Americas Gold & Silver Corp 6-K, filed Nov 14, 2022
Americas Gold & Silver Corp (USAS)
6-K
2022-11-14
For: 2022-11-10
View Original
Added on
April 11, 2026
About this 6-K
Americas Gold & Silver Corp filed this 6-K on November 14, 2022.
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
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number 001-37982
|
AMERICAS GOLD AND SILVER CORPORATION
|
|
(Translation of registrant’s name into English)
|
|
145 King Street West, Suite 2870
Toronto, Ontario, Canada
M5H 1J8
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|
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
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Form 20-F
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☐
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Form 40-F
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☒
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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): ☐
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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.
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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): ☐
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|
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
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
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
submission or other Commission filing on EDGAR.
|
INCORPORATION BY REFERENCE
Exhibits 99.1 to 99.4 of this Form 6-K of Americas Gold and Silver Corporation (the “Company”) are hereby incorporated by
reference into the Registration Statement on Form F-10 (File No. 333-240504) of the Company, as amended or supplemented.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMERICAS GOLD AND SILVER CORPORATION
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|
| /s/ Peter McRae | ||
| Date: November 14, 2022 | Peter McRae | |
| Chief Legal Officer and Senior Vice President Corporate Affairs | ||
INDEX TO EXHIBITS
Exhibit 99.1
AMERICAS GOLD AND SILVER CORPORATION
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2022 and 2021
(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)
|
|
September 30,
|
December 31,
|
||||||
|
As at
|
2022
|
2021
|
||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$
|
2,406
|
$
|
2,900
|
||||
|
Trade and other receivables (Note 5)
|
4,425
|
8,208
|
||||||
|
Inventories (Note 6)
|
8,690
|
10,009
|
||||||
|
Prepaid expenses
|
3,791
|
2,426
|
||||||
|
|
$
|
19,312
|
$
|
23,543
|
||||
|
Non-current assets
|
||||||||
|
Restricted cash
|
4,099
|
4,078
|
||||||
|
Inventories (Note 6)
|
4,486
|
7,900
|
||||||
|
Property, plant and equipment (Note 7)
|
158,596
|
177,913
|
||||||
|
Total assets
|
$
|
186,493
|
$
|
213,434
|
||||
|
|
||||||||
|
Liabilities
|
||||||||
|
Current liabilities
|
||||||||
|
Trade and other payables
|
$
|
20,371
|
$
|
20,576
|
||||
|
Metals contract liability (Note 8)
|
10,033
|
11,971
|
||||||
|
Derivative instruments (Note 9)
|
1,596
|
2,162
|
||||||
|
Glencore pre-payment facility
|
-
|
1,451
|
||||||
|
Promissory note
|
3,750
|
5,000
|
||||||
|
Government loan (Note 10)
|
222
|
4,499
|
||||||
|
|
35,972
|
45,659
|
||||||
|
Non-current liabilities
|
||||||||
|
Other long-term liabilities
|
1,285
|
1,543
|
||||||
|
Metals contract liability (Note 8)
|
20,026
|
28,934
|
||||||
|
RoyCap convertible debenture (Note 9)
|
7,898
|
8,665
|
||||||
|
Post-employment benefit obligations
|
5,067
|
10,866
|
||||||
|
Decommissioning provision
|
10,479
|
13,444
|
||||||
|
Deferred tax liabilities (Note 17)
|
280
|
488
|
||||||
|
Total liabilities
|
81,007
|
109,599
|
||||||
|
|
||||||||
|
Equity
|
||||||||
|
Share capital (Note 11)
|
442,891
|
423,098
|
||||||
|
Equity reserve
|
52,981
|
51,088
|
||||||
|
Foreign currency translation reserve
|
10,294
|
6,833
|
||||||
|
Deficit
|
(415,720
|
)
|
(387,949
|
)
|
||||
|
Attributable to shareholders of the Company
|
90,446
|
93,070
|
||||||
|
Non-controlling interests (Note 13)
|
15,040
|
10,765
|
||||||
|
Total equity
|
$
|
105,486
|
$
|
103,835
|
||||
|
|
||||||||
|
Total liabilities and equity
|
$
|
186,493
|
$
|
213,434
|
||||
Contingencies (Note 20), Subsequent events (Note 21)
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
P a g e | 1
Americas Gold and Silver Corporation
Condensed interim consolidated statements of loss and comprehensive loss
(In thousands of U.S. dollars, except share and per share amounts, unaudited)
|
|
For the three-month period ended
|
For the nine-month period ended
|
||||||||||||||
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
|
2022
|
2021
|
2022
|
2021Revised (1)
|
||||||||||||
|
|
||||||||||||||||
|
Revenue (Note 14)
|
$
|
18,310
|
$
|
10,853
|
$
|
64,694
|
$
|
30,801
|
||||||||
|
|
||||||||||||||||
|
Cost of sales (Note 15)
|
(18,660
|
)
|
(15,963
|
)
|
(52,997
|
)
|
(70,470
|
)
|
||||||||
|
Depletion and amortization (Note 7)
|
(4,704
|
)
|
(4,264
|
)
|
(16,423
|
)
|
(11,565
|
)
|
||||||||
|
Care and maintenance costs
|
(1,140
|
)
|
(5,157
|
)
|
(3,474
|
)
|
(9,457
|
)
|
||||||||
|
Corporate general and administrative (Note 16)
|
(2,043
|
)
|
(2,836
|
)
|
(6,743
|
)
|
(7,296
|
)
|
||||||||
|
Exploration costs
|
(1,056
|
)
|
(613
|
)
|
(3,056
|
)
|
(3,120
|
)
|
||||||||
|
Accretion on decommissioning provision
|
(115
|
)
|
(53
|
)
|
(301
|
)
|
(151
|
)
|
||||||||
|
Interest and financing expense
|
(971
|
)
|
(932
|
)
|
(3,076
|
)
|
(2,687
|
)
|
||||||||
|
Foreign exchange gain (loss)
|
(2,445
|
)
|
770
|
(3,638
|
)
|
105
|
||||||||||
|
Impairment to property, plant and equipment (Note 7)
|
(13,440
|
)
|
(356
|
)
|
(13,440
|
)
|
(55,979
|
)
|
||||||||
|
Gain on metals contract liability (Note 8)
|
2,431
|
-
|
2,865
|
-
|
||||||||||||
|
Other gain on derivatives (Note 9)
|
155
|
-
|
76
|
1,767
|
||||||||||||
|
Gain on government loan forgiveness (Note 10)
|
-
|
-
|
4,277
|
-
|
||||||||||||
|
Loss before income taxes
|
(23,678
|
)
|
(18,551
|
)
|
(31,236
|
)
|
(128,052
|
)
|
||||||||
|
Income tax expense (Note 17)
|
(979
|
)
|
(52
|
)
|
(2,995
|
)
|
(133
|
)
|
||||||||
|
Net loss
|
$
|
(24,657
|
)
|
$
|
(18,603
|
)
|
$
|
(34,231
|
)
|
$
|
(128,185
|
)
|
||||
|
|
||||||||||||||||
|
Attributable to:
|
||||||||||||||||
|
Shareholders of the Company
|
$
|
(22,751
|
)
|
$
|
(18,117
|
)
|
$
|
(31,646
|
)
|
$
|
(126,236
|
)
|
||||
|
Non-controlling interests (Note 13)
|
(1,906
|
)
|
(486
|
)
|
(2,585
|
)
|
(1,949
|
)
|
||||||||
|
Net loss
|
$
|
(24,657
|
)
|
$
|
(18,603
|
)
|
$
|
(34,231
|
)
|
$
|
(128,185
|
)
|
||||
|
|
||||||||||||||||
|
Other comprehensive income (loss)
|
||||||||||||||||
|
Items that will not be reclassified to net loss
|
||||||||||||||||
|
Remeasurement of post-employment benefit obligations
|
$
|
1,518
|
$
|
4
|
$
|
6,459
|
$
|
3,029
|
||||||||
|
Items that may be reclassified subsequently to net loss
|
||||||||||||||||
|
Foreign currency translation reserve
|
3,065
|
(462
|
)
|
3,461
|
305
|
|||||||||||
|
Other comprehensive income (loss)
|
4,583
|
(458
|
)
|
9,920
|
3,334
|
|||||||||||
|
Comprehensive loss
|
$
|
(20,074
|
)
|
$
|
(19,061
|
)
|
$
|
(24,311
|
)
|
$
|
(124,851
|
)
|
||||
|
|
||||||||||||||||
|
Attributable to:
|
||||||||||||||||
|
Shareholders of the Company
|
$
|
(18,775
|
)
|
$
|
(18,577
|
)
|
$
|
(24,310
|
)
|
$
|
(124,114
|
)
|
||||
|
Non-controlling interests (Note 13)
|
(1,299
|
)
|
(484
|
)
|
(1
|
)
|
(737
|
)
|
||||||||
|
Comprehensive loss
|
$
|
(20,074
|
)
|
$
|
(19,061
|
)
|
$
|
(24,311
|
)
|
$
|
(124,851
|
)
|
||||
|
|
||||||||||||||||
|
Loss per share attributable to shareholders of the Company
|
||||||||||||||||
|
Basic and diluted
|
(0.12
|
)
|
(0.13
|
)
|
(0.18
|
)
|
(0.93
|
)
|
||||||||
|
|
||||||||||||||||
|
Weighted average number of common shares outstanding
|
||||||||||||||||
|
Basic and diluted (Note 12)
|
184,892,109
|
144,515,250
|
179,574,331
|
135,301,385
|
||||||||||||
|
(1)
|
Certain fiscal 2021 amounts were adjusted through changes in accounting policies (see Note 3)
|
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
P a g e | 2
Americas Gold and Silver Corporation
Condensed interim consolidated statements of changes in equity
For the nine-month periods ended September 30, 2022 and 2021
(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, 2022
|
165,145
|
$
|
423,098
|
$
|
51,088
|
$
|
6,833
|
$
|
(387,949
|
)
|
$
|
93,070
|
$
|
10,765
|
$
|
103,835
|
||||||||||||||||
|
Net loss for the period
|
-
|
-
|
-
|
-
|
(31,646
|
)
|
(31,646
|
)
|
(2,585
|
)
|
(34,231
|
)
|
||||||||||||||||||||
|
Other comprehensive income for the period
|
-
|
-
|
-
|
3,461
|
3,875
|
7,336
|
2,584
|
9,920
|
||||||||||||||||||||||||
|
Contribution from non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
4,276
|
4,276
|
||||||||||||||||||||||||
|
At-the-market offering
|
12,213
|
10,122
|
-
|
-
|
-
|
10,122
|
-
|
10,122
|
||||||||||||||||||||||||
|
Sandstorm private placements
|
10,430
|
7,243
|
-
|
-
|
-
|
7,243
|
-
|
7,243
|
||||||||||||||||||||||||
|
Retraction of RoyCap convertible debenture
|
3,687
|
2,428
|
(375
|
)
|
-
|
-
|
2,053
|
-
|
2,053
|
|||||||||||||||||||||||
|
Share-based payments
|
-
|
-
|
2,268
|
-
|
-
|
2,268
|
-
|
2,268
|
||||||||||||||||||||||||
|
Balance at September 30, 2022
|
191,475
|
$
|
442,891
|
$
|
52,981
|
$
|
10,294
|
$
|
(415,720
|
)
|
$
|
90,446
|
$
|
15,040
|
$
|
105,486
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Balance at January 1, 2021
|
117,975
|
$
|
350,707
|
$
|
42,378
|
$
|
6,842
|
$
|
(230,253
|
)
|
$
|
169,674
|
$
|
11,488
|
$
|
181,162
|
||||||||||||||||
|
Net loss for the period
|
-
|
-
|
-
|
-
|
(126,236
|
)
|
(126,236
|
)
|
(1,949
|
)
|
(128,185
|
)
|
||||||||||||||||||||
|
Other comprehensive income for the period
|
-
|
-
|
-
|
305
|
1,817
|
2,122
|
1,212
|
3,334
|
||||||||||||||||||||||||
|
Contribution from non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
227
|
227
|
||||||||||||||||||||||||
|
At-the-market offering
|
18,879
|
23,245
|
-
|
-
|
-
|
23,245
|
-
|
23,245
|
||||||||||||||||||||||||
|
January bought deal public offering
|
10,253
|
24,987
|
-
|
-
|
-
|
24,987
|
-
|
24,987
|
||||||||||||||||||||||||
|
Conversion of Sandstorm convertible debenture
|
4,673
|
12,844
|
-
|
-
|
-
|
12,844
|
-
|
12,844
|
||||||||||||||||||||||||
|
Conversion option of RoyCap convertible debenture
|
-
|
-
|
2,366
|
-
|
-
|
2,366
|
-
|
2,366
|
||||||||||||||||||||||||
|
Retraction of RoyCap convertible debenture
|
486
|
488
|
(94
|
)
|
-
|
-
|
394
|
-
|
394
|
|||||||||||||||||||||||
|
Common shares issued
|
303
|
735
|
-
|
-
|
-
|
735
|
-
|
735
|
||||||||||||||||||||||||
|
Share-based payments
|
-
|
-
|
3,439
|
-
|
-
|
3,439
|
-
|
3,439
|
||||||||||||||||||||||||
|
Exercise of options
|
90
|
240
|
(68
|
)
|
-
|
-
|
172
|
-
|
172
|
|||||||||||||||||||||||
|
Balance at September 30, 2021
|
152,659
|
$
|
413,246
|
$
|
48,021
|
$
|
7,147
|
$
|
(354,672
|
)
|
$
|
113,742
|
$
|
10,978
|
$
|
124,720
|
||||||||||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
The amount of inventories recognized in cost of sales was $18.7 million during the three-month period ended September 30, 2022 (2021: $16.0 million) and $53.0 million during the nine-month period ended September 30, 2022 (2021: $70.5
million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $1.5 million, and spare parts and supplies write-down to net realizable value of nil during the three-month period ended
September 30, 2022 (2021: $ 4.8 million and $0.1 million, respectively), and $2.9 million and nil respectively, during the nine-month period end September 30, 2022 (2021: $39.7 million and $0.1 million, respectively).
Fair value models are considered to be Level 3 within the fair value hierarchy. Key assumptions used in Relief Canyon Mine’s fair value model as at
September 30, 2022 include estimation of total enterprise value and contained gold equivalent ounces of publicly traded companies based on observable market data. Total enterprise value was derived from market capitalization adjusted for
a control premium while excluding cash and cash equivalents and book value of other non-mining assets and discounting for production delays. An increase and decrease in market capitalization of 1% would impact the recoverable amount by
estimates of approximately $0.4 million increase and $0.4 million decrease, respectively. This impairment was assessed on the extrapolation of data from market capitalization decline during the period. If a subsequent impairment test
indicated further changes in market capitalization, it could result in a material recovery or impairment to the carrying amount.
On October 20, 2022, the Company amended its existing RoyCap Convertible Debenture to a total outstanding principal of $19.0 million CAD, in addition to
amending its interest rate of 8% per annum to 9.5% per annum, the conversion price of $1.48 CAD per common share to $1.00 CAD per common share, and the terms to its Retraction Option from a retraction of $0.45 million CAD cumulative per
month to a retraction of $0.5 million CAD cumulative per month with a beginning cumulated retraction balance of $1.5 million CAD. All other material terms of the RoyCap Convertible Debenture remain unchanged.
P a g e | 3
Americas Gold and Silver Corporation
Condensed interim consolidated statements of cash flows
For the nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unaudited)
|
|
September 30,
|
September 30,
|
||||||
|
|
2022
|
2021
|
||||||
|
Cash flow generated from (used in)
|
||||||||
|
|
||||||||
|
Operating activities
|
||||||||
|
Net loss for the period
|
$
|
(34,231
|
)
|
$
|
(128,185
|
)
|
||
|
Adjustments for the following items:
|
||||||||
|
Depletion and amortization
|
16,423
|
11,565
|
||||||
|
Income tax expense
|
2,995
|
133
|
||||||
|
Accretion and decommissioning costs
|
301
|
151
|
||||||
|
Share-based payments
|
2,268
|
3,439
|
||||||
|
Provision on other long-term liabilities
|
41
|
45
|
||||||
|
Deferred costs on convertible debenture
|
-
|
47
|
||||||
|
Deferred revenue
|
-
|
(3,094
|
)
|
|||||
|
Interest and financing expense
|
916
|
1,469
|
||||||
|
Net charges on post-employment benefit obligations
|
660
|
(330
|
)
|
|||||
|
Inventory write-downs
|
2,931
|
39,802
|
||||||
|
Impairment to property, plant and equipment
|
13,440
|
55,979
|
||||||
|
Gain on metals contract liability
|
(2,865
|
)
|
-
|
|||||
|
Other gain on derivatives
|
(76
|
)
|
(1,663
|
)
|
||||
|
Gain on government loan forgiveness
|
(4,277
|
)
|
-
|
|||||
|
|
(1,474
|
)
|
(20,642
|
)
|
||||
|
Changes in non-cash working capital items:
|
||||||||
|
Trade and other receivables
|
3,783
|
84
|
||||||
|
Inventories
|
(1,102
|
)
|
(20,448
|
)
|
||||
|
Prepaid expenses
|
(1,365
|
)
|
(576
|
)
|
||||
|
Trade and other payables
|
(1,353
|
)
|
425
|
|||||
|
Net cash used in operating activities
|
(1,511
|
)
|
(41,157
|
)
|
||||
|
|
||||||||
|
Investing activities
|
||||||||
|
Expenditures on property, plant and equipment
|
(13,758
|
)
|
(8,958
|
)
|
||||
|
Development costs on Relief Canyon Mine
|
-
|
(1,432
|
)
|
|||||
|
Net cash used in investing activities
|
(13,758
|
)
|
(10,390
|
)
|
||||
|
|
||||||||
|
Financing activities
|
||||||||
|
Repayments to Glencore pre-payment facility
|
(1,451
|
)
|
(750
|
)
|
||||
|
Lease payments
|
(2,552
|
)
|
(2,428
|
)
|
||||
|
Repayments to promissory note
|
(1,250
|
)
|
-
|
|||||
|
At-the-market offerings
|
10,122
|
23,245
|
||||||
|
January bought deal public offering
|
-
|
24,987
|
||||||
|
Sandstorm private placements
|
7,243
|
-
|
||||||
|
Financing from RoyCap convertible debenture
|
-
|
9,939
|
||||||
|
Metals contract liability
|
(5,205
|
)
|
-
|
|||||
|
Loan payable
|
-
|
(6,116
|
)
|
|||||
|
Proceeds from exercise of options
|
-
|
172
|
||||||
|
Contribution from non-controlling interests
|
4,276
|
227
|
||||||
|
Net cash generated from financing activities
|
11,183
|
49,276
|
||||||
|
|
||||||||
|
Effect of foreign exchange rate changes on cash
|
3,592
|
103
|
||||||
|
Decrease in cash and cash equivalents
|
(494
|
)
|
(2,168
|
)
|
||||
|
Cash and cash equivalents, beginning of period
|
2,900
|
4,705
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
2,406
|
$
|
2,537
|
||||
|
|
||||||||
|
Cash and cash equivalents consist of:
|
||||||||
|
Cash
|
$
|
2,406
|
$
|
2,537
|
||||
|
|
||||||||
|
Interest paid during the period
|
$
|
1,254
|
$
|
1,158
|
||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements.
P a g e | 4
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(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 nine months ended September 30, 2022 were approved and authorized for issue by the Board of Directors of the Company on November 11, 2022.
The Company has been closely monitoring developments in the COVID-19 outbreak declared as a global pandemic on March 11, 2020. Preventive measures to ensure the safety of the Company’s workforce and local communities have been
implemented. All of the Company’s mining and corporate operations continue while the Company manages and responds to COVID-19 to mitigate and minimize its potential impacts, in addition to other uncertainties, such as the price of
commodities and ongoing production.
2. Basis of presentation
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, 2021. In
particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2021, 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 were prepared on a going concern basis.
3. Changes in accounting policies and recent accounting pronouncements
The following are changes in accounting policies effective as of January 1, 2022:
(i) Property, plant and equipment
Amendments to IAS 16 - Property, Plant and Equipment – Proceeds before Intended Use - The standard is amended to prohibit deducting from the cost of property, plant and equipment any proceeds
from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, the Company recognizes the proceeds from selling such items,
and the cost of producing those items, in profit or loss. The amendments to IAS 16 are effective for annual periods beginning on or after January 1, 2022, with early adoption permitted. The amendments apply retrospectively only to
property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial
statements in which the Company first applies the amendments. The Company adopted the standard effective January 1, 2022 and retrospectively recognized proceeds and costs related to sales from the Relief Canyon Mine prior to its
declaration of commercial production during fiscal 2021 (see Note 14 and 15).
P a g e | 5
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
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, 2021, except for:
(viii) Cash flows from ongoing production and impact on operations
The Company had negative operating cash flows during the nine months ended September 30, 2022 with a working capital deficit as at September 30, 2022. The ability to maintain cash flow positive production
through meeting production targets at the Cosalá Operations, and through implementing the Galena Recapitalization Plan, including the completion and commissioning of the Galena hoist which is expected to increase hoisting capacity,
allowing the Company to generate sufficient operating cash flows, while facing market fluctuations in commodity prices and inflationary pressures, and maintaining access to capital markets, are significant judgments in these condensed
interim consolidated financial statements with respect to the Company’s liquidity. Should the Company experience lower commodity prices and negative operating cash flows in future periods, the Company may need to raise additional funds
through the issuance of equity or debt securities which funding cannot be assured.
5. Trade and other receivables
|
|
September 30,
|
December 31,
|
||||||
|
|
2022
|
2021
|
||||||
|
|
||||||||
|
Trade receivables
|
$
|
4,095
|
$
|
4,740
|
||||
|
Value added taxes receivable (payable)
|
(66
|
)
|
3,219
|
|||||
|
Other receivables
|
396
|
249
|
||||||
|
|
$
|
4,425
|
$
|
8,208
|
||||
6. Inventories
|
|
September 30,
|
December 31,
|
||||||
|
|
2022
|
2021
|
||||||
|
|
||||||||
|
Concentrates
|
$
|
1,206
|
$
|
1,929
|
||||
|
Finished goods
|
223
|
-
|
||||||
|
In-circuit work in progress
|
144
|
886
|
||||||
|
Ore on leach pads
|
708
|
1,515
|
||||||
|
Ore stockpiles
|
919
|
526
|
||||||
|
Spare parts and supplies
|
5,490
|
5,153
|
||||||
|
|
8,690
|
10,009
|
||||||
|
|
||||||||
|
Long-term ore on leach pads
|
4,486
|
6,505
|
||||||
|
Long-term ore stockpiles
|
-
|
1,395
|
||||||
|
|
4,486
|
7,900
|
||||||
|
|
||||||||
|
|
$
|
13,176
|
$
|
17,909
|
||||
Long-term ore on leach pads and ore stockpiles represent inventories expected to convert into saleable form beyond one year.
P a g e | 6
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(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, 2021
|
$
|
128,729
|
$
|
108,341
|
$
|
105,031
|
$
|
9,912
|
$
|
240
|
$
|
352,253
|
||||||||||||
|
Asset additions
|
7,017
|
952
|
5,242
|
1,461
|
-
|
14,672
|
||||||||||||||||||
|
Change in decommissioning provision
|
4,962
|
-
|
-
|
-
|
-
|
4,962
|
||||||||||||||||||
|
Reclassification
|
67,558
|
(96,824
|
)
|
-
|
-
|
-
|
(29,266
|
)
|
||||||||||||||||
|
Balance at December 31, 2021
|
208,266
|
12,469
|
110,273
|
11,373
|
240
|
342,621
|
||||||||||||||||||
|
Asset additions
|
7,037
|
-
|
6,728
|
53
|
(6
|
)
|
13,812
|
|||||||||||||||||
|
Change in decommissioning provision
|
(3,266
|
)
|
-
|
-
|
-
|
-
|
(3,266
|
)
|
||||||||||||||||
|
Balance at September 30, 2022
|
$
|
212,037
|
$
|
12,469
|
$
|
117,001
|
$
|
11,426
|
$
|
234
|
$
|
353,167
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Accumulated depreciation and depletion
|
||||||||||||||||||||||||
|
Balance at January 1, 2021
|
$
|
(54,360
|
)
|
$
|
-
|
$
|
(37,889
|
)
|
$
|
(596
|
)
|
$
|
(89
|
)
|
$
|
(92,934
|
)
|
|||||||
|
Depreciation/depletion for the year
|
(5,486
|
)
|
-
|
(8,845
|
)
|
(1,423
|
)
|
(41
|
)
|
(15,795
|
)
|
|||||||||||||
|
Impairment for the year
|
(41,245
|
)
|
-
|
(11,021
|
)
|
(3,713
|
)
|
-
|
(55,979
|
)
|
||||||||||||||
|
Balance at December 31, 2021
|
(101,091
|
)
|
-
|
(57,755
|
)
|
(5,732
|
)
|
(130
|
)
|
(164,708
|
)
|
|||||||||||||
|
Depreciation/depletion for the period
|
(7,536
|
)
|
-
|
(7,898
|
)
|
(960
|
)
|
(29
|
)
|
(16,423
|
)
|
|||||||||||||
|
Impairment for the period
|
(3,539
|
)
|
-
|
(9,901
|
)
|
-
|
-
|
(13,440
|
)
|
|||||||||||||||
|
Balance at September 30, 2022
|
$
|
(112,166
|
)
|
$
|
-
|
$
|
(75,554
|
)
|
$
|
(6,692
|
)
|
$
|
(159
|
)
|
$
|
(194,571
|
)
|
|||||||
|
|
||||||||||||||||||||||||
|
Carrying value
|
||||||||||||||||||||||||
|
at December 31, 2021
|
$
|
107,175
|
$
|
12,469
|
$
|
52,518
|
$
|
5,641
|
$
|
110
|
$
|
177,913
|
||||||||||||
|
at September 30, 2022
|
$
|
99,871
|
$
|
12,469
|
$
|
41,447
|
$
|
4,734
|
$
|
75
|
$
|
158,596
|
||||||||||||
Effective January 11, 2021, the Relief Canyon Mine declared commercial production which the Company defined as operating at an average of 60% targeted capacity within its mining feasibility study. As a result, the Company transferred
from non-producing properties $29.3 million and $67.6 million in net book value to inventories and mining interests, respectively.
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.
Impairment indicators were identified during the three-month period ended September 30, 2022 caused by market capitalization decline during the period. The Company
assessed the recoverability of the $56.7 million carrying amount of the Relief Canyon Mine cash-generating unit and a $13.4 million
impairment to the carrying value was identified. The Company allocated $3.5 million of the impairment against mineral interests and $9.9 million to plant and equipment relating to the Relief Canyon
Mine as at September 30, 2022. The $43.3 million recoverable amount of the Relief Canyon Mine’s net assets was determined based on a market approach of trading multiples of comparable
companies. Publicly traded companies with gold mining assets of similar development and production stages to the Relief Canyon Mine were identified and assessed for total enterprise value and contained gold equivalent ounces to derive
at an implied valuation multiple. The derived implied valuation multiples of production stage companies ranging from $64 per contained gold equivalent ounce to $77 per contained gold equivalent ounce were compared to that of the Relief
Canyon Mine in assessing the recoverability of its carrying amount.
P a g e | 7
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
The Company also performed an impairment assessment for the Cosalá Operations and Galena Complex during the three-month period ended September 30, 2022 given
the market capitalization decline experienced during the period and, while sensitive to changes in commodity prices, concluded no further impairment charge was necessary.
Impairment indicators were identified during the three-month period ended March 31, 2021 from gold production of the Relief Canyon Mine due to differences observed between the modelled (planned) and mined (actual) ore tonnage and
carbonaceous material identified in the early phases of the mine plan. The Company assessed the recoverability of the $121.8 million carrying amount of the cash-generating unit and a $55.6 million impairment to the carrying value of the
Relief Canyon Mine was identified. The Company allocated $41.2 million of the impairment against mineral interests, $10.7 million to plant and equipment, and $3.7 million to right-of-use lease assets relating to the Relief Canyon Mine as
at March 31, 2021. The $66.2 million recoverable amount of the Relief Canyon Mine’s net assets was determined based on the after-tax discounted cash flows expected to be derived from this property’s fair-market value less estimated costs
of disposal. The after-tax discounted cash flows were determined based on an updated life-of-mine cash flow projection which incorporated management’s best estimates of commodity prices, future capital requirements and production costs
along with geological assumptions and judgments made in estimating the size, grade and recovery of the ore bodies.
Fair value models are considered to be Level 3 within the fair value hierarchy. Key assumptions used in Relief Canyon Mine’s fair value model as at March 31, 2021 include estimation of production profile and reserves from its
life-of-mine plan, operating and capital costs to extract the reserves, discount rate of 6-8% based on the Company’s weighted average cost of capital, gold price from $1,860 per ounce in 2021 down to $1,608 per ounce in 2025 and beyond
based on observable market data including spot price and industry analyst consensus, and mine life of 5 years. An increase and decrease in discount rate of 1% would impact the recoverable amount by estimates of approximately $2.3 million
decrease and $2.4 million increase, respectively, an increase and decrease in gold recovery rate of 1% would impact the recoverable amount by estimates of approximately $4.7 million increase and $4.7 million decrease, respectively, and an
increase and decrease in long-term gold price of $100 per ounce would impact the recoverable amount by estimates of approximately $16.6 million increase and $17.3 million decrease, respectively. This impairment was assessed on the
extrapolation of data from the initial phases of mining onto the remaining mining phases with additional leaching test work ongoing. If a subsequent impairment test indicated further changes in the expected cash flows, gold production,
and commodity prices, it could result in a material recovery or impairment to the carrying amount.
The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $22.2 million, $13.1 million, and $3.3 million, respectively, as at September 30, 2022 (December
31, 2021: $26.8 million, $27.4 million, and $4.1 million, respectively).
The Company recognized an impairment loss of $0.4 million during the year ended December 31, 2021 related to damaged equipment from the Cosalá Operations.
On March 2, 2017, the Company entered into an option acquisition agreement with Impulsora Minera Santacruz S.A. de C.V., a wholly-owned subsidiary of Santacruz Silver Mining Ltd., to acquire an existing option with Minera Hochschild
Mexico S.A. de C.V. (“Hochschild”) for the right to acquire a 100% interest of the San Felipe property located in Sonora, Mexico. On October 8, 2020, the Company settled its remaining contractual option payments with Hochschild to acquire
the 100% interest of the San Felipe property. As at September 30, 2022, the carrying amount of the San Felipe property was $12.5 million included in non-producing properties.
The amount of borrowing costs capitalized as property, plant and equipment was nil during the three-month period ended September 30, 2022 (2021: nil) and nil during the nine-month period ended September 30, 2022 (2021: $0.1 million).
P a g e | 8
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
8. Precious metals delivery and purchase agreement
On April 3, 2019, the Company entered into a $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 consists 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 September 30, 2022, the fair value of the repurchase option was nil.
The Company recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue and would recognize the amounts in revenue as performance obligations to metals delivery are satisfied over the term
of the metals delivery and purchase agreements. The advances received on precious metals delivery is expected to reduce to nil through deliveries of the Company’s own production to Sandstorm.
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 expects that metal deliveries to Sandstorm may no longer be satisfied through internal gold production alone. Fair value of the metals contract liability was determined using forward
commodity pricing curves at end of the fiscal 2021 reporting period resulting in $20.8 million loss to fair value on metals contract liability. A $2.9 million gain to fair value on metals contract liability due to changes in forward
commodity pricing curves was recorded during the nine-month period ended September 30, 2022.
The following table summarizes the continuity of the Company’s net metals contract liability during the period:
|
|
Nine-month
|
|||
|
|
period ended
|
|||
|
|
September 30,
|
|||
|
|
2022
|
|||
|
|
||||
|
Net metals contract liability, beginning of period
|
$
|
40,905
|
||
|
Delivery of metals produced
|
(2,904
|
)
|
||
|
Delivery of metals purchased
|
(5,205
|
)
|
||
|
Revaluation of metals contract liability
|
(2,737
|
)
|
||
|
Net metals contract liability, end of period
|
$
|
30,059
|
||
|
|
||||
|
Current portion
|
$
|
10,033
|
||
|
Non-current portion
|
20,026
|
|||
|
|
$
|
30,059
|
||
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 is 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”), is 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”).
P a g e | 9
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
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.
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 remain
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.
During the nine-month period ended September 30, 2022, the principal amount of the RoyCap Convertible Debenture was reduced by $2.8 million CAD through partial exercises of the Retraction Option by RoyCap settled through issuance of
3,686,324 of the Company’s common shares (year ended December 31, 2021: $0.9 million CAD settled through issuance of 798,579 common shares).
The Company recognized a gain of $0.1 million for the nine-month period ended September 30, 2022 (2021: 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. Government loan
On May 11, 2020, the Company received approximately $4.5 million in loan through the Paycheck Protection Program from the U.S. CARES Act (the “Government Loan”) to assist with payroll and other expenses at the Galena Complex during the
COVID-19 pandemic. The Government Loan has a term of two years at an interest rate of 1% per annum and may be forgiven if proceeds are used for payroll and other specifically defined expenses and employee and compensation levels are
maintained. The Company received confirmation via letter dated March 31, 2022 from the U.S. Small Business Administration that $4.3 million of the Government Loan has been forgiven resulting in a gain on forgiveness recognized through
profit or loss during the nine-month period ended September 30, 2022.
11. Share capital
On January 29, 2021, the Company completed a bought deal public offering of 10,253,128 common shares at a price of $3.31 CAD per common share for aggregate gross proceeds of approximately $26.7 million or $33.94 million CAD, which
included the partial exercise by the underwriters of the over-allotment option granted by the Company to the underwriters. As part of the bought deal public offering, approximately $1.7 million in transaction costs were incurred and
offset against 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. As at September 30, 2022, the Company has received aggregate gross proceeds of $42.0 million
through issuance of 39,536,834 common shares from the May 2021 ATM Agreement, with approximately $1.6 million in transaction costs incurred and offset against share capital.
P a g e | 10
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
On October 21, 2021, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.5 million through issuance of 3,346,542 of the Company’s common shares priced at approximately $0.94 CAD per share. As
part of the non-brokered private placement, approximately $0.1 million in transaction costs were incurred and offset against share capital, and 200,793 common shares and 200,793 warrants for approximately $0.2 million and $0.1 million,
respectively, were issued to the Company’s advisor and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.94 CAD for a period of two years starting November 22, 2021.
On March 24, 2022, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.5 million through issuance of 2,120,000 of the Company’s common shares priced at approximately $1.50 CAD per share.
On June 24, 2022, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.2 million through issuance of 3,170,000 of the Company’s common shares priced at approximately $0.90 CAD per share.
On September 23, 2022, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.6 million through issuance of 5,140,000 of the Company’s common shares priced at approximately $0.52 CAD per share.
a. Authorized
Authorized share capital consists of an unlimited number of common and preferred shares.
|
|
September 30,
|
December 31,
|
||||||
|
|
2022
|
2021
|
||||||
|
|
||||||||
|
Issued
|
||||||||
|
191,474,956 (2021: 165,145,187) common shares
|
$
|
442,891
|
$
|
423,098
|
||||
|
Nil (2021: Nil) preferred shares
|
-
|
-
|
||||||
|
|
$
|
442,891
|
$
|
423,098
|
||||
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.
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.
P a g e | 11
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
A summary of changes in the Company’s outstanding stock options is presented below:
|
|
Nine-month
|
Year
|
||||||||||||||
|
|
period ended
|
ended
|
||||||||||||||
|
|
September 30,
|
December 31,
|
||||||||||||||
|
|
2022
|
2021
|
||||||||||||||
|
|
Weighted
|
Weighted
|
||||||||||||||
|
|
average
|
average
|
||||||||||||||
|
|
exercise
|
exercise
|
||||||||||||||
|
|
Number
|
price
|
Number
|
price
|
||||||||||||
|
|
(thousands)
|
CAD
|
(thousands)
|
CAD
|
||||||||||||
|
|
||||||||||||||||
|
Balance, beginning of period
|
12,579
|
$
|
2.81
|
10,659
|
$
|
3.45
|
||||||||||
|
Granted
|
3,600
|
1.22
|
3,700
|
1.70
|
||||||||||||
|
Exercised
|
-
|
-
|
(90
|
)
|
2.39
|
|||||||||||
|
Expired
|
(3,962
|
)
|
2.56
|
(1,690
|
)
|
4.43
|
||||||||||
|
Balance, end of period
|
12,217
|
$
|
2.42
|
12,579
|
$
|
2.81
|
||||||||||
The following table summarizes information on stock options outstanding and exercisable as at September 30, 2022:
|
Weighted
|
||||||||||||||||||||||||
|
average
|
Weighted
|
Weighted
|
||||||||||||||||||||||
|
remaining
|
average
|
average
|
||||||||||||||||||||||
|
Exercise
|
contractual
|
exercise
|
exercise
|
|||||||||||||||||||||
|
price
|
life
|
Outstanding
|
price
|
Exercisable
|
price
|
|||||||||||||||||||
|
CAD
|
(years)
|
(thousands)
|
CAD
|
(thousands)
|
CAD
|
|||||||||||||||||||
|
$
|
0.01 to $1.00
|
2.86
|
150
|
$
|
0.71
|
50
|
$
|
0.71
|
||||||||||||||||
|
$
|
1.01 to $2.00
|
2.11
|
6,900
|
1.47
|
3,450
|
1.55
|
||||||||||||||||||
|
$
|
3.01 to $4.00
|
1.61
|
5,167
|
3.74
|
4,158
|
3.70
|
||||||||||||||||||
|
12,217
|
$
|
2.42
|
7,658
|
$
|
2.71
|
|||||||||||||||||||
c. Share-based payments
The weighted average fair value at grant date of the Company’s stock options granted during the nine-month period ended September 30, 2022 was $0.44 (2021: $0.60).
The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions:
|
Three-month
|
Three-month
|
Nine-month
|
Nine-month
|
|||||||||||||
|
period ended
|
period ended
|
period ended
|
period ended
|
|||||||||||||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Expected stock price volatility (1)
|
67
|
%
|
68
|
%
|
68
|
%
|
68
|
%
|
||||||||
|
Risk free interest rate
|
3.13
|
%
|
0.56
|
%
|
1.70
|
%
|
0.56
|
%
|
||||||||
|
Expected life
|
3 years
|
3 years
|
3 years
|
3 years
|
||||||||||||
|
Expected forfeiture rate
|
4.22
|
%
|
2.66
|
%
|
3.51
|
%
|
2.66
|
%
|
||||||||
|
Expected dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||||
|
Share-based payments included in cost of sales
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
|
Share-based payments included in general and administrative expenses
|
484
|
1,643
|
2,075
|
3,198
|
||||||||||||
|
Total share-based payments
|
$
|
484
|
$
|
1,643
|
$
|
2,075
|
$
|
3,198
|
||||||||
(1) Expected volatility has been based on historical volatility of the Company’s publicly traded shares.
P a g e | 12
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
d. Warrants
The warrants that are issued and outstanding as at September 30, 2022 are as follows:
|
Number of
|
Exercise
|
Issuance
|
Expiry
|
|||||
|
warrants
|
price (CAD)
|
date
|
date
|
|||||
|
1,074,999
|
3.12
|
Oct 2018
|
Oct 1, 2023
|
|||||
|
177,506
|
4.45
|
Oct 2019
|
Oct 30, 2022
|
|||||
|
200,793
|
0.94
|
Nov 2021
|
Nov 22, 2023
|
|||||
|
1,453,298
|
|
|
||||||
e. Restricted Share Units:
The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units. Each restricted share unit is equivalent in value to the
fair market value of a common share of the Company on the date of grant with the value of each cash settled award charged to compensation expense over the period of vesting. At each reporting date, the compensation expense and associated
liability (which is included in trade and other long-term liabilities in the consolidated statement of financial position) are adjusted to reflect changes in market value. As at September 30, 2022, nil (December 31, 2021: 122,466)
restricted share units are outstanding at an aggregate value of nil (December 31, 2021: $0.1 million).
f. 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 September 30, 2022, 1,271,636 (December 31, 2021: 878,744) deferred share units are issued and outstanding.
12. Weighted average basic and diluted number of common shares outstanding
|
|
Three-month
|
Three-month
|
Nine-month
|
Nine-month
|
||||||||||||
|
|
period ended
|
period ended
|
period ended
|
period ended
|
||||||||||||
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
|
||||||||||||||||
|
Basic weighted average number of shares
|
184,892,109
|
144,515,250
|
179,574,331
|
135,301,385
|
||||||||||||
|
Effect of dilutive stock options and warrants
|
-
|
-
|
-
|
-
|
||||||||||||
|
Diluted weighted average number of shares
|
184,892,109
|
144,515,250
|
179,574,331
|
135,301,385
|
||||||||||||
Diluted weighted average number of common shares for the three-month and nine-month periods ended September 30, 2022 excludes nil anti-dilutive preferred shares (2021: nil), 12,216,667 anti-dilutive stock options (2021: 12,728,957) and
1,453,298 anti-dilutive warrants (2021: 4,018,029).
13. 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 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. After the first year, contributions revert to the proportional percentage of ownership interests to fund capital projects and operations.
P a g e | 13
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(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.
14. Revenue
The following is a disaggregation of revenue categorized by commodities sold for the three-month and nine-month periods ended September 30, 2022 and 2021:
|
|
Three-month
|
Three-month
|
Nine-month
|
Nine-month
|
||||||||||||
|
|
period ended
|
period ended
|
period ended
|
period ended
|
||||||||||||
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
|
||||||||||||||||
|
Gold
|
||||||||||||||||
|
Sales revenue
|
$
|
-
|
$
|
1,375
|
$
|
-
|
$
|
3,094
|
||||||||
|
Derivative pricing adjustments
|
-
|
-
|
-
|
-
|
||||||||||||
|
|
-
|
1,375
|
-
|
3,094
|
||||||||||||
|
Silver
|
||||||||||||||||
|
Sales revenue
|
$
|
8,021
|
$
|
7,256
|
$
|
27,066
|
$
|
20,725
|
||||||||
|
Derivative pricing adjustments
|
196
|
(253
|
)
|
385
|
(18
|
)
|
||||||||||
|
|
8,217
|
7,003
|
27,451
|
20,707
|
||||||||||||
|
Zinc
|
||||||||||||||||
|
Sales revenue
|
$
|
13,933
|
$
|
-
|
$
|
45,517
|
$
|
-
|
||||||||
|
Derivative pricing adjustments
|
(439
|
)
|
-
|
1,091
|
55
|
|||||||||||
|
|
13,494
|
-
|
46,608
|
55
|
||||||||||||
|
Lead
|
||||||||||||||||
|
Sales revenue
|
$
|
6,742
|
$
|
4,702
|
$
|
22,741
|
$
|
13,957
|
||||||||
|
Derivative pricing adjustments
|
(234
|
)
|
98
|
(565
|
)
|
132
|
||||||||||
|
|
6,508
|
4,800
|
22,176
|
14,089
|
||||||||||||
|
Other by-products
|
||||||||||||||||
|
Sales revenue
|
$
|
408
|
$
|
107
|
$
|
803
|
$
|
190
|
||||||||
|
Derivative pricing adjustments
|
(2
|
)
|
-
|
179
|
(46
|
)
|
||||||||||
|
|
406
|
107
|
982
|
144
|
||||||||||||
|
|
||||||||||||||||
|
Total sales revenue
|
$
|
29,104
|
$
|
13,440
|
$
|
96,127
|
$
|
37,966
|
||||||||
|
Total derivative pricing adjustments
|
(479
|
)
|
(155
|
)
|
1,090
|
123
|
||||||||||
|
Gross revenue
|
$
|
28,625
|
$
|
13,285
|
$
|
97,217
|
$
|
38,089
|
||||||||
|
Proceeds before intended use
|
-
|
-
|
-
|
247
|
||||||||||||
|
Treatment and selling costs
|
(10,315
|
)
|
(2,432
|
)
|
(32,523
|
)
|
(7,535
|
)
|
||||||||
|
|
$
|
18,310
|
$
|
10,853
|
$
|
64,694
|
$
|
30,801
|
||||||||
The amount of gold sales revenue recognized from deferred revenue (see Note 8) was nil during the three-month period ended September 30, 2022 (2021: $1.4 million) and nil million during the nine-month period ended September 30, 2022
(2021: $3.1 million).
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 18).
Proceeds before intended use represents gold and silver sales revenue recognized from the Relief Canyon Mine prior to its declaration of commercial production during fiscal 2021 (see Note 3).
P a g e | 14
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
15. Cost of sales
Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and nine-month periods ended September
30, 2022 and 2021:
|
|
Three-month
|
Three-month
|
Nine-month
|
Nine-month
|
||||||||||||
|
|
period ended
|
period ended
|
period ended
|
period ended
|
||||||||||||
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
|
||||||||||||||||
|
Salaries and employee benefits
|
$
|
7,252
|
$
|
5,924
|
$
|
21,825
|
$
|
17,264
|
||||||||
|
Contract services on site
|
1
|
2,799
|
4
|
17,137
|
||||||||||||
|
Raw materials and consumables
|
7,812
|
2,267
|
21,139
|
8,365
|
||||||||||||
|
Utilities
|
1,096
|
827
|
3,267
|
2,367
|
||||||||||||
|
Other costs
|
992
|
2,275
|
4,933
|
5,736
|
||||||||||||
|
Costs before intended use
|
-
|
-
|
-
|
247
|
||||||||||||
|
Changes in inventories
|
33
|
(3,003
|
)
|
(1,102
|
)
|
(20,448
|
)
|
|||||||||
|
Inventory write-downs
|
1,474
|
4,874
|
2,931
|
39,802
|
||||||||||||
|
|
$
|
18,660
|
$
|
15,963
|
$
|
52,997
|
$
|
70,470
|
||||||||
16. 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 nine-month periods ended September 30, 2022 and 2021:
|
|
Three-month
|
Three-month
|
Nine-month
|
Nine-month
|
||||||||||||
|
|
period ended
|
period ended
|
period ended
|
period ended
|
||||||||||||
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
|
2022
|
2021
|
2022
|
2021
|
||||||||||||
|
|
||||||||||||||||
|
Salaries and employee benefits
|
$
|
494
|
$
|
534
|
$
|
1,538
|
$
|
1,578
|
||||||||
|
Directors’ fees
|
89
|
95
|
288
|
287
|
||||||||||||
|
Share-based payments
|
484
|
1,562
|
2,075
|
2,911
|
||||||||||||
|
Professional fees
|
435
|
301
|
1,268
|
1,250
|
||||||||||||
|
Office and general
|
541
|
344
|
1,574
|
1,270
|
||||||||||||
|
|
$
|
2,043
|
$
|
2,836
|
$
|
6,743
|
$
|
7,296
|
||||||||
17. Income taxes
Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the nine-month period ended September
30, 2022 was 26.5% and for the year ended December 31, 2021 was 26.5%.
The Company’s net deferred tax liability relates to the Mexican mining royalty and arises principally from the following:
|
September 30,
|
December 31,
|
|||||||
|
2022
|
2021
|
|||||||
|
Property, plant and equipment
|
$
|
1,091
|
$
|
1,321
|
||||
|
Provisions and reserves
|
(811
|
)
|
(833
|
)
|
||||
|
Net deferred tax liabilities
|
$
|
280
|
$
|
488
|
||||
P a g e | 15
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
The inventory write-downs and impairments described in Note 6 and 7 will result in certain non-capital losses and timing differences which have not been recorded given uncertainty of recoverability in future periods.
18. 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 September 30, 2022, the Company’s exposure to credit risk with respect to trade receivables amounts to $4.1 million (December 31, 2021: $4.7 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 September 30, 2022 and December 31, 2021.
(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 on an undiscounted basis:
|
|
September 30, 2022
|
|||||||||||||||||||
|
|
Less than
|
Over 5
|
||||||||||||||||||
|
|
Total
|
1 year
|
2-3 years
|
4-5 years
|
years
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Trade and other payables
|
$
|
20,371
|
$
|
20,371
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
Promissory note
|
3,750
|
3,750
|
-
|
-
|
-
|
|||||||||||||||
|
Interest on promissory note
|
58
|
58
|
-
|
-
|
-
|
|||||||||||||||
|
RoyCap convertible debenture
|
10,980
|
-
|
10,980
|
-
|
-
|
|||||||||||||||
|
Interest on RoyCap convertible debenture
|
1,386
|
876
|
510
|
-
|
-
|
|||||||||||||||
|
Government loan
|
222
|
222
|
-
|
-
|
-
|
|||||||||||||||
|
Metals contract liability
|
30,059
|
10,033
|
19,341
|
685
|
-
|
|||||||||||||||
|
Projected pension contributions
|
3,188
|
683
|
1,108
|
1,236
|
161
|
|||||||||||||||
|
Decommissioning provision
|
17,992
|
-
|
-
|
-
|
17,992
|
|||||||||||||||
|
Other long-term liabilities
|
1,285
|
-
|
444
|
264
|
577
|
|||||||||||||||
|
|
$
|
89,291
|
$
|
35,993
|
$
|
32,383
|
$
|
2,185
|
$
|
18,730
|
||||||||||
P a g e | 16
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:
|
|
September 30, 2022
|
|||||||||||||||||||
|
|
Less than
|
Over 5
|
||||||||||||||||||
|
|
Total
|
1 year
|
2-3 years
|
4-5 years
|
years
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Trade and other payables
|
$
|
1,810
|
$
|
1,810
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
Other long-term liabilities
|
708
|
-
|
444
|
264
|
-
|
|||||||||||||||
|
|
$
|
2,518
|
$
|
1,810
|
$
|
444
|
$
|
264
|
$
|
-
|
||||||||||
The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate ranging from 5% to 11% applied during the period:
|
|
Nine-month
|
Year
|
||||||
|
|
period ended
|
ended
|
||||||
|
|
September 30,
|
December 31,
|
||||||
|
|
2022
|
2021
|
||||||
|
|
||||||||
|
Lease liabilities, beginning of period
|
$
|
4,774
|
$
|
6,377
|
||||
|
Additions
|
54
|
1,123
|
||||||
|
Lease principal payments
|
(2,310
|
)
|
(2,720
|
)
|
||||
|
Lease interest payments
|
(242
|
)
|
(507
|
)
|
||||
|
Accretion on lease liabilities
|
242
|
501
|
||||||
|
Lease liabilities, end of period
|
$
|
2,518
|
$
|
4,774
|
||||
(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 5% per annum from the Cosalá Operations’ advance payments of concentrate. Interest rates of other financial instruments are
fixed.
| (2) |
Currency risk
|
As at September 30, 2022, 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 September 30, 2022
|
|||||||
|
|
CAD
|
MXN
|
||||||
|
|
||||||||
|
Cash and cash equivalents
|
$
|
167
|
$
|
442
|
||||
|
Trade and other receivables
|
11
|
314
|
||||||
|
Trade and other payables
|
1,673
|
9,209
|
||||||
As at September 30, 2022, the CAD/USD and MXN/USD exchange rates were 1.37 and 20.31, respectively. The sensitivity of the Company’s net income (loss) and other comprehensive income (loss) due to changes in
the exchange rates for the nine-month period ended September 30, 2022 is included in the following table:
P a g e | 17
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
|
|
CAD/USD
|
MXN/USD
|
||||||
|
|
Exchange rate
|
Exchange rate
|
||||||
|
|
+/- 10%
|
|
+/- 10%
|
|
||||
|
|
||||||||
|
Approximate impact on:
|
||||||||
|
Net income (loss)
|
$
|
745
|
$
|
2,842
|
||||
|
Other comprehensive income (loss)
|
(258
|
)
|
(88
|
)
|
||||
The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.
As at September 30, 2022 and December 31, 2021, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the nine-month periods ended September 30, 2022 and 2021, the
Company did not settle any non-hedge foreign exchange forward contracts.
| (3) |
Price risk
|
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency
risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at September 30, 2022 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 $0.4 million (December 31, 2021: $0.5
million).
As at September 30, 2022 and December 31, 2021, the Company does not have any non-hedge commodity forward contracts outstanding. During the nine-month periods ended September 30, 2022 and 2021, 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 nine-month period ended September 30, 2022 was nil (2021: nil). Total
amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debentures during the nine-month period ended September 30, 2022 was a gain of $0.1 million (2021: gain of
$1.8 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 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 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 pricing curves at end of
the reporting period.
|
| • |
Convertible debentures and promissory note: The principal portion of the convertible debentures and promissory note are initially measured at fair value and subsequently carried at amortized cost.
|
| • |
Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price
recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.
|
P a g e | 18
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
| • |
Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk
management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market
prices at the valuation date.
|
The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:
| • |
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
| • |
Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example,
interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived
principally from or corroborated by observable market data or other means.
|
| • |
Level 3 inputs are unobservable (supported by little or no market activity).
|
|
|
September 30,
|
December 31,
|
||||||
|
|
2022
|
2021
|
||||||
|
|
||||||||
|
Level 1
|
||||||||
|
Cash and cash equivalents
|
$
|
2,406
|
$
|
2,900
|
||||
|
Restricted cash
|
4,099
|
4,078
|
||||||
|
|
||||||||
|
Level 2
|
||||||||
|
Trade and other receivables
|
4,425
|
8,208
|
||||||
|
Derivative instruments
|
1,596
|
2,162
|
||||||
|
Metals contract liability
|
30,059
|
40,905
|
||||||
|
|
||||||||
|
Amortized cost
|
||||||||
|
Glencore pre-payment facility
|
-
|
1,451
|
||||||
|
Promissory note
|
3,750
|
5,000
|
||||||
|
Government loan
|
222
|
4,499
|
||||||
|
RoyCap convertible debenture
|
7,898
|
8,665
|
||||||
19. Segmented and geographic information, and major customers
a. Segmented information
The Company’s operations comprise of four reporting segments engaged in acquisition, exploration, development and exploration of mineral resource properties in Mexico and the United States. Management has determined the operating
segments based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions.
b. Geographic information
All revenues from sales of concentrates for the three-month and nine-month periods ended September 30, 2022 and 2021 were earned in Mexico and the United States. The following segmented information is presented as at September 30, 2022
and December 31, 2021, and for the three-month and nine-month periods ended September 30, 2022 and 2021. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.
P a g e | 19
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
|
|
As at September 30, 2022
|
As at December 31, 2021
|
||||||||||||||||||||||||||||||||||||||
|
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
1,554
|
$
|
50
|
$
|
348
|
$
|
454
|
$
|
2,406
|
$
|
531
|
$
|
569
|
$
|
1,472
|
$
|
328
|
$
|
2,900
|
||||||||||||||||||||
|
Trade and other receivables
|
2,688
|
1,726
|
-
|
11
|
4,425
|
6,852
|
1,326
|
-
|
30
|
8,208
|
||||||||||||||||||||||||||||||
|
Inventories
|
5,430
|
2,017
|
5,729
|
-
|
13,176
|
6,113
|
2,724
|
9,072
|
-
|
17,909
|
||||||||||||||||||||||||||||||
|
Prepaid expenses
|
879
|
1,416
|
514
|
982
|
3,791
|
423
|
1,072
|
584
|
347
|
2,426
|
||||||||||||||||||||||||||||||
|
Restricted cash
|
135
|
53
|
3,911
|
-
|
4,099
|
133
|
53
|
3,892
|
-
|
4,078
|
||||||||||||||||||||||||||||||
|
Property, plant and equipment
|
52,747
|
67,168
|
38,561
|
120
|
158,596
|
55,950
|
63,423
|
58,292
|
248
|
177,913
|
||||||||||||||||||||||||||||||
|
Total assets
|
$
|
63,433
|
$
|
72,430
|
$
|
49,063
|
$
|
1,567
|
$
|
186,493
|
$
|
70,002
|
$
|
69,167
|
$
|
73,312
|
$
|
953
|
$
|
213,434
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Trade and other payables
|
$
|
9,873
|
$
|
5,529
|
$
|
2,124
|
$
|
2,845
|
$
|
20,371
|
$
|
5,802
|
$
|
5,755
|
$
|
6,270
|
$
|
2,749
|
$
|
20,576
|
||||||||||||||||||||
|
Derivative instruments
|
-
|
-
|
-
|
1,596
|
1,596
|
-
|
-
|
-
|
2,162
|
2,162
|
||||||||||||||||||||||||||||||
|
Glencore pre-payment facility
|
-
|
-
|
-
|
-
|
-
|
1,451
|
-
|
-
|
-
|
1,451
|
||||||||||||||||||||||||||||||
|
Other long-term liabilities
|
-
|
1,285
|
-
|
-
|
1,285
|
-
|
1,361
|
159
|
23
|
1,543
|
||||||||||||||||||||||||||||||
|
Metals contract liability
|
-
|
-
|
-
|
30,059
|
30,059
|
-
|
-
|
-
|
40,905
|
40,905
|
||||||||||||||||||||||||||||||
|
RoyCap convertible debenture
|
-
|
-
|
-
|
7,898
|
7,898
|
-
|
-
|
-
|
8,665
|
8,665
|
||||||||||||||||||||||||||||||
|
Promissory note
|
-
|
-
|
-
|
3,750
|
3,750
|
-
|
-
|
-
|
5,000
|
5,000
|
||||||||||||||||||||||||||||||
|
Government loan
|
-
|
222
|
-
|
-
|
222
|
-
|
4,499
|
-
|
-
|
4,499
|
||||||||||||||||||||||||||||||
|
Post-employment benefit obligations
|
-
|
5,067
|
-
|
-
|
5,067
|
-
|
10,866
|
-
|
-
|
10,866
|
||||||||||||||||||||||||||||||
|
Decommissioning provision
|
1,721
|
5,106
|
3,652
|
-
|
10,479
|
2,008
|
6,929
|
4,507
|
-
|
13,444
|
||||||||||||||||||||||||||||||
|
Deferred tax liabilities
|
280
|
-
|
-
|
-
|
280
|
488
|
-
|
-
|
-
|
488
|
||||||||||||||||||||||||||||||
|
Total liabilities
|
$
|
11,874
|
$
|
17,209
|
$
|
5,776
|
$
|
46,148
|
$
|
81,007
|
$
|
9,749
|
$
|
29,410
|
$
|
10,936
|
$
|
59,504
|
$
|
109,599
|
||||||||||||||||||||
|
Three-month period ended September 30, 2022
|
Three-month period ended September 30, 2021
|
|||||||||||||||||||||||||||||||||||||||
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
|||||||||||||||||||||||||||||||
|
Revenue
|
$
|
11,902
|
$
|
6,253
|
$
|
155
|
$
|
-
|
$
|
18,310
|
$
|
-
|
$
|
9,346
|
$
|
1,507
|
$
|
-
|
$
|
10,853
|
||||||||||||||||||||
|
Cost of sales
|
(8,435
|
)
|
(8,999
|
)
|
(1,226
|
)
|
-
|
(18,660
|
)
|
(129
|
)
|
(7,940
|
)
|
(7,894
|
)
|
-
|
(15,963
|
)
|
||||||||||||||||||||||
|
Depletion and amortization
|
(1,706
|
)
|
(1,184
|
)
|
(1,776
|
)
|
(38
|
)
|
(4,704
|
)
|
(299
|
)
|
(1,887
|
)
|
(2,038
|
)
|
(40
|
)
|
(4,264
|
)
|
||||||||||||||||||||
|
Care and maintenance costs
|
-
|
(126
|
)
|
(1,014
|
)
|
-
|
(1,140
|
)
|
(2,643
|
)
|
(155
|
)
|
(2,359
|
)
|
-
|
(5,157
|
)
|
|||||||||||||||||||||||
|
Corporate general and administrative
|
-
|
-
|
-
|
(2,043
|
)
|
(2,043
|
)
|
-
|
-
|
-
|
(2,836
|
)
|
(2,836
|
)
|
||||||||||||||||||||||||||
|
Exploration costs
|
(479
|
)
|
(544
|
)
|
(33
|
)
|
-
|
(1,056
|
)
|
-
|
(483
|
)
|
(130
|
)
|
-
|
(613
|
)
|
|||||||||||||||||||||||
|
Accretion on decommissioning provision
|
(42
|
)
|
(43
|
)
|
(30
|
)
|
-
|
(115
|
)
|
(33
|
)
|
(7
|
)
|
(13
|
)
|
-
|
(53
|
)
|
||||||||||||||||||||||
|
Interest and financing expense
|
(56
|
)
|
(12
|
)
|
(96
|
)
|
(807
|
)
|
(971
|
)
|
(52
|
)
|
-
|
(358
|
)
|
(522
|
)
|
(932
|
)
|
|||||||||||||||||||||
|
Foreign exchange gain (loss)
|
(26
|
)
|
-
|
-
|
(2,419
|
)
|
(2,445
|
)
|
56
|
-
|
-
|
714
|
770
|
|||||||||||||||||||||||||||
|
Impairment to property, plant and equipment
|
-
|
-
|
(13,440
|
)
|
-
|
(13,440
|
)
|
(356
|
)
|
-
|
-
|
-
|
(356
|
)
|
||||||||||||||||||||||||||
|
Gain on metals contract liability
|
-
|
-
|
-
|
2,431
|
2,431
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
Other gain on derivatives
|
-
|
-
|
-
|
155
|
155
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
Income (loss) before income taxes
|
1,158
|
(4,655
|
)
|
(17,460
|
)
|
(2,721
|
)
|
(23,678
|
)
|
(3,456
|
)
|
(1,126
|
)
|
(11,285
|
)
|
(2,684
|
)
|
(18,551
|
)
|
|||||||||||||||||||||
|
Income tax expense
|
(979
|
)
|
-
|
-
|
-
|
(979
|
)
|
(52
|
)
|
-
|
-
|
-
|
(52
|
)
|
||||||||||||||||||||||||||
|
Net income (loss) for the period
|
$
|
179
|
$
|
(4,655
|
)
|
$
|
(17,460
|
)
|
$
|
(2,721
|
)
|
$
|
(24,657
|
)
|
$
|
(3,508
|
)
|
$
|
(1,126
|
)
|
$
|
(11,285
|
)
|
$
|
(2,684
|
)
|
$
|
(18,603
|
)
|
|||||||||||
|
Nine-month period ended September 30, 2022
|
Nine-month period ended September 30, 2021
|
|||||||||||||||||||||||||||||||||||||||
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
Cosalá Operations
|
Galena Complex
|
Relief Canyon
|
Corporate
and Other
|
Total
|
|||||||||||||||||||||||||||||||
|
Revenue
|
$
|
40,694
|
$
|
23,806
|
$
|
194
|
$
|
-
|
$
|
64,694
|
$
|
40
|
$
|
27,081
|
$
|
3,680
|
$
|
-
|
$
|
30,801
|
||||||||||||||||||||
|
Cost of sales
|
(24,247
|
)
|
(26,293
|
)
|
(2,457
|
)
|
-
|
(52,997
|
)
|
(129
|
)
|
(23,065
|
)
|
(47,276
|
)
|
-
|
(70,470
|
)
|
||||||||||||||||||||||
|
Depletion and amortization
|
(5,359
|
)
|
(5,598
|
)
|
(5,349
|
)
|
(117
|
)
|
(16,423
|
)
|
(926
|
)
|
(4,923
|
)
|
(5,595
|
)
|
(121
|
)
|
(11,565
|
)
|
||||||||||||||||||||
|
Care and maintenance costs
|
-
|
(421
|
)
|
(3,053
|
)
|
-
|
(3,474
|
)
|
(6,204
|
)
|
(894
|
)
|
(2,359
|
)
|
-
|
(9,457
|
)
|
|||||||||||||||||||||||
|
Corporate general and administrative
|
-
|
-
|
-
|
(6,743
|
)
|
(6,743
|
)
|
-
|
-
|
-
|
(7,296
|
)
|
(7,296
|
)
|
||||||||||||||||||||||||||
|
Exploration costs
|
(1,179
|
)
|
(1,686
|
)
|
(191
|
)
|
-
|
(3,056
|
)
|
-
|
(2,703
|
)
|
(417
|
)
|
-
|
(3,120
|
)
|
|||||||||||||||||||||||
|
Accretion on decommissioning provision
|
(121
|
)
|
(109
|
)
|
(71
|
)
|
-
|
(301
|
)
|
(93
|
)
|
(21
|
)
|
(37
|
)
|
-
|
(151
|
)
|
||||||||||||||||||||||
|
Interest and financing expense
|
(130
|
)
|
(40
|
)
|
(398
|
)
|
(2,508
|
)
|
(3,076
|
)
|
(143
|
)
|
-
|
(1,505
|
)
|
(1,039
|
)
|
(2,687
|
)
|
|||||||||||||||||||||
|
Foreign exchange gain (loss)
|
(504
|
)
|
-
|
-
|
(3,134
|
)
|
(3,638
|
)
|
163
|
-
|
-
|
(58
|
)
|
105
|
||||||||||||||||||||||||||
|
Impairment to property, plant and equipment
|
-
|
-
|
(13,440
|
)
|
-
|
(13,440
|
)
|
(356
|
)
|
-
|
(55,623
|
)
|
-
|
(55,979
|
)
|
|||||||||||||||||||||||||
|
Gain on metals contract liability
|
-
|
-
|
-
|
2,865
|
2,865
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
Other gain on derivatives
|
-
|
-
|
-
|
76
|
76
|
-
|
-
|
-
|
1,767
|
1,767
|
||||||||||||||||||||||||||||||
|
Gain on government loan forgiveness
|
-
|
4,277
|
-
|
-
|
4,277
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
|
Income (loss) before income taxes
|
9,154
|
(6,064
|
)
|
(24,765
|
)
|
(9,561
|
)
|
(31,236
|
)
|
(7,648
|
)
|
(4,525
|
)
|
(109,132
|
)
|
(6,747
|
)
|
(128,052
|
)
|
|||||||||||||||||||||
|
Income tax expense
|
(2,995
|
)
|
-
|
-
|
-
|
(2,995
|
)
|
(133
|
)
|
-
|
-
|
-
|
(133
|
)
|
||||||||||||||||||||||||||
|
Net income (loss) for the period
|
$
|
6,159
|
$
|
(6,064
|
)
|
$
|
(24,765
|
)
|
$
|
(9,561
|
)
|
$
|
(34,231
|
)
|
$
|
(7,781
|
)
|
$
|
(4,525
|
)
|
$
|
(109,132
|
)
|
$
|
(6,747
|
)
|
$
|
(128,185
|
)
|
|||||||||||
P a g e | 20
Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2022 and 2021
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
c. Major customers
For the three-month period ended September 30, 2022, the Company sold concentrates and finished goods to two major customers (2021: two major customers) accounting for 65% and 34% (2021: 86% and 12%) of revenues. For the nine-month
period ended September 30, 2022, the Company sold concentrates and finished goods to two major customers (2021: two major customers) accounting for 90% and 10% (2021: 90% and 9%) of revenues.
20. 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 $9.7 million (MXN 196.8 million), of which $4.2 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax
authorities subsequently reversed $4.7 million (MXN 94.6 million) of their original reassessment. The remaining $5.0 million (MXN 102.2 million) consists of $4.2 million (MXN 84.4 million) related to transactions with certain suppliers
and $0.9 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 $0.9 million (MXN
17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.2 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.0 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 September 30, 2022, the accrued liability of the probable
obligation was $1.0 million (December 31, 2021: $1.0 million).
In July 2021, the Company was served with a statement of claim that was filed in the Ontario Superior Court of Justice to commence a proposed class action lawsuit against the Company and its Chief Executive Officer (the “Action”).
Pursuant to the Action, the representative plaintiff seeks damages of $130 million CAD in relation to the Company’s public disclosure concerning its Relief Canyon Mine. Although no assurance can be given with respect to the ultimate
outcome, the Company believes that the complaint against it is unfounded and without merit, and it intends to vigorously defend the proceeding.
21. Subsequent events
The RoyCap Convertible Debenture was further reduced to $18.0 million CAD as of November 11, 2022, through an additional retraction of $1.0 million CAD settled through issuance of approximately 1.7 million of the
Company’s common shares. The Company also repaid $1.25 million of the outstanding Promissory Note principal amount.
P a g e | 21
Exhibit 99.2
AMERICAS GOLD AND SILVER CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
DATED NOVEMBER 14, 2022
Americas Gold and Silver Corporation
Management’s Discussion and Analysis
Table of Contents
|
Forward-Looking Statements
|
1
|
|
Management’s Discussion and Analysis
|
3
|
|
Overview
|
3
|
|
Recent Developments and Operational Discussion
|
5
|
|
Results of Operations
|
12
|
|
Summary of Quarterly Results
|
14
|
|
Liquidity
|
15
|
|
Capital Resources
|
17
|
|
Off-Balance Sheet Arrangements
|
17
|
|
Transactions with Related Parties
|
17
|
|
Risk Factors
|
18
|
|
Accounting Standards and Pronouncements
|
18
|
|
Financial Instruments
|
18
|
|
Capital Structure
|
19
|
|
Controls and Procedures
|
19
|
|
Technical Information
|
19
|
|
Non-GAAP and Other Financial Measures
|
19
|
Unless otherwise indicated, in this Management Discussion and Analysis all reference to “dollar” or the use of the symbol “$” 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 nine months ended September 30, 2022
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 the MD&A shall have the meaning ascribed to such term elsewhere in the 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 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 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 impairment of mining interests and non-producing properties and subsequent recovery or increased impairments taken; 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; 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 Galena hoist project on its expected schedule and updated budget,
and the realization of the anticipated benefits therefrom; material uncertainties that may impact the Company’s liquidity in the short term; the effects of COVID-19; the Company’s review of pension valuation; 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; the timing and possible outcomes of pending disputes or litigation;
negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of our business; our dividend policy; capital expenditures; the Company’s ability to operate the Relief Canyon mine; the return to full production
and maintaining full production at the Company's Cosalá Operations following the resolution of the illegal blockade and the resumption of mining and processing 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; the suspension of certain operating metrics
such as cash costs and all-in sustaining costs for the Galena Complex and Relief Canyon; the liquidity of the Company’s common shares; the proposed class action lawsuit against the Company and its Chief Executive Officer, 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.
P a g e | 1
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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; actual and potential risks and uncertainties relating to the emergence of new strains and/or the resurgence of
COVID-19, actions that have been and may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact and the availability, effectiveness and use of treatments and vaccines (including the effectiveness of boosters),
including potential material adverse effects on the Company’s business, operations and financial performance; actions that have been and may be taken by governmental authorities to contain COVID-19 or to treat its impact on the Company’s business;
the actual and potential negative impacts of COVID-19 on the global economy, supply chains and financial markets; the Company is dependent on the success of the San Rafael project as well as its Cosalá Operations, the Galena Complex and the Relief
Canyon mine, 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; 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; the Company
may engage in hedging activities; 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 the 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.
P a g e | 2
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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 nine months ended September 30, 2022, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated November 11, 2022 and should be read in conjunction with the Company’s unaudited
condensed interim consolidated financial statements and the notes thereto for the three and nine months ended September 30, 2022 and 2021. The unaudited condensed interim consolidated financial statements for the three and nine months ended
September 30, 2022 and 2021 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.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com.
The content of the Company’s website and information accessible through the website do not form part of this MD&A.
In this report, the management of the Company presents operating highlights for the three months ended September 30, 2022 (“Q3-2022”) compared to the three months ended September 30, 2021 (“Q3-2021”) and for the nine
months ended September 30, 2022 (“YTD-2022”) compared to the nine months ended September 30, 2021 (“YTD-2021”) 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 with an initial contribution of $15 million to fund
capital improvements. 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.
P a g e | 3
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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 newly-constructed 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.
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 restarted the Cosalá Operations in
Q4-2021 following the signing of an accord with the SNM Union and witnessed by the Mexican Ministries of Economy, Interior and Labour on July 6, 2021. 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”.
P a g e | 4
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Recent Developments and Operational Discussion
Q3-2022 Highlights
|
●
|
Revenue of $18.3 million and net loss of $24.6 million for Q3-2022, or an attributable loss of $0.12 per share, representing an increase of $7.4 million in revenue from increased production1 and an increase in net loss of
$6.0 million compared to Q3-2021, mainly due to lower metal prices, an impairment to property, plant and equipment at Relief Canyon, higher cost of sales, higher foreign exchange loss, and higher income tax expense, offset in part by
higher revenue from restart of the Cosalá Operations, lower care and maintenance costs, and gain on fair value of metals contract liability.
|
|
●
|
The net loss increased by $15.3 million to $24.6 million during Q3-2022 from $9.3 million during Q2-2022 mainly due to the impairment to property, plant and equipment at Relief
Canyon of $13.4 million and lower precious and base metal prices of $1.6 million. The impairment was based on the decrease of gold equivalent per ounce valuations of comparable companies at the end of the quarter.
|
|
●
|
Consolidated attributable production of approximately 1.3 million ounces of silver equivalent1, including 0.3 million ounces
of silver, 9.4 million pounds of zinc and 5.9 million pounds of lead, with cost of sales of $10.33/oz silver equivalent produced2, cash costs of $10.01/oz silver produced2 and all-in sustaining costs of $18.66/oz
silver produced2 during the quarter.
|
|
●
|
YTD consolidated attributable production of approximately 4.0 million ounces of silver equivalent2, including 0.9 million
ounces of silver, 29.0 million pounds of zinc and 18.7 million pounds of lead, with cost of sales of $10.12/oz silver equivalent produced2, cash costs of negative $0.39/oz silver produced2 and all-in sustaining
costs of $7.51/oz silver produced2.
|
|
●
|
YTD-2022 net income from the Cosalá Operations and Galena Complex operating segments increased by $12.4 million (+100%) in aggregate compared to YTD-2021.
|
|
●
|
The Company’s 2022 guidance for attributable production remains at 1.4 to 1.8 million silver ounces and 4.8 to 5.2 million silver equivalent ounces at cash costs of $4.00 to $5.00 per ounce silver.
|
|
●
|
The Company’s updated mineral resource estimate was reported in late Q3-2022 with increased proven and probable silver mineral reserves at the Galena Complex by 26% from 16.6 million silver ounces to 20.9
million silver ounces year-over-year on a 100% basis. Measured and indicated silver mineral resources increased by 20% from 64.2 million silver ounces to 77.3 million silver ounces year-over-year on a 100% basis.
|
|
●
|
Q3-2022 at the Cosalá Operations continued with another strong quarter of production with approximately 186,000 ounces of silver, 9.4
million pounds of zinc, and 3.8 million pounds of lead produced, and all-in sustaining costs of $4.35/oz silver produced2 during the quarter.
|
|
●
|
Galena’s Recapitalization Plan is proceeding well with the Galena Complex YTD-2022 production increasing to 817,026 ounces or 6% higher year-over-year silver production compared to YTD-2021 production despite lower than anticipated
silver production in Q3-2022. The Galena hoist project is proceeding well and expected to be within the revised budget with commissioning expected in late Q4-2022.
|
|
●
|
Net cash used in operating activities2 of $6.7 million during Q3-2022 representing a decrease of $2.6 million compared to
net cash used in operating activities of $9.3 million during Q3-2021.
|
|
●
|
The Company had a cash and cash equivalents balance of $2.4 million and working capital2 deficit of $16.7 million as at September 30, 2022.
|
The third quarter was challenging for the Company despite the increase in production at its operations, due to the significant decrease in precious and base metals prices as investors adjusted capital flows and allocations in response to the
Russian invasion of the Ukraine, increases in global interest rates, and a heightened recession expectation, among other macroeconomic events. The average monthly market price of silver decreased by 25% from a high of $26.18 per ounce in March
2022, reaching a low of $17.77 per ounce in September 2022. The market prices of both zinc and lead have also decreased significantly this year: zinc decreased from over $2/lb. in March 2022 to $1.23/lb. in October 2022 (39% decrease), and lead
prices decreased from over $1.10lb. in February to $0.80/lb. in September (27% decrease). The Company is dependant on precious and base metal prices for profitability and liquidity.
2 Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Accounting Standards and Pronouncements” section for further information.
3 This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
P a g e | 5
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Cosalá Operations
YTD-2022 was successful at the Cosalá Operations where production increased significantly as normal mining operations were re-established following the resolution of the illegal blockade and the reopening of the
Cosalá Operations on September 13, 2021. During another full quarter of production in Q3-2022, the Cosalá Operations produced approximately 186,000 ounces of silver, 9.4 million pounds of zinc and 3.8 million pounds of lead, with cash costs of
negative $4.43/oz silver produced and all-in sustaining costs of $4.35/oz silver produced. The Los Braceros processing plant treated 142,403 tonnes with the milling rate averaging approximately 1,550 tonnes per day during Q3-2022 compared to nil
from Q3-2021.
Production initially focused on maximizing near-term free cash flow by mining high-grade zinc areas of the Main Zone which were fully developed prior to the illegal blockade. The mine will continue to develop and
increase production from the Upper Zone during Q4-2022, which is expected to carry higher silver grades than the Main Zone.
Galena Recapitalization Plan
The Recapitalization Plan at the Galena Complex is continuing to progress with year-over-year silver production increasing in 2022 compared to 2021. Production in YTD-2022 was 817,026 ounces of silver and 1,344,422
ounces of silver equivalent compared with 770,003 ounces of silver and 1,294,310 ounces of silver equivalent in YTD-2021, a year-over-year increase of 6% and 4%, respectively. This improvement was due to the refurbishment and purchase of
underground mobile equipment, capital investments (machinery and development), and mine-wide rehabilitation, including the 5500 Level loading pocket, which allows ore and waste to be skipped from this level.
Silver production was lower than anticipated in Q3-2022 due to the unexpected poor quality of cemented backfill which required remedial work on the effected stopes and
areas (now completed). Silver production is expected to increase in Q4-2022 due to anticipated production from new silver-copper stopes.
The Company advanced engineering and site preparations for the replacement Galena hoist during Q2/Q3-2022. All major components are currently on site and are now in the
process of installation with commissioning expected by late Q4-2022. The Company spent $2.4 million in Q3-2022 for a total project to date spend of $6.5 million and expects the project to be completed within the revised budget. The Galena Hoist is
expected to be in service in Q1-2023 allowing for increased hoisting capacity of ore and development waste, and improved safety and operational flexibility. Further underground development improvements, additional equipment procurements, and
ongoing exploration drilling to target mineralization below current workings are expected to provide long term benefits to the operation, further improving mining efficiency and lowering cash costs.
Galena Exploration Update
The Phase II drill program at the Galena Complex began in late August 2021. Phase II exploration has completed approximately 19,000 meters of drilling with a focus on delineating deeper exploration targets and
upgrading inferred mineral resources. The initial focus was to test the recently discovered Silver Vein extension below the 5500 Level, the deepest level of the mine. To-date, the Silver Vein extension has been delineated to over 400 ft below the
5500 Level. As part of the 5500 Level drilling of the Silver Vein extension, the Company successfully intersected the high grade 185 Vein approximately 800 ft below the 5500 Level. Key intercepts from the Silver Vein extension and the 185 Vein
include:
P a g e | 6
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
|
o
|
55-196: 780 g/t silver and 1.1% copper (890 g/t AgEq3) over 1.5 m4
|
|
o
|
55-199: 1,405 g/t silver and 1.5% copper (1,561 g/t AgEq) over 1.8 m
|
|
o
|
55-200: 1,593 g/t silver, 0.2% lead and 0.9% copper (1,690 g/t AgEq) over 0.7 m
including: 3,220 g/t silver, 0.4% lead and 1.7% copper (3,410 g/t AgEq) over 0.2 m
|
|
o
|
55-216: 4,010 g/t silver and 3.9% copper (4,420 g/t AgEq) over 1.2 m
|
|
o
|
55-217: 1,460 g/t silver and 1.3% copper (1,594 g/t AgEq) over 1.7 m
including: 9,600 g/t silver and 8.8% copper (10,500 g/t AgEq) over 0.2 m
and: 4,120 g/t silver and 3.1% copper (4,440 g/t AgEq) over 0.3 m
and: 1,745 g/t silver, 7.8% lead and 0.8% copper (2,111 g/t AgEq) over 0.8 m
|
In addition to deep exploration drilling, the Company has focused on in-fill drilling to upgrade inferred mineral resources adjacent to current
production areas to the measured and indicated categories. The Company’s most recent mineral resource update released in September 2022 increased proven and probable silver mineral reserves at the Galena Complex by 26% from 16.6 million silver
ounces to 20.9 million silver ounces year-over-year on a 100% basis. Measured and indicated silver mineral resources increased by 20% from 64.2 million silver ounces to 77.3 million silver ounces year-over-year on a 100% basis. Refer to the
Company’s September 13, 2022 press release for update to its mineral reserve and mineral resource statement as at June 30, 2022.
A full table of the Company’s latest drill results can be found at:
https://americas-gold.com/site/assets/files/4297/dr20220623.pdf.
The Company’s latest consolidated mineral reserve and mineral resource statement can be found at: https://americas-gold.com/site/assets/files/5151/reserves20220913.pdf.
Information contained on the Company’s website are 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 temporarily 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 and operations 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.
The Company determined an impairment indicator existed at the end of Q3-2022 due to the decrease in its market capitalization below its consolidated net assets value. Management believes this decrease in market capitalization was primarily the
result of the noted decrease in precious metal prices, company valuations, and market capital flows among other factors. The Company performed an assessment of all its cash-generating units and identified an impairment charge on its Relief Canyon
property, plant and equipment carrying value of $13.4 million. The valuation was determined through the fair value of the contained gold equivalent ounces at Relief Canyon based on a market approach of comparable companies, primarily in the
feasibility, construction, and production stage of mining.
The Company will continue to monitor the carrying value of its CGUs. Further decreases or increases affecting impairment indicators may result in additional charges or a recovery of previous charges.
4 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.
5 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.
P a g e | 7
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Other Items During YTD-2022
In July 2021, the Company was served with a statement of claim filed in the Ontario Superior Court of Justice to commence a proposed class action lawsuit against the Company and its Chief Executive Officer (the
“Action”). Pursuant to the Action, the representative plaintiff seeks damages of C$130 million in relation to the Company’s public disclosure concerning its Relief Canyon. Although no assurance can be given with respect to the ultimate outcome, the
Company believes that the complaint against it is unfounded and without merit and intends to vigorously defend the proceeding.
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. As of November 11, 2022, approximately 39.5 million common shares were sold pursuant to the ATM
Agreement with an average price per common share of approximately $1.06 for gross proceeds of approximately $42.0 million.
On March 24, 2022, the Company closed a non-brokered private placement with Sandstorm Gold Ltd. (“Sandstorm”) for gross proceeds of $2.5 million through issuance of approximately 2.1 million of the Company’s common
shares priced at approximately C$1.50 per share.
On June 24, 2022, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.2 million through issuance of approximately 3.2 million of the Company’s common shares priced at
approximately C$0.90 per share.
On September 23, 2022, the Company closed a non-brokered private placement with Sandstorm for gross proceeds of $2.6 million through issuance of approximately 5.1 million of the Company’s common shares priced at
approximately C$0.66 per share.
On April 29, 2021, the Company issued a secured convertible debenture to Royal Capital Management Corp. (“RoyCap”) due April
28, 2024 (the “2024 Convertible Debenture”) for total of C$18.8 million with interest payable at 8% per annum, among other terms. On October 20, 2022, the 2024 Convertible Debenture was amended to a total of C$19.0 million outstanding with
interest payable at 9.5% per annum, repayable at the Company’s option prior to maturity subject to payment of a redemption premium, and convertible into common shares of the Company at the holder’s option at a conversion price of C$1.00. The 2024
Convertible Debenture was further reduced to C$18.0 million as of November 11, 2022, through an additional retraction of C$1.0 million settled through issuance of approximately 1.7 million of the Company’s common shares.
P a g e | 8
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Consolidated Results and Developments
|
|
Q3-2022
|
Q3-2021
|
4,5
|
YTD-2022
|
YTD-20214,5
|
|||||||||||
|
Revenue ($ M)
|
$
|
18.3
|
$
|
10.9
|
$
|
64.7
|
$
|
30.8
|
||||||||
|
Silver Produced (oz)1
|
331,304
|
172,658
|
930,848
|
462,002
|
||||||||||||
|
Zinc Produced (lb)1
|
9,434,924
|
-
|
28,950,116
|
-
|
||||||||||||
|
Lead Produced (lb)1
|
5,865,288
|
2,691,010
|
18,680,540
|
8,310,674
|
||||||||||||
|
Total Silver Equivalent Produced ($/oz)1,2,3
|
1,339,001
|
287,735
|
3,956,533
|
776,586
|
||||||||||||
|
Cost of Sales/Ag Eq Oz Produced ($/oz)1,3
|
$
|
10.33
|
-
|
$
|
10.12
|
-
|
||||||||||
|
Cash Costs/Ag Oz Produced ($/oz)1,3
|
$
|
10.01
|
-
|
$
|
(0.39
|
)
|
-
|
|||||||||
|
All-In Sustaining Costs/Ag Oz Produced ($/oz)1,3
|
$
|
18.66
|
-
|
$
|
7.51
|
-
|
||||||||||
|
Net Loss ($ M)
|
$
|
(24.6
|
)
|
$
|
(18.6
|
)
|
$
|
(34.2
|
)
|
$
|
(128.2
|
)
|
||||
|
Comprehensive Income (Loss) ($ M)
|
$
|
(20.1
|
)
|
$
|
(19.1
|
)
|
$
|
(24.3
|
)
|
$
|
(124.9
|
)
|
||||
| 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.
|
| 4 |
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 disclosure of certain
operating metrics were suspended during the Galena Recapitalization Plan implementation.
|
| 5 |
Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Accounting Standards and Pronouncements” section for further information.
|
Consolidated operating results from Q3-2022 were significantly improved compared to Q3-2021 due to the restart of mining operations at the Cosalá Operations in Q4-2021 and return to full production thereafter
following the removal of the illegal blockade. The consolidated attributable production of silver and silver equivalent5 during Q3-2022 increased by approximately 92% and over 365%, respectively, compared to Q3-2021.
Revenue increased by $7.4 million or 68% to $18.3 million in Q3-2022 from $10.9 million during Q3-2021. The increase in revenue was primarily due to the restarted Cosalá Operations with increased silver, zinc, and lead production, offset by decrease in silver and lead revenue at the Galena Complex from lower realized metal prices during the period. The average realized zinc price5
increased by 8% during the period to $1.47/lb. (increase in realized zinc price was determined by comparison to the average London silver spot price as there were no sales of zinc during Q3-2021). The average realized silver price5
decreased by 21% from Q3-2021 to Q3-2022 with a price of $19.07/oz for Q3-2022 (Q3-2021 – $24.17/oz) which is comparable to the average London silver spot price of $19.22/oz for Q3-2022 (Q3-2021 – $24.36/oz).
The Company recorded a net loss of $24.6 million for the three months ended September 30, 2022 compared to a net loss of $18.6 million for the three months ended September 30, 2021. The increase in net loss was
primarily attributable to impairment to property, plant and equipment at Relief Canyon, higher cost of sales, higher foreign exchange loss, and higher income tax expense, offset in part by higher revenue from restart of the Cosalá Operations, lower
care and maintenance costs, and gain on fair value of metals contract liability. The Company significantly reduced the consolidated monthly spend with the suspension of mining at Relief Canyon that contributed to prior period’s net loss. These
variances are further discussed in the following sections.
5 This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.
P a g e | 9
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Cosalá Operations
|
|
Q3-2022
|
Q3-2021
|
3
|
YTD-2022
|
YTD-20213
|
|||||||||||
|
Tonnes Milled
|
142,403
|
-
|
430,578
|
-
|
||||||||||||
|
Silver Grade (g/t)
|
59
|
-
|
54
|
-
|
||||||||||||
|
Zinc Grade (%)
|
3.78
|
-
|
3.90
|
-
|
||||||||||||
|
Lead Grade (%)
|
1.59
|
-
|
1.67
|
-
|
||||||||||||
|
Silver Recovery (%)
|
68.8
|
-
|
59.2
|
-
|
||||||||||||
|
Zinc Recovery (%)
|
79.5
|
-
|
78.2
|
-
|
||||||||||||
|
Lead Recovery (%)
|
75.4
|
-
|
72.9
|
-
|
||||||||||||
|
Silver Produced (oz)
|
186,062
|
-
|
440,632
|
-
|
||||||||||||
|
Zinc Produced (lb)
|
9,434,924
|
-
|
28,950,116
|
-
|
||||||||||||
|
Lead Produced (lb)
|
3,765,604
|
-
|
11,559,124
|
-
|
||||||||||||
|
Total Silver Equivalent Produced ($/oz)1,2
|
1,096,036
|
-
|
3,149,880
|
-
|
||||||||||||
|
Silver Sold (oz)
|
175,015
|
-
|
414,856
|
-
|
||||||||||||
|
Zinc Sold (lb)
|
9,479,410
|
-
|
27,908,405
|
-
|
||||||||||||
|
Lead Sold (lb)
|
3,879,776
|
-
|
11,215,081
|
-
|
||||||||||||
|
Cost of Sales/Ag Eq Oz Produced ($/oz)2
|
$
|
7.70
|
-
|
$
|
7.70
|
-
|
||||||||||
|
Cash Costs/Ag Oz Produced ($/oz)2
|
$
|
(4.43
|
)
|
-
|
$
|
(26.36
|
)
|
-
|
||||||||
|
All-In Sustaining Costs/Ag Oz Produced ($/oz)2
|
$
|
4.35
|
-
|
$
|
(17.91
|
)
|
-
|
|||||||||
| 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.
|
| 3 |
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.
|
YTD- 2022 was successful at the Cosalá Operations where production increased significantly as normal mining operations were re-established following the resolution of the illegal blockade and the reopening of the
Cosalá Operations on September 13, 2021. During another full quarter of production in Q3-2022, the Cosalá Operations produced approximately 186,000 ounces of silver, 9.4 million pounds of zinc and 3.8 million pounds of lead. The Los Braceros
processing plant treated 142,403 tonnes with the milling rate averaging approximately 1,550 tonnes per day during Q3-2022 compared to nil from Q3-2021. Operating cost metrics have increased during Q3-2022 due to lower by-product credits as a result
of current zinc and lead prices.
Production initially focused on maximizing near-term free cash flow by mining high-grade zinc areas of the Main Zone which were fully developed prior to the illegal blockade. The mine will continue to develop and
increase production from the Upper Zone during Q4-2022, which is expected to carry higher silver grades than the Main Zone.
P a g e | 10
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Galena Complex
|
|
Q3-2022
|
Q3-2021
|
3
|
YTD-2022
|
YTD-20213
|
|||||||||||
|
Tonnes Milled
|
25,867
|
30,234
|
84,252
|
90,941
|
||||||||||||
|
Silver Grade (g/t)
|
299
|
304
|
310
|
272
|
||||||||||||
|
Lead Grade (%)
|
6.49
|
7.19
|
6.72
|
7.41
|
||||||||||||
|
Silver Recovery (%)
|
97.0
|
97.4
|
97.2
|
96.8
|
||||||||||||
|
Lead Recovery (%)
|
94.6
|
93.5
|
95.1
|
93.2
|
||||||||||||
|
Silver Produced (oz)
|
242,070
|
287,763
|
817,026
|
770,003
|
||||||||||||
|
Lead Produced (lb)
|
3,499,472
|
4,485,016
|
11,869,026
|
13,851,123
|
||||||||||||
|
Total Silver Equivalent Produced ($/oz)1,2
|
404,942
|
479,559
|
1,344,422
|
1,294,310
|
||||||||||||
|
Silver Sold (oz)
|
252,465
|
296,528
|
831,524
|
803,940
|
||||||||||||
|
Lead Sold (lb)
|
3,646,277
|
4,583,415
|
12,096,879
|
14,529,976
|
||||||||||||
|
Cost of Sales/Ag Eq Oz Produced ($/oz)2
|
$
|
22.22
|
-
|
$
|
19.56
|
-
|
||||||||||
|
Cash Costs/Ag Oz Produced ($/oz)2
|
$
|
28.51
|
-
|
$
|
22.96
|
-
|
||||||||||
|
All-In Sustaining Costs/Ag Oz Produced ($/oz)2
|
$
|
37.00
|
-
|
$
|
30.35
|
-
|
||||||||||
|
All-In Sustaining Costs with Galena
|
||||||||||||||||
|
Recapitalization Plan/Ag Oz Produced ($/oz)2
|
$
|
48.81
|
-
|
$
|
38.57
|
-
|
||||||||||
| 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.
|
| 3 |
Disclosure of certain operating metrics were suspended during the Galena Recapitalization Plan implementation.
|
The Company announced a strategic joint venture agreement with Sprott in September 2019 to recapitalize the mining operations at the Galena Complex. The goal of the joint venture is to position the Galena Complex to
significantly grow resources, increase production, and reduce operating costs at the mine. The strategic 60/40 joint venture has allowed the Company to take positive action: to advance development, modernize infrastructure, purchase new mining
equipment, and define and expand silver resources.
Silver production was lower than anticipated in Q3-2022 due to poor quality of cemented backfill which required remedial work on the effected stopes and areas (now completed). Silver production is expected to
increase in Q4-2022 due to anticipated production from new silver copper stopes.
As previously noted, the Company expects to commission the Galena hoist in late Q4-2022 which will increase hoisting capacity at the operation in Q1-2023 and beyond. Cash costs per ounce at the Galena Complex are
also anticipated to decrease with the completion of the Galena replacement hoist considering most of the operating costs do not fluctuate significantly with increased ore tons mined or milled and are expected to decrease on a per silver ounce basis
assuming expected higher silver and lead production beyond 2022.
Relief Canyon
As a result of consolidated capital allocation decisions, Relief Canyon suspended mining operations as of August 13, 2021, with the approval by the Board of Directors, while it continues leaching operations and
ongoing technical studies. During YTD-2022, gold production was 1,857 ounces and silver production was 4,338 ounces from continuing leaching operations with 1,728 ounces of gold and 4,022 ounces of silver delivered and sold, respectively.
P a g e | 11
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Guidance and Outlook
|
|
2022 Guidance1
|
2023 Outlook1
|
2024 Outlook1
|
|
Silver Production (oz)
|
1.4 - 1.8 Moz
|
2.4 - 2.8 Moz
|
3.4 - 3.8 Moz
|
|
Zinc Production (lb)
|
36 - 40 Mlb
|
31 - 35 Mlb
|
33 - 37 Mlb
|
|
Lead Production (lb)
|
22 - 26 Mlb
|
21 - 25 Mlb
|
22 - 26 Mlb
|
|
Silver Equivalent Production (oz)
|
4.8 - 5.2 Moz
|
5.6 - 6 Moz
|
7 - 7.4 Moz
|
|
Cash Costs/Ag Oz Production ($/oz)
|
$4.00 - $5.00/oz
|
|
|
|
Capital Expenditures - Sustaining ($)
|
$12 - $14 M
|
|
|
|
Capital Expenditures - Growth ($)
|
$6 - $7 M
|
|
|
|
Exploration Drilling ($)
|
$2.5 - $3 M
|
|
|
| 1 |
Throughout this MD&A, guidance for 2022 and outlook for 2023 and 2024 is 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 calculated based on $22.00/oz silver, $1.30/lb zinc and $0.95/lb lead.
|
The Company continues to expect significant increases to metals production in 2022 following the resolution of the illegal blockade at the Cosalá Operations and continued recapitalization at the Galena Complex. The
Company’s guidance for 2022 remains at attributable production of the lower end of 1.4 to 1.8 million silver ounces and 4.8 to 5.2 million silver equivalent ounces at cash costs of $4.00 to $5.00 per ounce silver.
Results of Operations
Analysis of the three months ended September 30, 2022 vs. the three months ended September 30, 2021
The Company recorded a net loss of $24.6 million for the three months ended September 30, 2022 compared to a net loss of $18.6 million for the three months ended September 30, 2021. The increase in net loss was
primarily attributable to lower precious and base metal prices, impairment to property, plant and equipment at Relief Canyon ($13.4 million), higher cost of sales ($2.7 million), higher foreign exchange loss ($3.2 million), and higher income tax
expense ($0.9 million), offset in part by higher net revenue ($7.4 million), lower care and maintenance costs ($4.0 million), and gain on fair value of metals contract liability ($2.4 million), each of which are described in more detail below.
Revenue increased by $7.4 million to $18.3 million for the three months ended September 30, 2022 from $10.9 million for the three months ended September 30,
2021. The increase was primarily due to $11.9 million in revenue from the Cosalá Operations in Q3-2022 due to the restart of operations, less a $3.1 million decrease in silver and lead revenue at the Galena Complex from lower realized metal prices
during the period, and less a $1.4 million decrease in gold and silver revenue due to the suspension of mining operations at Relief Canyon.
Cost of sales increased by $2.7 million to $18.7 million for the three months ended September 30, 2022 from $16.0
million for the three months ended September 30, 2021. The increase was primarily due to a $6.7 million decrease in cost of sales due to the suspension of mining operations at Relief Canyon, offset by a $8.3 million increase in cost of sales from
the Cosalá Operations in Q3-2022 due to the restart of operations, and a $1.1 million increase in cost of sales from the Galena Complex due to an increase in operating costs.
Care and maintenance costs decreased by $4.0 million to $1.1 million for the three months ended September 30, 2022
from $5.1 million for the three months ended September 30, 2021. The decrease was primarily due to a $2.6 million and a $1.3 million decrease in care and maintenance costs from the Cosalá Operations and Relief Canyon, respectively, during the
period.
Foreign exchange loss increased by $3.2 million to a $2.4 million loss for the three months ended September 30, 2022 from a $0.8 million gain for the three
months ended September 30, 2021 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.
P a g e | 12
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Impairment to property, plant and equipment of $13.4 million was recorded during the three months ended September 30, 2022 to Relief Canyon due to the
assessment of an impairment indicator as previously noted. There were no comparable impairments during Q3-2021.
Gain on fair value of metals contract liability of $2.4 million was recorded during the three months ended September 30, 2022 due to a change in fair value
of the Company’s metals contract liability to Sandstorm during the period, primarily due to the decrease in gold price forward curve compared to prior periods.
Income tax expense increased by $0.9 million due to income and mining taxes accrued from the Cosalá Operations during the period.
Analysis of the nine months ended September 30, 2022 vs. the nine months ended September 30, 2021
The Company recorded a net loss of $34.2 million for the nine months ended September 30, 2022 compared to a net loss of $128.2 million for the nine months ended September 30, 2021. The decrease in net loss was
primarily attributable to higher net revenue ($33.9 million), lower cost of sales ($17.5 million), lower care and maintenance costs ($6.0 million), lower impairment to property, plant and equipment ($42.5 million), gain on fair value of metals
contract liability ($2.9 million), and gain on government loan forgiveness ($4.3 million), offset in part by higher depletion and amortization ($4.8 million), higher foreign exchange loss ($3.7 million), lower gain on derivatives ($1.7 million),
and higher income tax expense ($2.9 million), each of which are described in more detail below.
Revenue increased by $33.9 million to $64.7 million for the nine months ended September 30, 2022 from $30.8 million for the nine months ended September 30,
2021. The increase was primarily due to $40.7 million in revenue from the Cosalá Operations in YTD-2022 due to the restart of operations, less a $3.3 million decrease in silver and lead revenue at the Galena Complex from lower realized metal prices
during the period, and less a $3.5 million decrease in gold and silver revenue due to the suspension of mining operations at Relief Canyon.
Cost of sales decreased by $17.5 million to $53.0 million for the nine months ended September 30, 2022 from $70.5
million for the nine months ended September 30, 2021. The decrease was primarily due to a $44.8 million decrease in cost of sales from inventory write-downs at Relief Canyon recognized in YTD-2021, offset by a $24.1 million increase in cost of
sales from the Cosalá Operations in YTD-2022 due to the restart of operations, and a $3.2 million increase in cost of sales from the Galena Complex due to an increase in operating costs.
Depletion and amortization increased by $4.8 million to $16.4 million for the nine months ended September 30, 2022 from $11.6 million for the nine months
ended September 30, 2021. The increase was primarily due to a $4.4 million increase in depletion and amortization from the Cosalá Operations in YTD-2022 plus a $0.7 million increase in depletion and amortization from the Galena Complex due to
increased units of production.
Care and maintenance costs decreased by $6.0 million to $3.5 million for the nine months ended September 30, 2022
from $9.5 million for the nine months ended September 30, 2021. The decrease was primarily due to a $6.2 million decrease in care and maintenance costs from the Cosalá Operations in YTD 2022.
Foreign exchange loss increased by $3.7 million to a $3.6 million loss for the nine months ended September 30, 2022 from a $0.1 million gain for the nine
months ended September 30, 2021 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.
P a g e | 13
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Impairment to property, plant and equipment of $56.0 million was recorded during the nine months ended September 30, 2021 primarily as a result of changes
to Relief Canyon’s expected gold production, impairing the recovery of its net asset carrying amount, compared to impairment of $13.4 million recorded during the nine months ended September 30, 2022 to Relief Canyon due to declining market
capitalization during the period.
Gain on fair value of metals contract liability of $2.9 million was recorded during the nine months ended September 30, 2022 due to a change in fair value
of the Company’s metals contract liability to Sandstorm during the period, primarily due to the decrease in gold price forward curve compared to prior periods.
Gain on derivatives decreased by $1.7 million to $0.1 million for the nine months ended September 30, 2022 from a $1.8 million for the nine months ended
September 30, 2021 mainly due to a change in fair value of the Company’s derivative instruments from outstanding convertible debentures during the period.
Gain on government loan forgiveness of $4.3 million was recorded during the nine months ended September 30, 2022 as forgiveness of the Company’s loan
through the Paycheck Protection Program from the U.S. CARES Act was confirmed during the period.
Income tax expense increased by $2.9 million due to income and mining taxes accrued from the Cosalá Operations during the period.
Summary of Quarterly Results
The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with September 30, 2022.
|
Q3
|
Q2
|
Q1
|
Q4
|
Q3
|
Q2
|
Q1
|
Q4
|
|||||||||||||||||||||||||
|
2022
|
2022
|
2022
|
2021
|
1,5
|
2021
|
1,5
|
2021
|
1,5
|
2021
|
1,5
|
2020
|
1
|
||||||||||||||||||||
|
Revenue ($ M)
|
$
|
18.3
|
$
|
20.0
|
$
|
26.4
|
$
|
14.2
|
$
|
10.9
|
$
|
9.5
|
$
|
10.4
|
$
|
8.7
|
||||||||||||||||
|
Net Loss ($ M)
|
(24.6
|
)
|
(9.3
|
)
|
(0.3
|
)
|
(32.4
|
)
|
(18.6
|
)
|
(17.8
|
)
|
(91.8
|
)
|
(9.0
|
)
|
||||||||||||||||
|
Comprehensive Income (Loss) ($ M)
|
(20.1
|
)
|
(7.0
|
)
|
2.8
|
(34.9
|
)
|
(19.1
|
)
|
(18.7
|
)
|
(87.1
|
)
|
(9.6
|
)
|
|||||||||||||||||
|
Silver Produced (oz)2
|
331,304
|
299,228
|
300,316
|
61,001
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
Zinc Produced (lb)2
|
9,434,924
|
9,941,949
|
9,573,243
|
4,164,185
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
Lead Produced (lb)2
|
5,865,288
|
6,447,775
|
6,367,477
|
1,672,806
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
|
Cost of Sales/Ag Eq Oz Produced ($/oz)2,3,4
|
$
|
10.33
|
$
|
9.76
|
$
|
10.26
|
$
|
7.47
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
|
Cash Costs/Ag Oz Produced ($/oz)2,3,4
|
$
|
10.01
|
$
|
(2.72
|
)
|
$
|
(9.55
|
)
|
$
|
(18.53
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||
|
All-In Sustaining Costs/Ag Oz Produced ($/oz)2,3,4
|
$
|
18.66
|
$
|
5.37
|
$
|
(2.67
|
)
|
$
|
(14.67
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Current Assets (qtr. end) ($ M)
|
$
|
19.3
|
$
|
29.1
|
$
|
29.0
|
$
|
23.5
|
$
|
28.3
|
$
|
29.4
|
$
|
27.7
|
$
|
20.1
|
||||||||||||||||
|
Current Liabilities (qtr. end) ($ M)
|
36.0
|
38.1
|
33.5
|
45.6
|
38.2
|
39.0
|
27.9
|
39.0
|
||||||||||||||||||||||||
|
Working Capital (qtr. end) ($ M)
|
(16.7
|
)
|
(9.0
|
)
|
(4.5
|
)
|
(22.1
|
)
|
(9.9
|
)
|
(9.6
|
)
|
(0.2
|
)
|
(18.9
|
)
|
||||||||||||||||
|
Total Assets (qtr. end) ($ M)
|
$
|
186.5
|
$
|
209.4
|
$
|
215.8
|
$
|
213.4
|
$
|
205.5
|
$
|
207.7
|
$
|
207.0
|
$
|
284.8
|
||||||||||||||||
|
Total Liabilities (qtr. end) ($ M)
|
81.0
|
90.2
|
93.7
|
109.6
|
80.8
|
83.3
|
73.8
|
103.6
|
||||||||||||||||||||||||
|
Total Equity (qtr. end) ($ M)
|
105.5
|
119.2
|
122.1
|
103.8
|
124.7
|
124.4
|
133.2
|
181.2
|
||||||||||||||||||||||||
| 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 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 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.
|
P a g e | 14
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
Liquidity
The change in cash since December 31, 2021 can be summarized as follows (in millions of U.S. dollars):
|
Opening cash balance as at December 31, 2021
|
$
|
2.9
|
||
|
Cash used in operations
|
(1.5
|
)
|
||
|
Expenditures on property, plant and equipment
|
(13.8
|
)
|
||
|
Repayments to Glencore pre-payment facility
|
(1.5
|
)
|
||
|
Lease payments
|
(2.5
|
)
|
||
|
Repayments to promissory note
|
(1.2
|
)
|
||
|
At-the-market offering
|
10.1
|
|||
|
Sandstorm private placements
|
7.2
|
|||
|
Delivery of metals purchased
|
(5.2
|
)
|
||
|
Contribution from non-controlling interests
|
4.3
|
|||
|
Decrease in trade and other receivables
|
3.8
|
|||
|
Change in inventories
|
(1.1
|
)
|
||
|
Change in prepaid expenses
|
(1.4
|
)
|
||
|
Change in trade and other payables
|
(1.3
|
)
|
||
|
Change in foreign exchange rates
|
3.6
|
|||
|
Closing cash balance as at September 30, 2022
|
$
|
2.4
|
The Company’s cash and cash equivalents balance decreased from $2.9 million to $2.4 million since December 31, 2021 with a working capital deficit of $16.7 million mainly due to cash used in operations, expenditures of property, plant and equipment (including the Galena hoist project), lease payments, repayment of the Glencore pre-payment facility, repayments to the existing promissory note, and delivery of metals to Sandstorm. This decrease was offset by net proceeds received from the at-the-market offering and the Sandstorm private placements in YTD-2022. Current liabilities as at September 30, 2022 were $36.0 million which is $9.6 million lower than at December 31, 2021, principally due to repayments on the outstanding Glencore pre-payment facility, and forgiveness of the U.S. CARES Act government loan.
The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. 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. 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. Despite increases in the market price of silver, zinc and lead during the first half of 2022, 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 hoist installation and the expected increase
in hoisting capacity, and COVID-19. The Company believes that it has sufficient access to capital and cash flow to fund its 2022 operations, development, and exploration plans while meeting production targets (other than production in respect of
temporary suspension of mining operations at Relief Canyon) at current commodity price levels. In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project is 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 liquidity has improved since December 31, 2021 with the restart of the Cosalá Operations and continuing operational improvements at the Galena Complex in the current metal price environment. As a
result, the Company’s going concern note disclosure that was present in its December 31, 2021 financial statements was removed due to the improvements in operating cash flow, working capital, net income, and metal production, among other factors.
However, the ability to maintain cash flow positive production at the Cosalá Operations through meeting production targets and at the Galena Complex through implementing the Galena Recapitalization Plan, allowing the Company to generate sufficient
operating cash flows while facing market fluctuations in commodity prices and inflationary pressures, are significant judgments in the condensed interim consolidated financial statements with respect to the Company’s liquidity. Should the Company
experience negative operating cash flows in future periods, the Company may need to raise additional funds through the issuance of equity (including the existing ATM offering and excess capital remaining in the existing shelf prospectus) or debt
securities.
P a g e | 15
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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.
On May 11, 2020, the Company received approximately $4.5 million in loan through the Paycheck Protection Program from the U.S. CARES Act to assist with payroll and other expenses at the Galena Complex during the
COVID-19 pandemic. The Company received confirmation via letter dated March 31, 2022 from the U.S. Small Business Administration that $4.3 million of the loan has been forgiven thus far. The Company has filed an appeal under the Paycheck Protection
Program for the remaining $0.2 million of the loan.
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 16 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2021). 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 $0.5 million per
year for each of the next 5 years (excluding fiscal 2021 funding requirements paid during YTD-2022), with approximately $0.3 million funded during YTD-2022 (as of November 11, 2022). Interest rates and market volatility have increased in recent
months which may impact future funding commitments. Further effects from COVID-19 may add significant volatility to market conditions and changes in discount rates which may impact long term annual funding requirements.
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 Q3-2022 and adjusted by approximately $6.5 million as a result of significant market volatility and increases to interest rates set by central banks and
governments globally. The Company expects to continue to review the pension valuation quarterly.
P a g e | 16
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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 $13.8 million during the nine months ended September 30, 2022 (2021: $10.4 million) spent on purchase of property, plant and equipment mostly towards the Galena Complex
Recapitalization Plan.
The following table sets out the Company’s contractual obligations as of September 30, 2022:
|
|
Less than
|
Over 5
|
||||||||||||||||||
|
|
Total
|
1 year
|
2-3 years
|
4-5 years
|
years
|
|||||||||||||||
|
Trade and other payables
|
$
|
20,371
|
$
|
20,371
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
Promissory note
|
3,750
|
3,750
|
-
|
-
|
-
|
|||||||||||||||
|
Interest on promissory note
|
58
|
58
|
-
|
-
|
-
|
|||||||||||||||
|
RoyCap convertible debenture
|
10,980
|
-
|
10,980
|
-
|
-
|
|||||||||||||||
|
Interest on RoyCap convertible debenture
|
1,386
|
876
|
510
|
-
|
-
|
|||||||||||||||
|
Government loan
|
222
|
222
|
-
|
-
|
-
|
|||||||||||||||
|
Metals contract liability
|
30,059
|
10,033
|
19,341
|
685
|
-
|
|||||||||||||||
|
Projected pension contributions
|
3,188
|
683
|
1,108
|
1,236
|
161
|
|||||||||||||||
|
Decommissioning provision
|
17,992
|
-
|
-
|
-
|
17,992
|
|||||||||||||||
|
Other long-term liabilities
|
1,285
|
-
|
444
|
264
|
577
|
|||||||||||||||
|
Total
|
$
|
89,291
|
$
|
35,993
|
$
|
32,383
|
$
|
2,185
|
$
|
18,730
|
||||||||||
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 18 of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2022.
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 nine months ended September 30, 2022.
P a g e | 17
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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.sedar.com, 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 28, 2022 or the Company’s MD&A for the year ended December 31, 2021 dated March 17, 2022. Any of these risk elements could have material adverse effects on the business of the
Company. See note 26 – Financial risk management of the Company’s audited consolidated financial statements for the year ended December 31, 2021 and note 18 – Financial risk management of the Company’s unaudited condensed interim consolidated
financial statements for the three and nine months ended September 30, 2022 and 2021.
Inflationary pressure and global supply chain delays may negatively impact the Company’s operations
The geographic areas and markets in which the Company operates have been experiencing and continue to experience elevated inflationary pressures. During YTD-2022, the Company has experienced, among other things,
higher machinery, raw material and equipment costs, as well as wage pressures in some markets. Inflationary pressures on the Company are expected to continue through 2022 and potentially further, and such pressures could be exacerbated by global
supply chain shortages and delays and increased input costs. Inflationary price increases and related pressures that are not offset by commodity price increases and operational efficiencies may have a material adverse effect on the Company’s
results of operations and profitability.
Impairment
On a quarterly basis, the Company reviews and evaluates its mining interests for indicators of impairment or impairment reversals. Previously, at the end of the first quarter of 2021, a total
impairment of $55.6 million was recorded in relation to Relief Canyon as a result of changes to Relief Canyon’s expected gold production. Impairment assessments are conducted at the level of cash-generating units (“CGU”). At the end of the third
quarter ended September 30, 2022, the Company has recorded an impairment charge of $13.4 million in relation to Relief Canyon as a result of a decrease in the Company’s market capitalization below its consolidated net assets value. This decrease
in market capitalization was the result of the decrease in precious metal prices and market capital flows among other factors. The Company performed an assessment of all its CGUs and identified an impairment charge on its Relief Canyon property,
plant and equipment carrying value of $13.4 million. The valuation was determined through the fair value of the contained gold equivalent ounces at Relief Canyon based on a market approach of comparable companies, primarily in the feasibility,
construction, and production stage of mining.
CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each operating mine,
development and exploration project represents a separate CGU. If an indication of impairment exists, the recoverable amount of the CGU is estimated. An impairment loss is recognized when the carrying amount of the CGU is in excess of its
recoverable amount. The assessment for impairment is subjective and requires management to make significant judgments and assumptions in respect of a number of factors, including estimates of production levels, operating costs and capital
expenditures reflected in the Company’s life-of-mine plans, the value of in situ ounces, exploration potential and land holdings, as well as economic factors beyond management’s control, such as precious metals prices, discount rates, foreign
exchange rates, and observable net asset value multiples. It is possible that the actual fair value could be significantly different than those estimates. In addition, should management’s estimate of the future not reflect actual events, further
impairment charges may materialize, and the timing and amount of such impairment charges is difficult to predict.
Accounting Standards and Pronouncements
Accounting standards issued and applied
The following are changes in accounting policies effective as at January 1, 2022:
(i) Property, plant and equipment
Amendments to IAS 16 - Property, Plant and Equipment – Proceeds before Intended Use - The standard is amended to prohibit deducting from the cost of property, plant and equipment any proceeds from selling items
produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, the Company recognizes the proceeds from selling such items, and the cost of producing those
items, in profit or loss. The amendments to IAS 16 are effective for annual periods beginning on or after January 1, 2022, with early adoption permitted. The amendments apply retrospectively only to property, plant and equipment that are brought to
the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the Company first applies the amendments.
The Company adopted the standard effective January 1, 2022 and retrospectively recognized $0.2 million in proceeds and costs related to sales from Relief Canyon prior to its declaration of commercial production during fiscal 2021.
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 September 30, 2022, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.
P a g e | 18
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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 September 30, 2022, there
were 191,474,956 common shares and nil preferred shares issued and outstanding.
As at November 11, 2022, there were 199,239,148 common shares and nil preferred shares issued and outstanding, and 12,216,667 options outstanding which are exchangeable in common shares of the Company. The number of
common shares issuable on the exercise of warrants is 1,275,792.
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 September 30, 2022, the Company’s CEO and CFO have certified that the DC&P are effective and that during the period ended September 30, 2022, 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 and relating to mineral reserves contained herein has been reviewed and approved by Daren Dell,
P.Eng., Chief Operating Officer of the Company. The scientific and technical information relating to mineral resources and exploration contained herein has been reviewed and approved by Niel de Bruin, P.Geo., Director of Geology of the Company.
Each of Messrs. Dell and de Bruin are "qualified persons" 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.sedar.com,
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.
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).
|
P a g e | 19
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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.
P a g e | 20
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
|
Reconciliation of Average Realized Silver, Zinc and Lead Prices
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
1
|
YTD-2022
|
YTD-20211
|
|||||||||||
|
Gross silver sales revenue ('000)
|
$
|
7,983
|
$
|
7,187
|
$
|
26,978
|
$
|
20,473
|
||||||||
|
Payable metals and fixed pricing adjustments ('000)
|
169
|
(20
|
)
|
179
|
(24
|
)
|
||||||||||
|
Payable silver sales revenue ('000)
|
$
|
8,152
|
$
|
7,167
|
$
|
27,157
|
$
|
20,449
|
||||||||
|
Divided by silver sold (oz)
|
427,480
|
296,528
|
1,246,380
|
803,940
|
||||||||||||
|
Average realized silver price ($/oz)
|
$
|
19.07
|
$
|
24.17
|
$
|
21.79
|
$
|
25.44
|
||||||||
|
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
1
|
YTD-2022
|
YTD-20211
|
|||||||||||
|
Gross zinc sales revenue ('000)
|
$
|
13,933
|
-
|
$
|
45,517
|
-
|
||||||||||
|
Payable metals and fixed pricing adjustments ('000)
|
(35
|
)
|
-
|
(137
|
)
|
-
|
||||||||||
|
Payable zinc sales revenue ('000)
|
$
|
13,898
|
-
|
$
|
45,380
|
-
|
||||||||||
|
Divided by zinc sold (lb)
|
9,479,410
|
-
|
27,908,405
|
-
|
||||||||||||
|
Average realized zinc price ($/lb)
|
$
|
1.47
|
-
|
$
|
1.63
|
-
|
||||||||||
|
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
1
|
YTD-2022
|
YTD-20211
|
|||||||||||
|
Gross lead sales revenue ('000)
|
$
|
6,742
|
$
|
4,702
|
$
|
22,741
|
$
|
13,957
|
||||||||
|
Payable metals and fixed pricing adjustments ('000)
|
(15
|
)
|
(6
|
)
|
(71
|
)
|
(18
|
)
|
||||||||
|
Payable lead sales revenue ('000)
|
$
|
6,727
|
$
|
4,696
|
$
|
22,670
|
$
|
13,939
|
||||||||
|
Divided by lead sold (lb)
|
7,526,053
|
4,583,415
|
23,311,960
|
14,529,976
|
||||||||||||
|
Average realized lead price ($/lb)
|
$
|
0.89
|
$
|
1.02
|
$
|
0.97
|
$
|
0.96
|
||||||||
| 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.
|
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 Produced1
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
17,434
|
-
|
$
|
50,540
|
-
|
||||||||||
|
Less non-controlling interests portion ('000)
|
(3,599
|
)
|
-
|
(10,517
|
)
|
-
|
||||||||||
|
Attributable cost of sales ('000)
|
13,835
|
-
|
40,023
|
-
|
||||||||||||
|
Divided by silver equivalent produced (oz)
|
1,339,001
|
-
|
3,956,533
|
-
|
||||||||||||
|
Cost of sales/Ag Eq oz produced ($/oz)
|
$
|
10.33
|
-
|
$
|
10.12
|
-
|
||||||||||
P a g e | 21
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
|
Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
8,435
|
-
|
$
|
24,247
|
-
|
||||||||||
|
Divided by silver equivalent produced (oz)
|
1,096,036
|
-
|
3,149,880
|
-
|
||||||||||||
|
Cost of sales/Ag Eq oz produced ($/oz)
|
$
|
7.70
|
-
|
$
|
7.70
|
-
|
||||||||||
|
Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
8,999
|
-
|
$
|
26,293
|
-
|
||||||||||
|
Divided by silver equivalent produced (oz)
|
404,942
|
-
|
1,344,422
|
-
|
||||||||||||
|
Cost of sales/Ag Eq oz produced ($/oz)
|
$
|
22.22
|
-
|
$
|
19.56
|
-
|
||||||||||
| 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 |
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 of certain operating metrics during the Galena Recapitalization Plan implementation.
|
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 Produced1
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
17,434
|
-
|
$
|
50,540
|
-
|
||||||||||
|
Less non-controlling interests portion ('000)
|
(3,599
|
)
|
-
|
(10,517
|
)
|
-
|
||||||||||
|
Attributable cost of sales ('000)
|
13,835
|
-
|
40,023
|
-
|
||||||||||||
|
Non-cash costs ('000)
|
(18
|
)
|
-
|
(1,743
|
)
|
-
|
||||||||||
|
Direct mining costs ('000)
|
$
|
13,817
|
-
|
$
|
38,280
|
-
|
||||||||||
|
Smelting, refining and royalty expenses ('000)
|
5,687
|
-
|
17,761
|
-
|
||||||||||||
|
Less by-product credits ('000)
|
(16,187
|
)
|
-
|
(56,402
|
)
|
-
|
||||||||||
|
Cash costs ('000)
|
$
|
3,317
|
-
|
$
|
(361
|
)
|
-
|
|||||||||
|
Divided by silver produced (oz)
|
331,304
|
-
|
930,848
|
-
|
||||||||||||
|
Cash costs/Ag oz produced ($/oz)
|
$
|
10.01
|
-
|
$
|
(0.39
|
)
|
-
|
|||||||||
P a g e | 22
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
|
Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
8,435
|
-
|
$
|
24,247
|
-
|
||||||||||
|
Non-cash costs ('000)
|
231
|
-
|
(1,190
|
)
|
-
|
|||||||||||
|
Direct mining costs ('000)
|
$
|
8,666
|
-
|
$
|
23,057
|
-
|
||||||||||
|
Smelting, refining and royalty expenses ('000)
|
4,929
|
-
|
15,113
|
-
|
||||||||||||
|
Less by-product credits ('000)
|
(14,419
|
)
|
-
|
(49,785
|
)
|
-
|
||||||||||
|
Cash costs ('000)
|
$
|
(824
|
)
|
-
|
$
|
(11,615
|
)
|
-
|
||||||||
|
Divided by silver produced (oz)
|
186,062
|
-
|
440,632
|
-
|
||||||||||||
|
Cash costs/Ag oz produced ($/oz)
|
$
|
(4.43
|
)
|
-
|
$
|
(26.36
|
)
|
-
|
||||||||
|
Reconciliation of Galena Complex Cash Costs/Ag Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cost of sales ('000)
|
$
|
8,999
|
-
|
$
|
26,293
|
-
|
||||||||||
|
Non-cash costs ('000)
|
(415
|
)
|
-
|
(922
|
)
|
-
|
||||||||||
|
Direct mining costs ('000)
|
$
|
8,584
|
-
|
$
|
25,371
|
-
|
||||||||||
|
Smelting, refining and royalty expenses ('000)
|
1,264
|
-
|
4,414
|
-
|
||||||||||||
|
Less by-product credits ('000)
|
(2,947
|
)
|
-
|
(11,028
|
)
|
-
|
||||||||||
|
Cash costs ('000)
|
$
|
6,901
|
-
|
$
|
18,757
|
-
|
||||||||||
|
Divided by silver produced (oz)
|
242,070
|
-
|
817,026
|
-
|
||||||||||||
|
Cash costs/Ag oz produced ($/oz)
|
$
|
28.51
|
-
|
$
|
22.96
|
-
|
||||||||||
| 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 |
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 of certain operating metrics during the Galena Recapitalization Plan implementation.
|
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 Produced1
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cash costs ('000)
|
$
|
3,317
|
-
|
$
|
(361
|
)
|
-
|
|||||||||
|
Capital expenditures ('000)
|
2,340
|
-
|
6,101
|
-
|
||||||||||||
|
Exploration costs ('000)
|
526
|
-
|
1,248
|
-
|
||||||||||||
|
All-in sustaining costs ('000)
|
$
|
6,183
|
-
|
$
|
6,988
|
-
|
||||||||||
|
Divided by silver produced (oz)
|
331,304
|
-
|
930,848
|
-
|
||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz)
|
$
|
18.66
|
-
|
$
|
7.51
|
-
|
||||||||||
P a g e | 23
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
|
Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cash costs ('000)
|
$
|
(824
|
)
|
-
|
$
|
(11,615
|
)
|
-
|
||||||||
|
Capital expenditures ('000)
|
1,153
|
-
|
2,546
|
-
|
||||||||||||
|
Exploration costs ('000)
|
479
|
-
|
1,179
|
-
|
||||||||||||
|
All-in sustaining costs ('000)
|
$
|
808
|
-
|
$
|
(7,890
|
)
|
-
|
|||||||||
|
Divided by silver produced (oz)
|
186,062
|
-
|
440,632
|
-
|
||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz)
|
$
|
4.35
|
-
|
$
|
(17.91
|
)
|
-
|
|||||||||
|
Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
2
|
YTD-2022
|
YTD-20212
|
|||||||||||
|
Cash costs ('000)
|
$
|
6,901
|
-
|
$
|
18,757
|
-
|
||||||||||
|
Capital expenditures ('000)
|
1,979
|
-
|
5,925
|
-
|
||||||||||||
|
Exploration costs ('000)
|
78
|
-
|
115
|
-
|
||||||||||||
|
All-in sustaining costs ('000)
|
$
|
8,958
|
-
|
$
|
24,797
|
-
|
||||||||||
|
Galena Complex Recapitalization Plan costs ('000)
|
2,858
|
-
|
6,713
|
-
|
||||||||||||
|
All-in sustaining costs with Galena Recapitalization Plan ('000)
|
$
|
11,816
|
-
|
$
|
31,510
|
-
|
||||||||||
|
Divided by silver produced (oz)
|
242,070
|
-
|
817,026
|
-
|
||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz)
|
$
|
37.00
|
-
|
$
|
30.35
|
-
|
||||||||||
|
All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz)
|
$
|
48.81
|
-
|
$
|
38.57
|
-
|
||||||||||
| 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 |
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 of certain operating metrics during the Galena Recapitalization Plan implementation.
|
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
|
||||||||||||||||
|
|
Q3-2022
|
Q3-2021
|
YTD-2022
|
YTD-2021
|
||||||||||||
|
Cash generated from (used in) operating activities ('000)
|
$
|
(5,611
|
)
|
$
|
(7,846
|
)
|
$
|
(1,474
|
)
|
$
|
(20,642
|
)
|
||||
|
Changes in non-cash working capital items ('000)
|
(1,049
|
)
|
(1,407
|
)
|
(37
|
)
|
(20,515
|
)
|
||||||||
|
Net cash generated from (used in) operating activities ('000)
|
$
|
(6,660
|
)
|
$
|
(9,253
|
)
|
$
|
(1,511
|
)
|
$
|
(41,157
|
)
|
||||
P a g e | 24
Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three and nine months ended September 30, 2022
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
|
||||||||
|
|
Q3-2022
|
Q3-2021
|
||||||
|
Current Assets ('000)
|
$
|
19,312
|
$
|
28,312
|
||||
|
Less current liabilities ('000)
|
(35,972
|
)
|
(38,180
|
)
|
||||
|
Working capital ('000)
|
$
|
(16,660
|
)
|
$
|
(9,868
|
)
|
||
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.
P a g e | 25
Exhibit 99.3
CONSENT OF NIEL DE BRUIN
November 14, 2022
I, Niel de Bruin, hereby consent to the use of my name in connection with reference to my involvement in the review and approval of certain
scientific and technical information in the management’s discussion and analysis of Americas Gold and Silver Corporation (the “Company”) for the three and nine months ended September 30, 2022.
I also hereby consent to the inclusion or incorporation by reference of the scientific and technical information in the Company’s registration
statement (No. 333-240504) on Form F-10, as amended or supplemented.
/s/ Niel de Bruin
Niel de Bruin
Exhibit 99.4
CONSENT OF DAREN DELL
November 14, 2022
I, Daren Dell, hereby consent to the use of my name in connection with reference to my involvement in the review and approval of certain scientific
and technical information in the management’s discussion and analysis of Americas Gold and Silver Corporation (the “Company”) for the three and nine months ended September 30, 2022.
I also hereby consent to the inclusion or incorporation by reference of the scientific and technical information in the Company’s registration
statement (No. 333-240504) on Form F-10, as amended or supplemented.
/s/ Daren Dell
Daren Dell
Exhibit 99.5
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 interim period ended September 30, 2022.
|
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial
information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
|
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end
of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of
Sponsoring Organizations framework.
|
|
5.2
|
ICFR – material weakness relating to design: N/A
|
|
5.3
|
Limitation on scope of design: 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 July 1, 2022 and ended on September 30, 2022 that has
materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
Date: November 14, 2022
“Darren Blasutti”
Darren Blasutti
President & Chief Executive Officer
Exhibit 99.6
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE
I, Warren Varga, Chief Financial Officer of Americas Gold and Silver Corporation, certify the following:
|
1.
|
Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation (the “issuer”) for the interim period ended September 30, 2022.
|
|
2.
|
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
|
|
3.
|
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial
information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
|
|
4.
|
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
|
|
5.
|
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end
of the period covered by the interim filings
|
|
(a)
|
designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
|
|
(i)
|
material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
|
|
(ii)
|
information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is
recorded, processed, summarized and reported within the time periods specified in securities legislation; and
|
|
(b)
|
designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
|
|
5.1
|
Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of
Sponsoring Organizations framework.
|
|
5.2
|
ICFR – material weakness relating to design: N/A
|
|
5.3
|
Limitation on scope of design: 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 July 1, 2022 and ended on September 30, 2022 that has
materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
|
Date: November 14, 2022
“Warren Varga”
Warren Varga
Chief Financial Officer
Exhibit 99.7
Americas Gold and Silver Corporation Reports Third Quarter 2022 Results
TORONTO--(BUSINESS WIRE)--November 11, 2022--Americas Gold and Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas” or the “Company”), a growing North American precious metals producer, reports consolidated financial and operational results for the quarter ended September 30, 2022.
This earnings release should be read in conjunction with the Company’s Management’s Discussion and Analysis, Financial Statements and Notes to Financial Statements for the corresponding period, which have been posted on the Americas Gold and Silver Corporation SEDAR profile at www.sedar.com, and on its EDGAR profile at www.sec.gov, and which are also available on the Company’s website at www.americas-gold.com. All figures are in U.S. dollars unless otherwise noted.
Highlights
- Revenue of $18.3 million and net loss of $24.6 million for Q3-2022, or an attributable loss of $0.12 per share1, including a $13.4 million impairment charge to Relief Canyon. These results represent an increase of $7.4 million in revenue due to higher silver equivalent production and an increase in net loss of $6.0 million compared to Q3-2021, mainly due the impairment charge taken to the property, plant and equipment at Relief Canyon, lower metals prices, higher cost of sales, higher foreign exchange loss, and higher income tax expense, offset in part by lower care and maintenance costs and gain on fair value of metals contract liability.
- There has been no material change in the Relief Canyon operations since the suspension of operations in August 2021 and the mine continues to recover gold from the existing heap while continuing technical studies. However, the Company determined an impairment indicator existed at the end of Q3-2022, resulting in an impairment charge on Relief Canyon's property, plant and equipment carrying value of $13.4 million based on the decrease in valuation on market comparable gold equivalent ounces during the quarter.
- Subsequent to the quarter end, the Company amended certain terms of its existing RoyCap convertible debt to provide additional liquidity and ensure the Galena Hoist project can remain on-time and be fully funded. The Galena Hoist project remains on track with commissioning scheduled to begin in December 2022.
- The Company previously reported Q3-2022 consolidated attributable production of approximately 331,000 silver ounces and 1,339,000 silver equivalent2 ounces. Silver production increased by 92% year-over-year and increased 11% quarter-over-quarter. Silver equivalent production increased by 365% year-over-year and was comparable quarter-over-quarter.
- Year-to-date, consolidated attributable production totalled approximately 931,000 silver ounces and 3,957,000 silver equivalent ounces at a cash cost per silver ounce3 of approximately negative $0.39 per ounce and consolidated all-in sustaining cost per silver ounce3 of $7.51 per ounce.
- The Company's 2022 silver production is expected to be at the lower end of 1.4 – 1.8 million ounces guidance range and at the higher end of silver equivalent guidance range of 4.8 – 5.2 million ounces. The Company chose to prioritize mining the base metal rich Main Zone and delayed production from the higher-grade silver Upper Zone at the Cosalá Operations given lower silver prices YTD. Further increases in silver production to a range of 3.4 – 3.8 million ounces and silver equivalent production to 7.0 – 7.4 million ounces are projected for 2024, representing increases of approximately 425% and 380%, respectively, compared with 2021 production.
“While the entire precious metals industry continues to be challenged in the current macro environment, the Company is optimistic for the remainder of 2022 and a strong start to 2023,” stated Americas President and CEO Darren Blasutti. “With the recent upward movement in silver prices, coupled with a projected increase in silver production at both of our operations with San Rafael expected to mine the higher-grade Upper Zone and the Galena Complex exploiting more higher-grade silver stopes, the fourth quarter is expected to be the best silver production quarter of the year. The completion of the Galena Hoist is projected to add operational flexibility and significantly increase production at the Galena Complex moving forward. The Company anticipates a strong finish to the year in Q4-2022 with silver equivalent production for the year expected to be meet or exceed the upper end of the guidance range of 4.8 to 5.2 million ounces.”
Cosalá Operations
The Cosalá Operations had a strong quarter in Q3-2022. During another full quarter of production in Q3-2022, the Cosalá Operations produced approximately 186,000 ounces of silver, 9.4 million pounds of zinc and 3.8 million pounds of lead. Cash costs per silver ounce and all-in sustaining costs per silver ounce were negative $4.43 and positive $4.35, respectively. Cash costs increased during the quarter due to lower by-product credits given lower zinc and lead prices compared to the first half of the year.
The Company continued to focus in Q3-2022 on mining the higher-grade zinc and lower-grade silver areas of the Main Zone to maximize revenue generated by the Cosalá Operations. The Company expects silver production to increase in Q4-2022 with a growing contribution from higher-grade silver areas in the Upper Zone of the San Rafael mine. As a result of mining a higher proportion of ore from the Main Zone, silver production from the Cosalá Operations for the year is expected to be at the lower end of the projected range of 0.7 to 0.9 million silver ounces while zinc and lead production are expected to be towards the upper end of the projected ranges of 36 to 40 million pounds and 13 to 15 million pounds, respectively.
Galena Complex
Attributable production from the Galena Complex was approximately 145,000 ounces of silver and 2.1 million pounds of lead in Q3-2022. Silver production was lower than anticipated in Q3-2022. In Q3-2022, production out of two high production stopes on the 5200 level was slowed by unexpected poor quality cemented backfill which required some remedial work (now completed). Silver production is expected to increase in Q4-2022 as new higher-grade silver copper stopes come on-line.
Cash costs per silver ounce and all-in sustaining costs (excluding the Galena Hoist project) per silver were $28.51 and $37.00, respectively. Cash costs per silver ounce and all-in sustaining costs per silver ounce at the Galena Complex are anticipated to improve significantly with the completion of the Galena Hoist project as most of the operating costs are fixed and are expected to decrease on a per silver ounce basis assuming expected higher silver and lead production beyond 2022.
The outlook for attributable metal production from the Galena Complex in fiscal 2022 remains unchanged and is expected to be 0.7 to 0.9 million silver ounces and 9 to 11 million pounds of lead.
The Company anticipates installation of the Galena Hoist before the end of November with commissioning to commence in December 2022. All concrete pours for the project are complete, electrical installation has commenced and all major hoist components have been delivered to site. The Galena Hoist will increase hoisting capacity at the operation and improve operational flexibility for the remainder of Galena’s mine life.
About Americas Gold and Silver Corporation
Americas Gold and Silver Corporation is a high-growth precious metals mining company with multiple assets in North America. The Company owns and operates the Relief Canyon mine in Nevada, USA, the Cosalá Operations in Sinaloa, Mexico and manages the 60%-owned Galena Complex in Idaho, USA. The Company also owns the San Felipe development project in Sonora, Mexico. For further information, please see SEDAR or www.americas-gold.com.
Technical Information and Qualified Persons
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. 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.sedar.com, and EDGAR at www.sec.gov 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.
All mining terms used herein have the meanings set forth in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), as required by Canadian securities regulatory authorities. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information contained in this news release may not be comparable to similar information made public by companies subject to the SEC’s reporting and disclosure requirements.
Cautionary Statement on Forward-Looking Information:
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, Americas Gold and Silver’s expectations, intentions, plans, assumptions and beliefs with respect to, among other things, estimated and targeted production rates and results for gold, silver and other metals, the expected prices of gold, silver and other metals, as well as the related costs, expenses and capital expenditures; production from the Galena Complex, including the expected production levels and potential additional mineral resources thereat; the expected timing and completion of the Galena Hoist project and the expected operational and production results therefrom, including the anticipated improvements to the cash costs per silver ounce and all-in sustaining costs per silver ounce at the Galena Complex following completion; mining and processing operations at the Cosalá Operations continuing, including expected production levels and the continuity of legal access for employees and contractors; the Company’s production, development plans and performance expectations at the Relief Canyon Mine, including the timing and conclusions of the technical studies, data compilation and analysis occurring at Relief Canyon intended to address metallurgical challenges at Relief Canyon and the potential for reassessment of the remaining carrying value of the Relief Canyon asset; and any statements regarding the impairment of mining interests and subsequent recovery or in-creased impairments taken. Guidance and outlook contained in this press release was prepared based on current mine plan assumptions with respect to production, development, costs and capital expenditures, the metal price assumptions disclosed herein, and assumes no adverse impacts to operations from the COVID 19 pandemic, no further adverse impacts to the Cosalá Operations from blockades, and completion of the Galena Hoist project on its expected schedule and budget, and the realization of the anticipated benefits therefrom, and is subject to the risks and uncertainties outlined below. The ability to maintain cash flow positive production at the Cosalá Operations through meeting production targets and at the Galena Complex through implementing the Galena Recapitalization Plan, including the completion of the Galena Hoist project on its expected schedule and budget, allowing the Company to generate sufficient operating cash flows while facing market fluctuations in commodity prices and inflationary pressures, are significant judgments in the Q3-2022 condensed interim consolidated financial statements with respect to the Company’s liquidity. Should the Company experience negative operating cash flows in future periods, the Company may need to raise additional funds through the issuance of equity or debt securities. Often, but not always, forward-looking information can be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “potential’, “estimate”, “may”, “assume” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of Americas Gold and Silver as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of Americas Gold and Silver to be materially different from those expressed or implied by such forward-looking information. With respect to the business of Americas Gold and Silver, these risks and uncertainties include risks relating to widespread epidemics or pandemic outbreak including the COVID-19 pandemic, including the emergence of new strains and/or the resurgence of COVID-19, actions that have been and may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact and/or the availability, effectiveness and use of treatments and vaccines (including the effectiveness of boosters); the impact of COVID-19 on our workforce, suppliers and other essential resources and what effect those impacts, if they occur, would have on our business, including our ability to access goods and supplies, the ability to transport our products and impacts on employee productivity, the risks in connection with the operations, cash flow and results of the Company relating to the unknown duration and impact of the COVID-19 pandemic; interpretations or reinterpretations of geologic information; unfavorable exploration results; inability to obtain permits required for future exploration, development or production; general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices; the ability to obtain necessary future financing on acceptable terms or at all; the ability to operate the Company’s projects; and risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), ground conditions, illegal blockades and other factors limiting mine access or regular operations without interruption, failure of plant, equipment, processes and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration and production activities, possible variations in ore grade or recovery rates, permitting timelines, capital and construction expenditures, reclamation activities, labor relations or disruptions, social and political developments, risks associated with generally elevated inflation and inflationary pressures, 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 and other risks of the mining industry. The potential effects of the COVID-19 pandemic on our business and operations are unknown at this time, including the Company’s ability to manage challenges and restrictions arising from COVID-19 in the communities in which the Company operates and our ability to continue to safely operate and to safely return our business to normal operations. The impact of COVID-19 on the Company is dependent on a number of factors outside of its control and knowledge, including the effectiveness of the measures taken by public health and governmental authorities to combat the spread of the disease, global economic uncertainties and outlook due to the disease, and the evolving restrictions relating to mining activities and to travel in certain jurisdictions in which it operates. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. Additional information regarding the factors that may cause actual results to differ materially from this forward‐looking information is available in Americas Gold and Silver’s filings with the Canadian Securities Administrators on SEDAR and with the SEC. Americas Gold and Silver does not undertake any obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law. Americas Gold and Silver does not give any assurance (1) that Americas Gold and Silver will achieve its expectations, or (2) concerning the result or timing thereof. All subsequent written and oral forward‐looking information concerning Americas Gold and Silver are expressly qualified in their entirety by the cautionary statements above.
_________________
1 The Company uses the financial measure “net loss per share” 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.
Net loss per share is consolidated net loss divided by the weighted average number of common shares outstanding during the period.
|
Reconciliation of Net Loss per Share |
|
|||||||||
|
|
Q3-2022 |
Q3-2021 |
YTD-2022 |
YTD-2021 |
||||||
|
Consolidated net loss ('000) |
$(24,657) |
$(18,603) |
$(34,231) |
$(128,185) |
||||||
|
Divided by weighted average number of common shares outstanding |
184,892,109 |
144,515,250 |
179,574,331 |
135,301,385 |
||||||
|
Net loss per share |
$(0.13) |
$(0.13) |
$(0.19) |
$(0.95) |
||||||
2 Silver equivalent ounces for the 2022 guidance and 2004 outlook references were calculated based on $22.00/oz silver, $0.95/lbs lead and $1.30/lbs zinc throughout this press release. Silver equivalent ounces for Q3-2022, Q2-2022 and prior periods in fiscal 2021 were calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period throughout this press release.
3 This metric is a non-GAAP financial measure or ratio. The Company uses the financial measures “Cash Costs”, “Cash Costs/Ag Oz Produced”, “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 underlying cash costs and total 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, while all-in sustaining costs is the cash costs plus all development, capital expenditures, and exploration spending.
|
Reconciliation of Consolidated Cash Costs/Ag Oz Produced1 |
||||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
||||
|
Cost of sales ('000) |
$17,434 |
- |
$50,540 |
- |
||||
|
Less non-controlling interests portion ('000) |
(3,599) |
- |
(10,517) |
- |
||||
|
Attributable cost of sales ('000) |
13,835 |
- |
40,023 |
- |
||||
|
Non-cash costs ('000) |
(18) |
- |
(1,743) |
- |
||||
|
Direct mining costs ('000) |
$13,817 |
- |
$38,280 |
- |
||||
|
Smelting, refining and royalty expenses ('000) |
5,687 |
- |
17,761 |
- |
||||
|
Less by-product credits ('000) |
(16,187) |
- |
(56,402) |
- |
||||
|
Cash costs ('000) |
$3,317 |
- |
$(361) |
- |
||||
|
Divided by silver produced (oz) |
331,304 |
- |
930,848 |
- |
||||
|
Cash costs/Ag oz produced ($/oz) |
$10.01 |
- |
$(0.39) |
- |
||||
|
Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced |
||||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
||||
|
Cost of sales ('000) |
$8,435 |
- |
$24,247 |
- |
||||
|
Non-cash costs ('000) |
231 |
- |
(1,190) |
- |
||||
|
Direct mining costs ('000) |
$8,666 |
- |
$23,057 |
- |
||||
|
Smelting, refining and royalty expenses ('000) |
4,929 |
- |
15,113 |
- |
||||
|
Less by-product credits ('000) |
(14,419) |
- |
(49,785) |
- |
||||
|
Cash costs ('000) |
$(824) |
- |
$(11,615) |
- |
||||
|
Divided by silver produced (oz) |
186,062 |
- |
440,632 |
- |
||||
|
Cash costs/Ag oz produced ($/oz) |
$(4.43) |
- |
$(26.36) |
- |
||||
|
Reconciliation of Galena Complex Cash Costs/Ag Oz Produced |
|||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
|||
|
Cost of sales ('000) |
$8,999 |
- |
$26,293 |
- |
|||
|
Non-cash costs ('000) |
(415) |
- |
(922) |
- |
|||
|
Direct mining costs ('000) |
$8,584 |
- |
$25,371 |
- |
|||
|
Smelting, refining and royalty expenses ('000) |
1,264 |
- |
4,414 |
- |
|||
|
Less by-product credits ('000) |
(2,947) |
- |
(11,028) |
- |
|||
|
Cash costs ('000) |
$6,901 |
- |
$18,757 |
- |
|||
|
Divided by silver produced (oz) |
242,070 |
- |
817,026 |
- |
|||
|
Cash costs/Ag oz produced ($/oz) |
$28.51 |
- |
$22.96 |
- |
|||
|
Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced 1 |
|
|||||||||||||||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
|
|||||||||||||||
|
Cash costs ('000) |
$3,317 |
- |
$(361) |
- |
|
|||||||||||||||
|
Capital expenditures ('000) |
2,340 |
- |
6,101 |
- |
|
|||||||||||||||
|
Exploration costs ('000) |
526 |
- |
1,248 |
- |
|
|||||||||||||||
|
All-in sustaining costs ('000) |
$6,183 |
- |
$6,988 |
- |
|
|||||||||||||||
|
Divided by silver produced (oz) |
331,304 |
- |
930,848 |
- |
|
|||||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz) |
$18.66 |
- |
$7.51 |
- |
|
|||||||||||||||
|
Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced |
|
|||||||||||||||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
|
|||||||||||||||
|
Cash costs ('000) |
$(824) |
- |
$(11,615) |
- |
|
|||||||||||||||
|
Capital expenditures ('000) |
1,153 |
- |
2,546 |
- |
|
|||||||||||||||
|
Exploration costs ('000) |
479 |
- |
1,179 |
- |
|
|||||||||||||||
|
All-in sustaining costs ('000) |
$808 |
- |
$(7,890) |
- |
|
|||||||||||||||
|
Divided by silver produced (oz) |
186,062 |
- |
440,632 |
- |
|
|||||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz) |
$4.35 |
- |
$(17.91) |
- |
|
|||||||||||||||
|
Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced |
|
|||||||||||||||||||
|
|
Q3-2022 |
Q3-20212 |
YTD-2022 |
YTD-20212 |
||||||||||||||||
|
Cash costs ('000) |
$6,901 |
- |
$18,757 |
- |
||||||||||||||||
|
Capital expenditures ('000) |
1,979 |
- |
5,925 |
- |
||||||||||||||||
|
Exploration costs ('000) |
78 |
- |
115 |
- |
||||||||||||||||
|
All-in sustaining costs ('000) |
$8,958 |
- |
$24,797 |
- |
||||||||||||||||
|
Galena Complex Recapitalization Plan costs ('000) |
2,858 |
- |
6,713 |
- |
||||||||||||||||
|
All-in sustaining costs with Galena Recapitalization Plan ('000) |
$11,816 |
- |
$31,510 |
- |
||||||||||||||||
|
Divided by silver produced (oz) |
242,070 |
- |
817,026 |
- |
||||||||||||||||
|
All-in sustaining costs/Ag oz produced ($/oz) |
$37.00 |
- |
$30.35 |
- |
||||||||||||||||
|
All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz) |
$48.81 |
- |
$38.57 |
- |
||||||||||||||||
1 Throughout this press release, 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 Production results are nil for the Cosalá Operations from Q2-2020 through 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 of certain operating metrics during the Galena Recapitalization Plan implementation.
Contacts
Stefan Axell
VP, Corporate Development & Communications
Americas Gold and Silver Corporation
416-874-1708
Darren Blasutti
President and CEO
Americas Gold and Silver Corporation
416‐848‐9503