Americas Gold & Silver Corp F-3, filed Jan 23, 2026

Americas Gold & Silver Corp (USAS)

F-3 2026-01-23

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Canada	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

	Page
BASIS OF PRESENTATION	5
PRESENTATION OF FINANCIAL INFORMATION	5
ABOUT THIS PROSPECTUS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
SELECTED FINANCIAL DATA	9
PROSPECTUS SUMMARY	11
THE OFFERING	15
RISK FACTORS	16
CAPITALIZATION AND INDEBTEDNESS	17
USE OF PROCEEDS	18
TAXATION	25
PLAN OF DISTRIBUTION	32
SELLING SHAREHOLDER	34
MATERIAL CONTRACTS	36
MATERIAL CHANGES	36
EXCHANGE CONTROLS	36
LEGAL MATTERS	36
EXPERTS	36
WHERE YOU CAN FIND MORE INFORMATION	36
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	37
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	38
ENFORCEABILITY OF CIVIL LIABILITIES	38
EXPENSES	39

AS REPORTED	For the year ended				For the three-month period ended
	December 31,		December 31,		March 31,		March 31,
	2024		2023		2025		2024

Net loss attributable to shareholders of the Company	(44,947	)	(34,958	)	(18,918	)	(14,456	)

Loss per share attributable to shareholders of the Company
Basic and diluted	(0.17	)	(0.16	)	(0.03	)	(0.07	)

Weighted average number of common shares outstanding
Basic and diluted	264,918,734		212,701,865		619,978,185		221,915,654

AS REPORTED	For the three-month period ended				For the six-month period ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024

Net loss attributable to shareholders of the Company	(15,103	)	(4,863	)	(34,021	)	(19,319	)

Loss per share attributable to shareholders of the Company
Basic and diluted	(0.02	)	(0.02	)	(0.05	)	(0.08	)

Weighted average number of common shares outstanding
Basic and diluted	658,159,864		252,620,572		639,174,498		237,268,113

AS ADJUSTED FOR 2.5 SHARE CONSOLIDATION	For the year ended				For the three-month period ended
	December 31,		December 31,		March 31,		March 31,
	2024		2023		2025		2024

Net loss attributable to shareholders of the Company	(44,947	)	(34,958	)	(18,918	)	(14,456	)

Loss per share attributable to shareholders of the Company
Basic and diluted	(0.42	)	(0.41	)	(0.08	)	(0.16	)

Weighted average number of common shares outstanding
Basic and diluted	105,967,494		85,080,746		247,991,274		88,766,262

Common shares offered by the Selling Shareholder		2,890,000 common shares

Terms of the offering		The Selling Shareholder (including its transferees, donees, pledgees, assignees and successors-in-interest) may sell, transfer or otherwise dispose of any or all of the common shares offered by this prospectus from time to time on NYSE American or any other stock exchange, market or trading facility on which the common shares are traded or in private transactions. The common shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. See "Plan of Distribution" beginning on page 31 of this prospectus for additional information on the methods of sale that may be used by the Selling Shareholder.

Use of Proceeds		The Selling Shareholder will receive all of the proceeds from the sale of any common shares sold by it pursuant to this prospectus. We will not receive any proceeds from the sale of the common shares by the Selling Shareholder. See "Use of Proceeds".

Risk Factors		Investing in our securities involves a high degree of risk. See "Risk Factors" below, beginning on page 14, and in the Company's AIF attached as Exhibit 99.1 and the MD&A attached as Exhibit 99.3 to the Company's Annual Report on Form 40-F for the year ended December 31, 2024, to read about the risks you should consider before investing in our securities.

Listing		Our common shares are listed on the NYSE American under the symbols "USAS".

As of September 30, 2025
(In millions)	Actual		As Adjusted for Private Placement		As Adjusted for Acquisition
Cash and cash equivalents	$	39	$	171	$	151
Current debt	$	41	$	41	$	41
Long-term debt	$	95	$	95	$	95
Total equity	$	50	$	182	$	246
Total capitalization	$	145	$	277	$	341

	·	related primarily to his or her remuneration as the Company's director, officer, employee or agents or a director, officer, employee or agent of an affiliate of us;
	·	is for indemnity or insurance for director's liability as permitted by the CBCA; or
	·	is with the Company's affiliate.

	·	borrow money upon the credit of the Company;
	·	limit or increase the amount to be borrowed;
	·	issue, reissue, sell or pledge the debt obligations of the Company;
	·	give a guarantee on behalf of the Company to secure payment or performance of an obligation of any person; and
	·	mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any of the property of the Company, owned or subsequently acquired, and the undertaking and rights of the Company, to secure any such bonds, debentures, notes or other debt obligations, or to secure any present or future borrowing, liability or obligation of the Company, including any guarantee given pursuant to the above subparagraph.

Selling Shareholder		Total Number of Common Shares Owned Prior to This Offering			Percentage of Outstanding Common Shares Owned Prior to This Offering (3)			Maximum Number of Common Shares Which May Be Sold in This Offering			Number of Common Shares Owned Following This Offering			Percentage of Outstanding Common Shares Owned Following This Offering
Hale Capital Partners, LP (1)		2,890,000	(2)		0.90	%		2,890,000	(2)		0			0	%

(1)	The common shares are directly owned by Hale Capital Partners, LP. Hale Capital Partners, LP is controlled by Martin M. Hale Jr., the managing member of Hale Funds Partners, LLC, which is the general partner of Hale Capital Partners, LP. Mr. Hale disclaims beneficial ownership of such common shares.
(2)	Represents 2,890,000 common shares issued in connection with the Acquisition.
(3)	Percentage is computed with reference to 322,886,429 common shares issued and outstanding as of January 22, 2026, given the effect of the 2025 Share Consolidation becoming effective on NYSE American LLC and assumes the sale of all shares offered by the Selling Shareholder under this prospectus. In computing the percentage ownership of the Selling Shareholder, shares that such Selling Shareholder has the right to acquire within 60 days, including through the exercise of any warrants, or options and conversion of any restricted share units, performance share units and deferred share units, after the date of this prospectus, are included.

Expense	Estimated Amount
SEC registration fee	$	2,423
FINRA filing fees		-
Printing expenses		-
Legal fees and expenses	$	50,000
Accounting fees and expenses	$	30,000
Miscellaneous costs	$	-
Total	$	82,423

Exhibit No.		Exhibit Index
4.1*		Membership Interest Purchase Agreement
4.2		Warrant Indenture dated March 27, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Form 20-F filed with the SEC on April 30, 2024)
4.3*		Registration Rights Agreement
5.1*		Opinion of Bennett Jones LLP
23.1*		Consent of PricewaterhouseCoopers LLP
23.2*		Consent of Bennett Jones LLP (included in Exhibit 5.1)
23.3*		Consent of James R. Atkinson
23.4*		Consent of Darren Dell
23.5*		Consent of Neil de Bruin
23.6*		Consent of Daniel Hussey
23.7*		Consent of James Stonehouse
23.8*		Consent of Shawn Wilson
23.9*		Consent of Chris McCann
23.10*		Consent of Rick Streiff
24.1*		Powers of Attorney (included on the signature page of this Registration Statement)
107*		Filing Fee Table

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, or the Securities Act;

(ii)	to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;

(A)	each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)	each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

AMERICAS GOLD AND SILVER CORPORATION

By:	/s/Paul Andre Huet
Name:	Paul Andre Huet
Title:	Chief Executive Officer

Signatures	Title	Date
/s/ Paul Andre Huet	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board	January 23, 2026
Paul Andre Huet
/s/ Warren Varga	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	January 23, 2026
Warren Varga
/s/ Peter McRae	Senior Vice President, Corporate Affairs and Chief Legal Officer	January 23, 2026
Peter McRae
/s/ Michael Doolin	Chief Operating Officer	January 23, 2026
Michael Doolin
/s/ Scott Hand	Director	January 23, 2026
Scott Hand
/s/ Peter Goudie	Director	January 23, 2026
Peter Goudie
/s/ Tara Hassan	Director	January 23, 2026
Tara Hassan
/s/ Bradley R. Kipp	Director	January 23, 2026
Bradley R. Kipp
/s/ Gordon E. Pridham	Director	January 23, 2026
Gordon E. Pridham
/s/ Meri Verli	Director	January 23, 2026
Meri Verli
/s/ Shirley In’t Veld	Director	January 23, 2026
Shirley In’t Veld

	Puglisi & Associates

	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Authorized Representative in the United States

	U.S. SILVER - IDAHO, INC.


	by	/s/ Peter McRae
		Name: Peter McRae
		Title: Authorized Signatory

(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ARTICLE 1 INTERPRETATION	2
1.1 Defined Terms	2
1.2 Headings, etc.	12
1.3 Currency	12
1.4 Certain Phrases	12
1.5 Knowledge	13
1.6 Accounting Terms	13
1.7 Disclosure Letter	13
1.8 References to Persons and Agreements	13
1.9 Statutes	13
1.10 Non-Business Days	13
1.11 No Presumption	14
1.12 Made Available	14
1.13 Exhibits	14
ARTICLE 2 PURCHASE AND SALE	14
2.1 Purchase and Sale of the Company Interests	14
2.2 Purchase Price	14
2.3 Closing Statement	16
2.4 Purchase Price Adjustments	18
2.5 Withholding Taxes	19
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS REGARDING THE COMPANY	19
3.1 Organization and Qualification	19
3.2 No Conflict	19
3.3 Regulatory Authorizations	20
3.4 Required Consents	20
3.5 Capitalization	20
3.6 No Other Agreements to Purchase	20
3.7 Company Records	20
3.8 Absence of Certain Changes or Events	21
3.9 Compliance with Laws	21
3.10 Authorizations	21
3.11 Subsidiaries	21
3.12 Intellectual Property	22
3.13 Financial Statements	22
3.14 Liabilities	22
3.15 Properties and Mineral Rights	22
3.16 Environmental	24
3.17 Reclamation Bonds	25
3.18 Material Contracts	25
3.19 Employees and Employee Plans	27
3.20 Litigation	27
3.21 Insolvency	27
3.22 No Default of Orders	27
3.23 Taxes	27
3.24 Anti-Corruption and Anti-Bribery Laws	29

3.25 Transactions with Affiliates	30
3.26 Insurance	30
3.27 Brokers	30
3.28 NO ADDITIONAL REPRESENTATIONS.	31
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS	31
4.1 Organization and Qualification	31
4.2 No Conflict	31
4.3 Execution and Binding Obligation	32
4.4 Title to Company Interests	32
4.5 Shareholder and Similar Contracts	32
4.6 Required Authorizations	32
4.7 Required Consents	32
4.8 No Other Agreements to Purchase	32
4.9 Litigation	32
4.10 Insolvency	33
4.11 United States Person	33
4.12 Securities Laws Matters	33
4.13 NO ADDITIONAL REPRESENTATIONS.	34
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES	34
5.1 Organization and Qualification	34
5.2 No Conflicts	34
5.3 Regulatory Approvals	35
5.4 Execution and Binding Obligation	35
5.5 Litigation	35
5.6 Insolvency	36
5.7 Anti-Corruption and Anti-Money Laundering	36
5.8 Consideration Shares	36
5.9 Brokers	37
5.10 Compliance	37
5.11 SEC Reports; Financial Statements	37
5.12 Private Placement	38
5.13 Listing and Maintenance Requirements	38
5.14 No Integrated Offering	38
5.15 No General Solicitation	38
5.16 Securities Laws Matters	38
5.17 No Additional Representations	39
ARTICLE 6 CLOSING DELIVERIES	39
6.1 Closing Deliveries of the Members	39
6.2 Closing Deliveries of the Purchaser Parties	40
ARTICLE 7 CONDITIONS TO CLOSING AND CLOSING	40
7.1 Conditions to Closing	40
7.2 Closing Procedures	42
ARTICLE 8 PRE-CLOSING COVENANTS	42
8.1 Interim Conduct of Business Prior to the Closing	42
8.2 Prohibited Actions Prior to the Closing	43


8.3 Notice of Certain Events	44
8.4 Exclusivity	45
8.5 Governmental Approvals and Consents	46
8.6 Closing Conditions.	46
ARTICLE 9 POST-CLOSING COVENANTS AND OTHER OBLIGATIONS	46
9.1 Company's Books and Records	46
9.2 D&O Indemnification and Tail Policy	47
9.3 [reserved]	47
9.4 Tax Matters	47
9.5 Non-Competition	51
9.6 Purchaser Parent Guarantee	52
9.7 Confidentiality	52
9.8 R&W Insurance Policy	52
ARTICLE 10 SURVIVAL AND INDEMNIFICATION	53
10.1 Survival	53
10.2 Indemnification in Favour of the Purchaser Parties	54
10.3 Indemnification in Favour of the Members	55
10.4 Limitations	55
10.5 Notification	56
10.6 Direct Claims	56
10.7 Third Party Claims	57
10.8 Payment of Damages	58
10.9 Materiality	58
10.10 Knowledge	58
10.11 Duty to Mitigate	59
10.12 Adjustment to Purchase Price	59
10.13 Exclusion of Other Remedies	59
10.14 R&W Insurance Policy	60
ARTICLE 11 TERMINATION	60
11.1 Termination	60
11.2 Effect of Termination	61
ARTICLE 12 MISCELLANEOUS	61
12.1 Notices	61
12.2 Time of the Essence	62
12.3 Announcements	62
12.4 Expenses	62
12.5 Further Assurances	62
12.6 Amendments	62
12.7 Waiver	62
12.8 Entire Agreement	63
12.9 Successors and Assigns	63
12.10 Severability	63
12.11 Third Party Beneficiaries	63
12.12 Governing Law	63
12.13 Counterparts	63
EXHIBIT "A" PURCHASE PRICE ALLOCATION	A-1

	AMERICAS GOLD AND SILVER CORPORATION


	by	/s/ Paul Huet
		Name: Paul Huet
		Title: Authorized Signatory

	HUSC SUB, LLC


	by	/s/ Martin M. Hale Jr.
		Name: Martin M. Hale Jr. Title: Authorized Signatory

	HUSBC II, LLC


	by	/s/ Martin M. Hale Jr.
		Name: Martin M. Hale Jr. Title: Authorized Signatory

	CRESCENT SILVER LLC


	by	/s/ Roger Gross
		Name: Roger Gross
		Title: Authorized Signatory

Class	Amount of Allocation
I (cash, demand deposits, etc.)	Amount of Cash of the Company (as finally determined pursuant to the Agreement)
II (publicly traded stock, government securities, etc.)	The book value of such assets.
III (accounts receivables, etc.)	The book value of such assets.
IV (inventory, etc.)	The Company's adjusted tax basis of such assets as of immediately prior to the Closing.
V (assets other than Class I, II, III, IV, VI, or VII assets, e.g. property, plant and equipment - fixed assets, furniture and fixtures, machinery and equipment, etc.)	The Company's adjusted tax basis of such assets as of immediately prior to the Closing.
VI (§197 intangibles other than goodwill and going concern value)	The Company's adjusted tax basis of such assets as of immediately prior to the Closing.
VII (Goodwill and going concern value)	Remainder.