904 ) - (1,011 )
Corporate general and administrative - - - (2,171 ) (2,171 ) - - - (2,051 ) (2,051 )
Exploration costs (312 ) (599 ) (34 ) - (945 ) (266 ) (571 ) (77 ) - (914 )
Accretion on decommissioning provision (52 ) (51 ) (37 ) - (140 ) (41 ) (37 ) (24 ) - (102 )
Interest and financing expense (75 ) (81 ) (39 ) (1,626 ) (1,821 ) (47 ) (14 ) (143 ) (874 ) (1,078 )
Foreign exchange gain (loss) (45 ) - - 951 906 (540 ) - - (1,363 ) (1,903 )
Gain on disposal of assets - - 85 - 85 - - - - -
Gain on metals contract liability - - - 1,701 1,701 - - - 3,186 3,186
Other loss on derivatives - - - (45 ) (45 ) - - - (101 ) (101 )
Fair value loss on royalty payable - - - (240 ) (240 ) - - - - -
Income (loss) before income taxes (176 ) (1,585 ) (1,785 ) (1,471 ) (5,017 ) 1,944 (4,342 ) (4,062 ) (1,243 ) (7,703 )
Income tax expense (2,074 ) - - - (2,074 ) (1,575 ) - - - (1,575 )
Net income (loss) for the period $ (2,250 ) $ (1,585 ) $ (1,785 ) $ (1,471 ) $ (7,091 ) $ 369 $ (4,342 ) $ (4,062 ) $ (1,243 ) $ (9,278 )

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the six-month periods ended June 30, 2023 and 2022

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

Six-month period ended June 30, 2023 Six-month period ended June 30, 2022
Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total Cosalá Operations Galena Complex Relief Canyon Corporate and Other Total
Revenue $ 24,247 $ 21,965 $ 103 $ - $ 46,315 $ 28,792 $ 17,553 $ 39 $ - $ 46,384
Cost of sales (18,541 ) (19,295 ) (449 ) - (38,285 ) (15,812 ) (17,294 ) (1,231 ) - (34,337 )
Depletion and amortization (3,923 ) (4,463 ) (1,859 ) (80 ) (10,325 ) (3,653 ) (4,414 ) (3,573 ) (79 ) (11,719 )
Care and maintenance costs - (210 ) (1,786 ) - (1,996 ) - (295 ) (2,039 ) - (2,334 )
Corporate general and administrative - - - (4,522 ) (4,522 ) - - - (4,700 ) (4,700 )
Exploration costs (431 ) (1,113 ) (56 ) - (1,600 ) (700 ) (1,142 ) (158 ) - (2,000 )
Accretion on decommissioning provision (101 ) (104 ) (76 ) - (281 ) (79 ) (66 ) (41 ) - (186 )
Interest and financing expense (140 ) (145 ) (659 ) (3,207 ) (4,151 ) (74 ) (28 ) (302 ) (1,701 ) (2,105 )
Foreign exchange gain (loss) (538 ) - - 993 455 (478 ) - - (715 ) (1,193 )
Gain on disposal of assets - - 85 - 85 - - - - -
Gain (loss) on metals contract liability - - - (853 ) (853 ) - - - 434 434
Other gain (loss) on derivatives - - - 47 47 - - - (79 ) (79 )
Fair value loss on royalty payable - - - (240 ) (240 ) - - - - -
Gain on government loan forgiveness - - - - - - 4,277 - - 4,277
Income (loss) before income taxes 573 (3,365 ) (4,697 ) (7,862 ) (15,351 ) 7,996 (1,409 ) (7,305 ) (6,840 ) (7,558 )
Income tax expense (2,264 ) - - - (2,264 ) (2,016 ) - - - (2,016 )
Net income (loss) for the period $ (1,691 ) $ (3,365 ) $ (4,697 ) $ (7,862 ) $ (17,615 ) $ 5,980 $ (1,409 ) $ (7,305 ) $ (6,840 ) $ (9,574 )

c.   Major customers

For the three-month period ended June 30, 2023, the Company sold concentrates and finished goods to two major customers accounting for 50% of total revenues from Cosalá Operations and 50% of total revenues from Galena Complex (2022: one major customer accounting for 99% of total revenues from Cosalá Operations and Galena Complex). For the six-month period ended June 30, 2023, the Company sold concentrates and finished goods to two major customers accounting for 55% of total revenues from Cosalá Operations and 45% of total revenues from Galena Complex (2022: one major customer accounting for 99% of total revenues from Cosalá Operations and Galena Complex).

22.  Contingencies

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

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $11.5 million (MXN 196.8 million), of which $4.9 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.5 million (MXN 94.6 million) of their original reassessment. The remaining $6.0 million (MXN 102.2 million) consists of $4.9 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 $4.9 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.2 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at June 30, 2023, the accrued liability of the probable obligation was $1.0 million (December 31, 2022: $1.0 million).

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Exhibit 99.2

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

DATED AUGUST 14, 2023

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

Forward-Looking Statements 1
Management’s Discussion and Analysis 2
Overview 3
Recent Developments and Operational Discussion 4
Results of Operations 10
Summary of Quarterly Results 11
Liquidity 13
Capital Resources 15
Off-Balance Sheet Arrangements 15
Transactions with Related Parties 15
Risk Factors 16
Accounting Standards and Pronouncements 16
Financial Instruments 16
Capital Structure 17
Controls and Procedures 17
Technical Information 17
Non-GAAP and Other Financial Measures 17

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

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Forward-Looking Statements

Statements contained in this Management’s Discussion and Analysis (“MD&A”) of Americas Gold and Silver Corporation (the “Company” or “Americas Gold and Silver”) that are not current or historical factual statements may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). These forward-looking statements are presented for the purpose of assisting the Company's securityholders and prospective investors in understanding management's views regarding those future outcomes and may not be appropriate for other purposes. When used in this MD&A, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. All such forward-looking statements are subject to important risks, uncertainties and assumptions. These statements are forward-looking because they are based on current expectations, estimates and assumptions. It is important to know that: (i) unless otherwise indicated, forward-looking statements in this MD&A describe expectations as at the date hereof; and (ii) actual results and events could differ materially from those expressed or implied. Capitalized terms used but not defined in this “Forward-Looking Statements” section of this MD&A shall have the meaning ascribed to such term elsewhere in this MD&A.

Specific forward-looking statements in this MD&A include, but are not limited to: any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; estimates of mineral reserves and resources; the realization of mineral reserve estimates; the impairment of mining interests and non-producing properties; the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development; the success of exploration and development activities; the Company’s testing work (and receipt of the results thereof), production, development plans and performance expectations at the Relief Canyon mine and its ability to operate, finance, develop and operate Relief Canyon, including the timing and conclusions of the technical studies, data compilation and analysis occurring at Relief Canyon and the potential for reassessment of the remaining carrying value of the Relief Canyon asset; statements regarding the Galena Complex Recapitalization Plan, including with respect to underground development improvements, equipment procurement and the high-grade Phase II extension exploration drilling program and expected results thereof and completion of the shaft repair related to the Galena hoist project on its expected schedule and budget, and the realization of the anticipated benefits therefrom; Company's Cosalá Operations, including expected production levels; the ability of the Company to target higher-grade silver ores at the Cosalá Operations; statements relating to the future financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; material uncertainties that may impact the Company’s liquidity in the short term;  changes in accounting policies not yet in effect; permitting timelines; government regulation of mining operations; environmental risks; labour relations, employee recruitment and retention, and pension funding and valuation; the timing and possible outcomes of pending disputes or litigation; negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of the Company’s business; the Company’s dividend policy; the suspension of certain operating metrics such as cash costs and all-in sustaining costs for Relief Canyon; the liquidity of the Company’s common shares; and other events or conditions that may occur in the future. 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.

Page 1

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Some of the risks and other factors (some of which are beyond Americas Gold and Silver's control) that could cause results to differ materially from those expressed in the forward-looking statements and information contained in this MD&A include, but are not limited to: risks associated with market fluctuations in commodity prices; risks associated with generally elevated inflation; risks related to changing global economic conditions and market volatility, risks relating to geopolitical instability, political unrest, war, and other global conflicts may result in adverse effects on macroeconomic conditions, including volatility in financial markets, adverse changes in trade policies, inflation, supply chain disruptions, any or all of which may affect the Company's results of operations and financial condition; the Company’s dependence on the success of its Cosalá Operations, including the San Rafael project, the Galena Complex and the Relief Canyon mines, which are exposed to operational risks and other risks, including certain development and exploration related risks, as applicable; risks related to mineral reserves and mineral resources, development and production and the Company's ability to sustain or increase present production; risks related to global financial and economic conditions; risks related to government regulation and environmental compliance; risks related to mining property claims and titles, and surface rights and access; risks related to labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding and valuation; some 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 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; risks related to currency fluctuations that may adversely affect the financial condition of the Company; the Company may need additional capital in the future and may be unable to obtain it or to obtain it on favourable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; risks associated with any hedging activities of the Company; risks associated with the Company's business objectives; risks relating to mining and exploration activities and future mining operations; operational risks and hazards inherent in the mining industry; risks related to competition in the mining industry; 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; and risks relating to climate change and the legislation governing it.

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. The forward-looking statements contained in this MD&A represent the Company's views only as of the date such statements were made. 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 assumptions related to these plans, estimates, projections, beliefs and opinions 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.

Management’s Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation constitutes management’s review of the Company’s financial and operating performance for the three and six months ended June 30, 2023, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated August 14, 2023 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended June 30, 2023 and 2022. The unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2023 and 2022 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company 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.

Page 2

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

In this report, the management of the Company presents operating highlights for the three months ended June 30, 2023 (“Q2-2023”) compared to the three months ended June 30, 2022 (“Q2-2022”) and for the six months ended June 30, 2023 (“YTD-2023”) compared to the six months ended June 30, 2022 (“YTD-2022”) as well as comments on plans for the future. Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment.

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

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

Overview

The Company is a precious metals producer with two operations in the world's leading silver mining regions: the Galena Complex in Idaho, USA and the Cosalá Operations in Sinaloa, Mexico, and is advancing technical studies at the Relief Canyon mine (“Relief Canyon”) in Nevada, USA following a suspension of mining activities in August 2021.

In Idaho, USA, the Company operates the 60%-owned producing Galena Complex (40% owned by Mr. Eric Sprott (“Sprott”)) whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Company entered into a joint venture agreement with Sprott effective October 1, 2019 for a 40% non-controlling interest of the Galena Complex. The goal of the joint venture agreement is to position the Galena Complex to significantly grow resources, increase production, and reduce operating costs at the mine (the “Recapitalization Plan”).

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which includes the San Rafael silver-zinc-lead mine (“San Rafael”), after declaring commercial production in December 2017. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects including the Zone 120 silver-copper deposit and the El Cajón silver-copper deposit. 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, which it acquired on October 8, 2020.

In Nevada, USA, the Company is advancing technical studies at the 100%-owned, Relief Canyon located in Pershing County. The mine poured its first gold in February 2020 and declared commercial production in January 2021. Operations were suspended in August 2021 in order to resolve technical challenges related to the metallurgical characteristics of the deposit. The past-producing mine includes three historic open-pit mines, a crusher, ore conveying system, leach pads, and a refurbished heap-leach processing facility. The landholdings at Relief Canyon and the surrounding area cover over 11,700 hectares, providing the Company the potential to expand the Relief Canyon deposit and to explore for new discoveries close to existing processing infrastructure.

Page 3

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

The Company’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complementary projects. The Company is also focused on extending the mine life of its current assets through exploration and charting a path to profitability at the Galena Complex with the Recapitalization Plan, as well as resolving technical challenges at Relief Canyon. The Company will continue exploring and evaluating prospective areas accessible from existing infrastructure and the surface at the Galena Complex, and early-stage targets with an emphasis on the Cosalá District.

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 principal and registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company is a reporting issuer in each of the provinces of Canada, and is listed on the TSX trading under the symbol “USA” and on the NYSE American trading under the symbol “USAS”.

Recent Developments and Operational Discussion

Q2-2023 Highlights

• Revenue of $24.2 million for Q2-2023 representing an increase of $4.2 million compared to Q2-2022 primarily due to higher silver and lead production from the Galena<br> Complex, and higher silver production from the Cosalá Operations for a combined increase in silver production of 92%.
• A net loss of $7.1 million for Q2-2023, or an attributable loss of $0.03 per share representing a decrease in net loss of $2.2 million compared to Q2-2022, primarily due to<br> $4.2 million higher net revenue offset in part by $2.8 million higher cost of sales.
--- ---
• Consolidated attributable production of approximately 1.3 million ounces of silver equivalent^1^, including 0.6 million ounces of silver, 9.6 million pounds of<br> zinc and 5.9 million pounds of lead, with cost of sales of $13.12/oz silver equivalent produced^1^, cash costs of $10.00/oz silver produced^1^ and all-in sustaining costs of $16.78/oz silver produced^1^ during<br> the quarter.
--- ---
• The Company successfully installed the Galena Hoist which is now operational as of the end of Q2-2023 with only shaft repair remaining before final certification can be<br> obtained. These repairs are expected to be completed in Q4-2023.
--- ---
• Cash generated from operating activities^1^ improved by $2.9 million to $0.6 million during Q2-2023 compared to cash used in operating activities of $2.3 million<br> during Q2-2022 before changes in non-cash working capital items.
--- ---
• The Company had a cash and cash equivalents balance of $1.6 million and working capital^1^ deficit of $18.1 million as at June 30, 2023.
--- ---

Q2-2023 continued to be challenging due to the decrease in precious and base metals prices as investors adjusted capital flows and allocations in response to heightened recession expectations, inflationary impacts, general overall increased global interest rates, and the continuing conflict in the Ukraine, among other macroeconomic events. The market price of silver increased by 7% quarter-to-quarter to average $23.41 per ounce in June 2023 compared to an average price of $21.49 per ounce in June 2022. However, the market prices of both zinc and lead significantly decreased this period: zinc decreased from over $2/lb in April 2022 to averaging $1.07/lb in June 2023 (35% decrease quarter-to-quarter), and lead prices decreased from over $1.10/lb in April 2022 to averaging $0.96/lb in June 2023 (4% decrease). The Company is dependant on both precious and base metal prices for profitability and liquidity. In addition, the USD/MXN exchange ratio decreased during the second quarter to approximately 16.6:1 as at June 30, 2023 from over 20:1 in the second quarter of 2022.

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

Page 4

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Cosalá Operations

The Cosalá Operations produced approximately 335,000 ounces of silver, 9.6 million pounds of zinc and 3.2 million pounds of lead in Q2-2023, compared to approximately 128,000 ounces of silver (162% increase in silver production), 9.9 million pounds of zinc and 3.9 million pounds of lead in Q2-2022, benefitting from more production from the higher-grade silver areas in the Upper Zone of the San Rafael mine. Cash costs per silver ounce increased significantly in the quarter to $11.10 per ounce from $(25.89) per ounce in Q2-2022 due to the lower price of zinc (primarily) combined with lower base metal production, and the devaluation of the USD relative to the Mexican peso, partially offset by the increase in silver production between the periods.

Production at the Cosalá Operations during YTD-2023 was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on a decant tunnel as part of the long-term environmental plan at the operations. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

Galena Complex

The Galena Complex produced approximately 397,000 ounces of silver and 4.4 million pounds of lead in Q2-2023, compared to approximately 286,000 ounces of silver (a 39% increase in silver production) and 4.2 million pounds of lead in Q2-2022 (a 5% increase in lead production). These increases highlight the continuing benefit and further potential of increased production following completion of the Galena Recapitalization Plan which includes rehabilitation of the Galena shaft. Cash costs decreased to $17.74 per ounce silver in Q3-2022 from $22.09 per ounce silver the prior year with a similar decrease in AISC due to increases in both silver and lead production.

The Company began mining high-grade silver ore from the 3700 Level in mid-December 2022 and started development on the 4300 Level to access the Upper 360 Complex reserve area. The 4300 Level mining front will increase the number of producing stopes and boost production output to coincide with the completion of the Galena hoist project. The Galena hoist was operational by the end of Q2-2023. The Company is focused on finishing the remaining shaft repair work, which is not expected to impact production guidance for the Galena Complex in 2023The shaft was fully inspected with a LIDAR survey showing less than a few hundred feet of the shaft requiring more extensive repair. These repairs are expected to be completed in Q4-2023. The Galena hoist will increase hoisting capacity at the Galena Complex, support plans to increase production and improve operational flexibility. Cash costs per ounce at the Galena Complex are also anticipated to decrease with the completion of the Galena replacement hoist as the benefits of scaling economies on the existing cost base with higher grade silver ore are realized.

Galena Exploration Update

A diamond drill was relocated during the first quarter 2023 to the 4900 Level, while development to the final planned drill station on the 5500 Level is completed, to drill the projected down dip extension of the 360 Complex. This drill is also targeting the Caladay Zone which has historically been underexplored and is located east of all existing production workings. Hole 49-626 encountered high-grade mineralization approximately 10 meters above the 5500 Level and approximately 350 meters east of the nearest development on the 5500 Level. This area contains no current mineral reserve or mineral resource and has potential to be a new high-grade production area for the property.

Page 5

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

o 49-626: 650 g/t silver and 11.0% lead (1,054 g/t AgEq) over 7.7 m^2^^,3^
including: 1,209 g/t silver and 16.3% lead (1,815 g/t AgEq) over 0.6 m
--- ---
including: 521 g/t silver and 6.4% lead (759 g/t AgEq) over 1.1 m
--- ---
including: 1,797 g/t silver and 27.5% lead (2,817 g/t AgEq) over 1.0 m
--- ---
including: 1,005 g/t silver and 25.1% lead (1,914 g/t AgEq) over 0.8 m
--- ---
o 49-627: 203 g/t silver and 12.5% lead (653 g/t AgEq) over 1.8 m
--- --- ---
and: 335 g/t silver and 12.3% lead (777 g/t AgEq) over 0.9 m
--- ---
and: 185 g/t silver and 8.3% lead (484 g/t AgEq) over 1.3 m
--- ---
and: 744 g/t silver and 35.8% lead (2,033 g/t AgEq) over 0.7 m
--- ---

In addition to successful drilling from the 4900 Level testing the Caladay Zone and deep 360 Complex, the Company is also targeting the 360 Complex between modeled mineral reserve areas on the 4300 and 4900 Levels. Hole 46-324 provided impressive intercepts which corresponded with geological projections.

o 46-324: 400 g/t silver and 15.0% lead (942 g/t AgEq) over 1.1 m
and: 299 g/t silver and 12.0% lead (731 g/t AgEq) over 7.3 m
--- ---
including: 415 g/t silver and 14.4% lead (934 g/t AgEq) over 1.1 m
--- ---
including: 521 g/t silver and 24.5% lead (1,404 g/t AgEq) over 1.1 m
--- ---

A full table of the Company’s latest published drill results can be found at:

https://americas-gold.com/site/assets/files/4297/dr20230404.pdf.

The Company’s current consolidated mineral reserve and mineral resource statement can be found at:

https://americas-gold.com/site/assets/files/5151/reserves20230112.pdf.

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

Relief Canyon Update

The Company is continuing efforts to resolve metallurgical challenges experienced at Relief Canyon. Relief Canyon suspended mining operations as of August 13, 2021 with approval by the Board of Directors. The Company continues leaching operations and working to improve recovery through ongoing technical studies and metallurgical test programs. These technical studies have not yet identified an economical path to resuming near-term production. The Company will reassess the status of the operation as the results of these efforts (and others) become available and the results are evaluated.

Other Items During Fiscal 2023

On May 17, 2021, the Company announced it had entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC, acting as the lead agent, and Roth Capital Partners, LLC, as agent, pursuant to which the Company established an at-the-market equity program for aggregate gross proceeds to the Company of up to $50.0 million. This agreement expired on February 28, 2023 and approximately 44.1 million common shares were sold pursuant to the ATM Agreement with an average price per common share of approximately $1.01 for gross proceeds of approximately $44.4 million.

^3^ AgEq for drilling results only were calculated using metal prices of $20.00/oz silver, $3.00/lb copper and $1.05/lb lead and equivalent metallurgical recoveries were assumed for all metals (silver, lead and copper). Otherwise throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.

^4^ Meters represent “True Width” which is calculated for significant intercepts only and based on orientation axis of core across the estimated dip of the vein.

Page 6

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

On December 12, 2022, the Company amended its existing offtake agreement with Ocean Partners USA, Inc. for lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million (the “Facility”) to fund general working capital at the Galena Complex. Principal on the Facility is being repaid through semi-monthly installments deductible from concentrate deliveries primarily and can be redrawn on a revolving basis. The Facility was drawn in full in February 2023.

On February 26, 2023, the Company amended its metals delivery agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the right to increase its advance payment by $2.75 million per calendar quarter or up to $11.0 million in aggregate during fiscal 2023 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2025+). The first and second calendar quarter advance of $2.75 million per quarter were drawn in March and May 2023, respectively, with further draws expected for subsequent quarters during fiscal 2023 as allowed under the amendment.

On March 31, 2023, the Company amended the existing promissory note to Sandstorm with the remaining principal of $2.5 million to be repaid in four equal instalments due June 30 and October 1, 2023, and July 1 and October 1, 2024, in addition to amending its interest rate to 8% per annum.

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 Cosalá Operations and Galena Complex. The royalty reduces to 0.2% on attributable production from the Cosalá Operations and Galena Complex after the aggregate repayment of $4.0 million and may be eliminated thereafter with a buyout payment of $1.9 million.

On June 21, 2023, the Company’s issued an additional secured convertible debenture to an investor under the Company’s existing RoyCap Convertible Debenture, increasing the principal balance by C$8.0 million to a total of C$24.3 million outstanding at the end of the second quarter. The Company also amended the interest payable to 11% per annum, the conversion price to C$0.80, and extended the term of the maturity to July 1, 2024 with option to extend by incremental calendar quarters up to April 28, 2025, among other terms. The RoyCap Convertible Debenture’s outstanding balance was further reduced to C$23.3 million as of August 14, 2023, through additional retractions of C$1.0 million settled through issuance of approximately 2.1 million of the Company’s common shares.

2023 Guidance and 2024 Outlook

2023 Guidance1
Silver Production (oz) 2.2 - 2.6 Moz
Zinc Production (lb) 33 - 37 Mlb
Lead Production (lb) 22 - 26 Mlb
Copper Production (lb) -
Silver Equivalent Production (oz) 5.5 - 6 Moz
Cash Costs/Ag Oz Production ($/oz) 8.00 - 9.00/oz
Capital Expenditures - Sustaining ($) 9 - 10 M
Capital Expenditures - Discretionary ($) 3 - 4 M
Exploration Drilling - Discretionary ($) 3 - 4 M

All values are in US Dollars.

^1^ Throughout this MD&A, guidance for 2023 and outlook for 2024 was based on production of the Cosalá Operations at 100% and the Galena Complex at 60% (40% owned by Sprott), and silver equivalent production for guidance and outlook was<br> calculated based on $22.00/oz silver, $1.45/lb zinc, $1.00/lb lead, and $3.75/lb copper.

Page 7

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

The Company’s production guidance for 2023 remains unchanged with consolidated attributable silver equivalent production expected to range between 5.5 to 6 million ounces and with consolidated attributable silver production expected to range between 2.2 and 2.6 million ounces.

The Company anticipates consolidated silver equivalent production to further increase in 2024 benefitting from a full year of the increased hoisting capacity following the completion of the Galena hoist and higher silver contribution from the Cosalá Operations. Consolidated silver equivalent production for 2024 is expected to range between 6.5 to 7 million ounces.

Consolidated Results and Developments

Q2-2023 Q2-2022 YTD-2023 YTD-2022
Revenue ( M) 24.2 $ 20.0 $ 46.3 $ 46.4
Silver Produced (oz)1 573,382 299,228 1,073,059 599,544
Zinc Produced (lb)1 9,574,772 9,941,949 16,799,304 19,515,192
Lead Produced (lb)1 5,873,499 6,447,775 11,415,868 12,815,252
Total Silver Equivalent Produced (/oz)1,2 1,264,646 1,343,062 2,447,771 2,617,532
Cost of Sales/Ag Eq Oz Produced (/oz)1,3 13.12 $ 9.76 $ 12.30 $ 10.00
Cash Costs/Ag Oz Produced (/oz)1,3 10.00 $ (2.72 ) $ 10.55 $ (6.13 )
All-In Sustaining Costs/Ag Oz Produced (/oz)1,3 16.78 $ 5.37 $ 16.82 $ 1.34
Net Loss ( M) (7.1 ) $ (9.3 ) $ (17.6 ) $ (9.6 )
Comprehensive Income (Loss) ( M) (6.5 ) $ (7.0 ) $ (17.6 ) $ (4.2 )

All values are in US Dollars.

^1^ Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).
^2^ Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.
--- ---
^3^ This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
--- ---

Consolidated attributable silver production during Q2-2023 increased by 92% compared to the same period in Q2-2022. Consolidated attributable silver equivalent production during Q2-2023 decreased by 6% compared to Q2-2022. Despite the significant increase in silver production, YTD-2023 production was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in order to perform remedial work on a decant tunnel as part of the long-term environmental plan at the operation. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

Revenue increased by $4.2 million or 21% to $24.2 million for the three months ended June 30, 2023 from $20.0 million for the three months ended June 30, 2022. The increase was primarily due to higher revenue from the Galena Complex from higher silver and lead production during the period, plus higher revenue from the Cosalá Operations from higher silver production during the period, offset by lower zinc prices and lower base metal production at the Cosalá Operations. The average realized silver, zinc, and lead prices^1^ increased by 5% and decreased by 34%, and 1%, respectively, from Q2-2022 to Q2-2023. The average realized silver price of $23.58/oz. for Q2-2023 (Q2-2022 – $22.45/oz.) is comparable to the average London silver spot price of $24.20/oz. for Q2-2023 (Q2-2022 – $22.65/oz.).

^1^ These are supplementary or non-GAAP financial measures or ratios. See “Non-GAAP and Other Financial Measures” section for further information.

The Company recorded a net loss of $7.1 million for the three months ended June 30, 2023 compared to a net loss of $9.3 million for the three months ended June 30, 2022. The decrease in net loss was primarily attributable to higher net revenue, and lower foreign exchange loss, offset in part by higher cost of sales, and lower gain on fair value of metals contract liability. These variances are further discussed in the following sections.

^4^ These are supplementary or non-GAAP financial measures or ratios. See “Non-GAAP and Other Financial Measures” section for further information.

Page 8

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Cosalá Operations

Q2-2023 Q2-2022 YTD-2023 YTD-2022
Tonnes Milled 150,370 147,583 276,651 288,175
Silver Grade (g/t) 93 50 91 51
Zinc Grade (%) 3.56 3.96 3.43 3.96
Lead Grade (%) 1.38 1.65 1.38 1.71
Silver Recovery (%) 74.9 53.7 73.8 53.8
Zinc Recovery (%) 81.1 77.2 80.3 77.6
Lead Recovery (%) 70.7 73.1 70.8 71.6
Silver Produced (oz) 334,992 127,803 600,113 254,570
Zinc Produced (lb) 9,574,772 9,941,949 16,799,304 19,515,192
Lead Produced (lb) 3,221,616 3,915,273 5,938,413 7,793,520
Total Silver Equivalent Produced (/oz)1,2 918,354 1,063,644 1,745,922 2,053,844
Silver Sold (oz) 349,165 116,564 587,364 239,841
Zinc Sold (lb) 8,955,472 9,280,165 15,998,450 18,428,995
Lead Sold (lb) 3,152,439 3,570,350 5,764,682 7,335,305
Cost of Sales/Ag Eq Oz Produced (/oz)2 11.93 $ 7.48 $ 10.62 $ 7.70
Cash Costs/Ag Oz Produced (/oz)2 4.51 $ (35.97 ) $ 4.56 $ (42.39 )
All-In Sustaining Costs/Ag Oz Produced (/oz)2 11.10 $ (25.89 ) $ 10.41 $ (34.17 )

All values are in US Dollars.

^1^ Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.
^2^ This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
--- ---

The Cosalá Operations benefitted from more production from the higher-grade silver areas in the Upper Zone of the San Rafael mine resulting in a 162% increase in silver production compared to Q2-2022, though with lower production of zinc and lead due to lower base metal grades. Cash costs per silver ounce increased significantly in the quarter to $11.10 per ounce from $(25.89) per ounce in Q2-2022 due to the lower price of zinc and lower base metal production, and the devaluation of the U.S. dollar relative to the Mexican peso, partially offset by the increase in silver production between the periods.

Production at the Cosalá Operations during YTD-2023 was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on the decant tunnel as part of the long-term environmental plan at the operations. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

Page 9

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Galena Complex

Q2-2023 Q2-2022 YTD-2023 YTD-2022
Tonnes Milled 30,721 28,585 61,922 58,385
Silver Grade (g/t) 412 319 406 315
Lead Grade (%) 6.94 6.99 7.12 6.82
Silver Recovery (%) 97.8 97.5 97.6 97.3
Lead Recovery (%) 94.1 95.8 93.9 95.3
Silver Produced (oz) 397,316 285,707 788,243 574,956
Lead Produced (lb) 4,419,805 4,220,837 9,129,092 8,369,554
Total Silver Equivalent Produced (/oz)1,2 577,154 465,697 1,169,749 939,480
Silver Sold (oz) 379,653 274,162 780,053 579,059
Lead Sold (lb) 4,412,416 4,029,850 9,051,635 8,450,602
Cost of Sales/Ag Eq Oz Produced (/oz)2 16.28 $ 18.46 $ 16.49 $ 18.41
Cash Costs/Ag Oz Produced (/oz)2 17.74 $ 22.09 $ 18.17 $ 20.62
All-In Sustaining Costs/Ag Oz Produced (/oz)2 24.74 $ 28.67 $ 24.96 $ 27.55
All-In Sustaining Costs with Galena
Recapitalization Plan/Ag Oz Produced (/oz)2 28.89 $ 36.75 $ 30.30 $ 34.25

All values are in US Dollars.

^1^ Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.
^2^ This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
--- ---

The Galena Complex increased silver production by over 39% in Q2-2023, producing approximately 397,000 ounces of silver and 4.4 million pounds of lead. These increases highlight the continuing benefit and further potential of increased production following completion of the Galena Recapitalization Plan which includes rehabilitation of the Galena shaft. Cash costs decreased to $17.74 per ounce silver in Q2-2023 from $22.09 per ounce silver in Q2-2022 with a similar decrease in AISC due to the increase silver and lead production.

The Company began mining high-grade silver ore from the 3700 Level in mid-December 2022 and started development on the 4300 Level to access the Upper 360 Complex reserve area. The 4300 Level mining front will increase the number of producing stopes and boost production output to coincide with the completion of the Galena hoist project. The Galena hoist was operational by the end of Q2-2023. The Company is focused on finishing the remaining shaft repair work, which is not expected to impact production guidance for the Galena Complex in 2023. The shaft was fully inspected with a LIDAR survey showing less than a few hundred feet of the shaft requiring more extensive repair. These repairs are expected to be completed in Q4-2023. The Galena hoist will increase hoisting capacity at the Galena Complex, support plans to increase production and improve operational flexibility. Cash costs per ounce at the Galena Complex are also anticipated to decrease with the completion of the Galena replacement hoist as the benefits of scaling economies on the existing cost base with higher grade silver ore are realized.

Results of Operations

Analysis of the three months ended June 30, 2023 vs. the three months ended June 30, 2022

The Company recorded a net loss of $7.1 million for the three months ended June 30, 2023 compared to a net loss of $9.3 million for the three months ended June 30, 2022. The decrease in net loss was primarily attributable to higher net revenue ($4.2 million), and lower foreign exchange loss ($2.8 million), offset in part by higher cost of sales ($2.8 million), and lower gain on fair value of metals contract liability ($1.5 million), each of which are described in more detail below.

Page 10

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Revenue increased by $4.2 million to $24.2 million for the three months ended June 30, 2023 from $19.9 million for the three months ended June 30, 2022. The increase was primarily due to $3.7 million higher revenue from the Galena Complex from higher silver and lead production during the period, plus $0.6 million higher revenue from the Cosalá Operations from higher silver production during the period. These increases were offset by lower base metal production and lower realized zinc prices at the Cosalá Operations during the period.

Cost of sales increased by $2.8 million to $20.5 million for the three months ended June 30, 2023 from $17.7 million for the three months ended June 30, 2022. The increase was primarily due to $3.0 million and $0.8 million increase in cost of sales from the Cosalá Operations and Galena Complex, respectively, due to increase in operating costs due to global inflation and the devaluation of the U.S. dollar relative to the Mexican peso, offset in part by $1.0 million decrease in inventory net realizable value write-downs at Relief Canyon recognized during the period.

Foreign exchange loss decreased by $2.8 million to a $0.9 million gain for the three months ended June 30, 2023 from a $1.9 million loss for the three months ended June 30, 2022 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Canadian subsidiaries.

Gain on fair value of metals contract liability decreased by $1.5 million to a $1.7 million gain for the three months ended June 30, 2023 from a $3.2 million gain for the three months ended June 30, 2022 due to the change in fair value of the Company’s metals contract liability to Sandstorm during the period, primarily due to the increase in gold price forward curve compared to prior periods.

Analysis of the six months ended June 30, 2023 vs. the six months ended June 30, 2022

The Company recorded a net loss of $17.6 million for the six months ended June 30, 2023 compared to a net loss of $9.6 million for the six months ended June 30, 2022. The increase in net loss was primarily attributable to higher cost of sales ($4.0 million), higher interest and financing expense ($2.0 million), lower gain on fair value of metals contract liability ($1.3 million), and prior period gain on government loan forgiveness ($4.3 million), offset in part by lower depletion and amortization ($1.4 million), and lower foreign exchange loss ($1.7 million), each of which are described in more detail below.

Revenue decreased by $0.1 million to $46.3 million for the six months ended June 30, 2023 from $46.4 million for the six months ended June 30, 2022. The decrease was primarily due to $4.5 million lower revenue from the Cosalá Operations from lower realized metals prices during the period and lower zinc and lead production from a 17-day maintenance shutdown, offset by $4.4 million higher revenue from the Galena Complex from higher silver and lead production during the period.

Cost of sales increased by $4.0 million to $38.3 million for the six months ended June 30, 2023 from $34.3 million for the six months ended June 30, 2022. The increase was primarily due to $2.7 million and $2.0 million increase in cost of sales from the Cosalá Operations and Galena Complex, respectively, due to increase in operating costs, primarily related to increases in employee costs and the USD/MXN exchange rate, offset in part by $0.8 million decrease in inventory net realizable value write-downs at Relief Canyon recognized during the period.

Depletion and amortization decreased by $1.4 million to $10.3 million for the six months ended June 30, 2023 from $11.7 million for the six months ended June 30, 2022. The decrease was primarily due to $1.7 million decrease in depletion and amortization from the Relief Canyon mine following the write down of its net asset carrying amount in fiscal 2022.

Interest and financing expense increased by $2.0 million mainly due to higher financing expense and lease accretion recognized during the period.

Foreign exchange loss decreased by $1.7 million to a $0.5 million gain for the six months ended June 30, 2023 from a $1.2 million loss for the six months ended June 30, 2022 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Canadian subsidiaries.

Page 11

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Gain on fair value of metals contract liability decreased by $1.3 million to a $0.9 million loss for the six months ended June 30, 2023 from a $0.4 million gain for the six months ended June 30, 2022 due to the change in fair value of the Company’s metals contract liability to Sandstorm during the period, primarily due to the increase in gold price forward curve compared to prior periods.

Gain on government loan forgiveness of $4.3 million was recorded during fiscal 2022 as forgiveness of the Company’s loan through the Paycheck Protection Program from the U.S. CARES Act was confirmed during the period.

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with June 30, 2023.

Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q3
2023 2023 2022 2022 2022 2022 2021 ^1,5^ 2021 ^1,5^
Revenue ( M) 24.2 $ 22.1 $ 20.3 $ 18.3 $ 20.0 $ 26.4 $ 14.2 $ 10.9
Net Loss ( M) (7.1 ) (10.5 ) (11.0 ) (24.6 ) (9.3 ) (0.3 ) (32.4 ) (18.6 )
Comprehensive Income (Loss) ( M) (6.5 ) (11.1 ) (14.3 ) (20.1 ) (7.0 ) 2.8 (34.9 ) (19.1 )
Silver Produced (oz)2 573,382 499,677 377,353 331,304 299,228 300,316 61,001 -
Zinc Produced (lb)2 9,574,772 7,224,532 10,369,679 9,434,924 9,941,949 9,573,243 4,164,185 -
Lead Produced (lb)2 5,873,499 5,542,369 5,926,134 5,865,288 6,447,775 6,367,477 1,672,806 -
Cost of Sales/Ag Eq Oz Produced (/oz)2,3,4 13.12 $ 11.43 $ 9.20 $ 10.33 $ 9.76 $ 10.26 $ 7.47 -
Cash Costs/Ag Oz Produced (/oz)2,3,4 10.00 $ 11.18 $ 3.62 $ 10.01 $ (2.72 ) $ (9.55 ) $ (18.53 ) -
All-In Sustaining Costs/Ag Oz Produced (/oz)2,3,4 16.78 $ 16.87 $ 14.89 $ 18.66 $ 5.37 $ (2.67 ) $ (14.67 ) -
Current Assets (qtr. end) ( M) 26.8 $ 25.3 $ 25.4 $ 19.3 $ 29.1 $ 29.0 $ 23.5 $ 28.3
Current Liabilities (qtr. end) ( M) 44.9 45.0 42.1 36.0 38.1 33.5 45.6 38.2
Working Capital (qtr. end) ( M) (18.1 ) (19.7 ) (16.7 ) (16.7 ) (9.0 ) (4.5 ) (22.1 ) (9.9 )
Total Assets (qtr. end) ( M) 193.2 $ 192.0 $ 190.8 $ 186.5 $ 209.4 $ 215.8 $ 213.4 $ 205.5
Total Liabilities (qtr. end) ( M) 104.7 100.1 92.2 81.0 90.2 93.7 109.6 80.8
Total Equity (qtr. end) ( M) 88.5 91.9 98.6 105.5 119.2 122.1 103.8 124.7

All values are in US Dollars.

^1^ Production results are nil for the Cosalá Operations from Q2-2020 to Q3-2021 due to it being placed under care and maintenance effective February 2020 as a result of the illegal blockade and exclude the Galena Complex due to suspension<br> of certain operating metrics during the Galena Recapitalization Plan implementation.
^2^ Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).
--- ---
^3^ Costs per ounce measurements during Q4-2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this MD&A, all other production results from the<br> Cosalá Operations during Q4-2021 were determined based on total production during the period.
--- ---
^4^ This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
--- ---
^5^ Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Accounting Standards and Pronouncements” section for further information.
--- ---

Page 12

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Liquidity

The change in cash since December 31, 2022 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2022 $ 2.0
Cash generated from operations 0.6
Expenditures on property, plant and equipment (11.4 )
Lease payments (2.0 )
Repayments to promissory note (0.6 )
At-the-market offering 2.3
Pre-payment facility 3.0
Financing from RoyCap convertible debenture 6.0
Metals contract liability 0.7
Royalty payable 3.8
Contribution from non-controlling interests 2.3
Proceeds from disposal of assets 0.8
Decrease in trade and other receivables (1.5 )
Change in inventories (1.5 )
Change in prepaid expenses (0.2 )
Change in trade and other payables (1.7 )
Change in foreign exchange rates (1.0 )
Closing cash balance as at June 30, 2023 $ 1.6

The Company’s cash and cash equivalents balance decreased from $2.0 million to $1.6 million since December 31, 2022 with a working capital deficit of $18.1 million. This minor decrease was mainly due to an increase in cash from net proceeds received from the at-the-market offering, pre-payment facility, convertible debenture, royalty payable, and contribution from non-controlling interests, offset by expenditures of property, plant and equipment (including the Galena hoist project), and increased operating costs. Current liabilities as at June 30, 2023 were $44.9 million which is $2.8 million higher than at December 31, 2022, principally due to an increase balance in the revolving pre-payment 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 and Galena Complex, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due. The Company’s cash flow is dependent upon its ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels.

Page 13

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

        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 Galena Complex Recapitalization Plan, the timing of the shaft repair, and the expected increase in hoisting capacity. At June 30, 2023, the Company does not have sufficient liquidity on hand
        to fund its expected operations for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations. From 2020 to year-to-date 2023, the Company has been successful in raising
        funds through equity offerings \(including at-the-market offerings\), debt arrangements, convertible debentures, royalty sales, and non-core asset sales. The Company issued an aggregate of $33.75 million CAD in convertible debentures, raised an
        aggregate of $44.4 million through an at-the-market equity offering on the New York Stock Exchange American to fund the Company’s planned operations, amended its existing precious metals delivery and purchase agreement for the right to increase
        its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws expected during each quarter of fiscal 2023 as allowed under the amendment, entered into a pre-payment facility, restructured a
        promissory note, and believes it will be able to raise additional financing as needed. In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project and shaft repair are finalized on the currently anticipated
        timing and budget and the Galena Complex is optimized on our current plans, and the outlook for silver, zinc, copper, and lead prices remains positive, the Company believes that cash flow will be sufficient to fund ongoing operations. However,
        additional impairments to the carrying value of the Company’s mining interests and property and equipment may also be required depending on ongoing technical studies at Relief Canyon, or if precious and/or base metal prices decrease from their
        current levels.

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

The Company received confirmation via letters from the U.S. Internal Revenue Service that $5.3 million in refunds were approved through the Employee Retention Credit from the U.S. CARES Act to assist with payroll and other expenses at the Galena Complex during the COVID-19 pandemic. $3.5 million in refunds was received in January 2023 with the remaining $1.8 million received in April 2023.

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 14 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2022). 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 currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $0.9 million per year for each of the next 5 years (excluding fiscal 2022 funding requirements paid in January 2023), with approximately $0.4 million funded during fiscal 2023 (as of August 14, 2023). 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 Q2-2023 and adjusted by approximately $1.3 million as a result of unrealized gains on returns net of increases to interest rates set by central banks and governments globally. The Company expects to continue to review the pension valuation quarterly.

Page 14

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

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, this 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 $11.4 million during the six months ended June 30, 2023 (2022: $8.0 million). Money was spent on purchase of property, plant and equipment mostly associated with the Galena Complex Recapitalization Plan.

The following table sets out the Company’s contractual obligations as of June 30, 2023:

Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 25,810 $ 25,810 $ - $ - $ -
Pre-payment facility 3,000 $ 3,000 - - -
Promissory note 1,875 625 1,250 - -
Interest on promissory note 126 88 38 - -
RoyCap convertible debenture 18,353 - 18,353 - -
Interest on RoyCap convertible debenture 2,022 1,856 166 - -
Government loan 222 222 - - -
Royalty payable 5,749 2,475 3,274 - -
Metals contract liability 33,236 11,681 21,555 - -
Projected pension contributions 5,056 998 1,724 1,853 481
Decommissioning provision 20,369 - - - 20,369
Other long-term liabilities 1,726 - 751 374 601
Total $ 117,544 $ 46,755 $ 47,111 $ 2,227 $ 21,451

1 – Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details available in Note 19 of the unaudited condensed interim consolidated financial statements for the six months ended June 30, 2023.

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

Off-Balance Sheet Arrangements

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

Transactions with Related Parties

There were no related party transactions for the six months ended June 30, 2023.

Page 15

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

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 30, 2023 or the Company’s MD&A for the year ended December 31, 2022 dated March 15, 2023. Any of these risk elements could have material adverse effects on the business of the Company. See note 24 – Financial risk
  management of the Company’s audited consolidated financial statements for the year ended December 31, 2022 and note 19 – Financial risk management of the Company’s unaudited condensed interim consolidated financial statements for the six months ended
  June 30, 2023 and 2022.

The Company’s condensed interim consolidated financial statements for the three and six months ended June 30, 2023 and 2022 contain going concern disclosure

The Company’s condensed interim consolidated financial statements for the three and six months ended June 30, 2023 and 2022 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. These circumstances cast substantial doubt on the Company’s ability to continue as a going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. 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 but not yet applied

The Company adopted amendments to IAS 12 - Income Taxes requiring companies to recognize deferred tax on transactions that give rise to equal amounts of taxable and deductible temporary differences on initial recognition. The amendments were effective for accounting periods beginning on or after January 1, 2023 and adoption did not have a material impact on the Company’s financial statements.

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

Financial Instruments

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

As at June 30, 2023, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.

Page 16

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As at June 30, 2023, there were 212,107,575 common shares and nil preferred shares issued and outstanding.

  As at August 14, 2023, there were 216,479,222 common shares and nil preferred shares issued and outstanding, and 16,270,000 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the
  exercise of warrants is 4,775,792.

Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR"), as those terms are defined in National Instrument 52‐109 ‐ Certification of Disclosure in Issuers’ Annual and Interim Filings ("NI 52‐109").

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

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

As at June 30, 2023, the Company’s CEO and CFO have certified that the DC&P are effective and that during the period ended June 30, 2023, the Company did not make any material changes in the ICFR that materially affected or are reasonably likely to materially affect the Company’s ICFR.

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

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 Daren Dell, P.Eng., Chief Operating Officer of the Company. Mr. Dell 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.

Page 17

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Non-GAAP and Other Financial Measures

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

● average realized silver, zinc and lead prices;
● cost of sales/Ag Eq oz produced;
--- ---
● cash costs/Ag oz produced;
--- ---
● all-in sustaining costs/Ag oz produced;
--- ---
● net cash generated from operating activities;
--- ---
● working capital; and
--- ---
● silver equivalent production (Ag Eq).
--- ---

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

Average Realized Silver, Zinc and Lead Prices

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

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

Page 18

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Reconciliation of Average Realized Silver, Zinc and Lead Prices
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Gross silver sales revenue ('000) $ 17,269 $ 8,748 $ 31,675 $ 18,995
Payable metals and fixed pricing adjustments ('000) (87 ) 25 (86 ) 10
Payable silver sales revenue ('000) $ 17,182 $ 8,773 $ 31,589 $ 19,005
Divided by silver sold (oz) 728,818 390,726 1,367,417 818,900
Average realized silver price ($/oz) $ 23.58 $ 22.45 $ 23.10 $ 23.21
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Gross zinc sales revenue ('000) $ 10,071 $ 15,984 $ 20,026 $ 31,584
Payable metals and fixed pricing adjustments ('000) (24 ) (115 ) (15 ) (102 )
Payable zinc sales revenue ('000) $ 10,047 $ 15,869 $ 20,011 $ 31,482
Divided by zinc sold (lb) 8,955,472 9,280,165 15,998,450 18,428,995
Average realized zinc price ($/lb) $ 1.12 $ 1.71 $ 1.25 $ 1.71
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Gross lead sales revenue ('000) $ 7,192 $ 7,333 $ 14,189 $ 15,999
Payable metals and fixed pricing adjustments ('000) 4 (49 ) 11 (56 )
Payable lead sales revenue ('000) $ 7,196 $ 7,284 $ 14,200 $ 15,943
Divided by lead sold (lb) 7,564,855 7,600,200 14,816,317 15,785,907
Average realized lead price ($/lb) $ 0.95 $ 0.96 $ 0.96 $ 1.01

Cost of Sales/Ag Eq Oz Produced

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

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced^1^
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 20,357 $ 16,552 $ 37,836 $ 33,106
Less non-controlling interests portion ('000) (3,759 ) (3,440 ) (7,718 ) (6,918 )
Attributable cost of sales ('000) 16,598 13,112 30,118 26,188
Divided by silver equivalent produced (oz) 1,264,646 1,343,062 2,447,771 2,617,532
Cost of sales/Ag Eq oz produced ($/oz) $ 13.12 $ 9.76 $ 12.30 $ 10.00
Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced
--- --- --- --- --- --- --- --- ---
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 10,959 $ 7,953 $ 18,541 $ 15,812
Divided by silver equivalent produced (oz) 918,354 1,063,644 1,745,922 2,053,844
Cost of sales/Ag Eq oz produced ($/oz) $ 11.93 $ 7.48 $ 10.62 $ 7.70

Page 19

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 9,398 $ 8,599 $ 19,295 $ 17,294
Divided by silver equivalent produced (oz) 577,154 465,697 1,169,749 939,480
Cost of sales/Ag Eq oz produced ($/oz) $ 16.28 $ 18.46 $ 16.49 $ 18.41
^1^ Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).
--- ---

Cash Costs and Cash Costs/Ag Oz Produced

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

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

Reconciliation of Consolidated Cash Costs/Ag Oz Produced^1^
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 20,357 $ 16,552 $ 37,836 $ 33,106
Less non-controlling interests portion ('000) (3,759 ) (3,440 ) (7,718 ) (6,918 )
Attributable cost of sales ('000) 16,598 13,112 30,118 26,188
Non-cash costs ('000) (822 ) 71 (543 ) (1,725 )
Direct mining costs ('000) $ 15,776 $ 13,183 $ 29,575 $ 24,463
Smelting, refining and royalty expenses ('000) 5,867 6,447 11,109 12,074
Less by-product credits ('000) (15,901 ) (20,440 ) (29,358 ) (40,215 )
Cash costs ('000) $ 5,742 $ (810 ) $ 11,326 $ (3,678 )
Divided by silver produced (oz) 573,382 299,228 1,073,059 599,544
Cash costs/Ag oz produced ($/oz) $ 10.00 $ (2.72 ) $ 10.55 $ (6.13 )
Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced
--- --- --- --- --- --- --- --- --- --- --- --- ---
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 10,959 $ 7,953 $ 18,541 $ 15,812
Non-cash costs ('000) (793 ) 20 (501 ) (1,421 )
Direct mining costs ('000) $ 10,166 $ 7,973 $ 18,040 $ 14,391
Smelting, refining and royalty expenses ('000) 4,839 5,485 9,027 10,184
Less by-product credits ('000) (13,493 ) (18,055 ) (24,332 ) (35,366 )
Cash costs ('000) $ 1,512 $ (4,597 ) $ 2,735 $ (10,791 )
Divided by silver produced (oz) 334,992 127,803 600,113 254,570
Cash costs/Ag oz produced ($/oz) $ 4.51 $ (35.97 ) $ 4.56 $ (42.39 )

Page 20

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Reconciliation of Galena Complex Cash Costs/Ag Oz Produced
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cost of sales ('000) $ 9,398 $ 8,599 $ 19,295 $ 17,294
Non-cash costs ('000) (49 ) 85 (70 ) (507 )
Direct mining costs ('000) $ 9,349 $ 8,684 $ 19,225 $ 16,787
Smelting, refining and royalty expenses ('000) 1,713 1,603 3,470 3,150
Less by-product credits ('000) (4,012 ) (3,975 ) (8,376 ) (8,081 )
Cash costs ('000) $ 7,050 $ 6,312 $ 14,319 $ 11,856
Divided by silver produced (oz) 397,316 285,707 788,243 574,956
Cash costs/Ag oz produced ($/oz) $ 17.74 $ 22.09 $ 18.17 $ 20.62
^1^ Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).
--- ---

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

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

All-in sustaining costs is cash costs plus all development, capital expenditures, and exploration spending, excluding costs related to the Galena Recapitalization Plan implementation.

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced^1^
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cash costs ('000) $ 5,742 $ (810 ) $ 11,326 $ (3,677 )
Capital expenditures ('000) 3,205 2,138 5,624 3,761
Exploration costs ('000) 672 278 1,099 722
All-in sustaining costs ('000) $ 9,619 $ 1,606 $ 18,049 $ 806
Divided by silver produced (oz) 573,382 299,228 1,073,059 599,544
All-in sustaining costs/Ag oz produced ($/oz) $ 16.78 $ 5.37 $ 16.82 $ 1.34
Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced
--- --- --- --- --- --- --- --- --- --- ---
Q2-2023 YTD-2022 YTD-2023 YTD-2022
Cash costs ('000) $ 1,512 $ (4,597 ) $ 2,735 $ (10,791 )
Capital expenditures ('000) 1,896 1,022 3,079 1,393
Exploration costs ('000) 312 266 431 700
All-in sustaining costs ('000) $ 3,720 $ (3,309 ) $ 6,245 $ (8,698 )
Divided by silver produced (oz) 334,992 127,803 600,113 254,570
All-in sustaining costs/Ag oz produced ($/oz) $ 11.10 $ (25.89 ) $ 10.41 $ (34.17 )

Page 21

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced
Q2-2023 YTD-2022 YTD-2023 YTD-2022
Cash costs ('000) $ 7,050 $ 6,312 $ 14,319 $ 11,856
Capital expenditures ('000) 2,181 1,860 4,241 3,946
Exploration costs ('000) 599 20 1,113 37
All-in sustaining costs ('000) $ 9,830 $ 8,192 $ 19,673 $ 15,839
Galena Complex Recapitalization Plan costs ('000) 1,648 2,308 4,213 3,855
All-in sustaining costs with Galena Recapitalization Plan ('000) $ 11,478 $ 10,500 $ 23,886 $ 19,694
Divided by silver produced (oz) 397,316 285,707 788,243 574,956
All-in sustaining costs/Ag oz produced ($/oz) $ 24.74 $ 28.67 $ 24.96 $ 27.55
All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz) $ 28.89 $ 36.75 $ 30.30 $ 34.25
^1^ Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).
--- ---

Net Cash Generated from Operating Activities

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

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

Reconciliation of Net Cash Generated from Operating Activities
Q2-2023 Q2-2022 YTD-2023 YTD-2022
Cash generated from (used in) operating activities ('000) $ 642 $ (2,312 ) $ 550 $ 4,137
Changes in non-cash working capital items ('000) (6,586 ) 9,284 (4,834 ) 1,012
Net cash generated from (used in) operating activities ('000) $ (5,944 ) $ 6,972 $ (4,284 ) $ 5,149

Working Capital

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

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

Reconciliation of Working Capital
Q2-2023 Q2-2022
Current Assets ('000) $ 26,768 $ 29,091
Less current liabilities ('000) (44,909 ) (38,061 )
Working capital ('000) $ (18,141 ) $ (8,970 )

Page 22

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2023

Supplementary Financial Measures

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

Silver Equivalent Production

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

Page 23

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Darren Blasutti, 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<br> interim period ended Jume 30, 2023.
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<br> 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<br> 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<br> 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<br> 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<br> purposes in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
--- ---
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design:<br> The issuer has disclosed in its interim MD&A
--- ---

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our

design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day

of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special

purpose entity or business that the issuer acquired that has been proportionately

consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and<br><br> ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2023

“Darren Blasutti”

Darren Blasutti

President & Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation (the “issuer”) for the<br> interim period ended June 30, 2023.
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<br> 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<br> 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<br> 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<br> 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<br> purposes in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
--- ---
5.2 ICFR – material weakness relating to design: N/A
5.3 Limitation on scope of design:<br> The issuer has disclosed in its interim MD&A
--- ---

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our

design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day

of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special

purpose entity or business that the issuer acquired that has been proportionately

consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023 and<br><br> ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14 , 2023

“Warren Varga”

Warren Varga

Chief Financial Officer

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