UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ****

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report……………………………………………<br><br><br><br>For the transition period from ……………………………… to ………………………………

Commission File Number 001-37982

AMERICAS GOLD AND SILVER CORPORATION
(Exact name of Registrant as specified in its charter)

Canada

(Jurisdiction of incorporation or organization)

145 King Street West, Suite 2870

Toronto, Ontario, Canada M5H 1J8

(Address of principal executive offices)

Darren Blasutti, Chief Executive Officer, (416) 848-9503

145 King Street West, Suite 2870, Toronto, Ontario, Canada

(Name, telephone, email and/or facsimile number and address of the Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	USAS	NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or stock as of the closing of the period covered by the annual report:

247,747,280 (“Common Shares” or “shares”)

Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, and/or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Non-accelerated filer	☐
Accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

		Page
PART I		8
ITEM 1 – IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8
ITEM 2 – OFFER STATISTICS AND EXPECTED TIMETABLE		8
ITEM 3 – KEY INFORMATION		8
A.	[Reserved]	8
B.	Capitalization and Indebtedness	8
C.	Reasons for the Offer and Use of Proceeds	8
D.	Risk Factors	8
ITEM 4 – INFORMATION ON THE COMPANY		31
A.	History and Development of the Company	31
B.	Business Overview	35
C.	Organizational Structure	37
D.	Property, Plant and Equipment and Exploration and evaluation assets	37
ITEM 4A – UNRESOLVED STAFF COMMENTS		58
ITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTS		58
A.	Operating Results	58
B.	Liquidity and Capital Resources	70
C.	Research and development, patents and licenses, etc.	74
D.	Trend Information	74
E.	Critical Accounting Estimates	74
ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		75
A.	Directors and Senior Management	75
B.	Compensation	79
C.	Board Practices	86
D.	Employees	88
E.	Beneficial Share Ownership	88
F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	96
ITEM 7 – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		97
A.	Major Shareholders	97
B.	Related Party Transactions	97
C.	Interests of Experts and Counsel	97
2
---
Table of Contents
ITEM 8 – FINANCIAL INFORMATION		97
---	---	---
A.	Consolidated Statements and Other Financial Information	97
B.	Significant Changes	98
ITEM 9 – THE OFFERING AND LISTING		98
A.	Offering and Listing Details	98
B.	Plan of Distribution	98
C.	Markets	98
D.	Selling Shareholders	98
E.	Dilution	98
F.	Expenses of the Issue	98
ITEM 10 – ADDITIONAL INFORMATION		98
A.	Share Capital	98
B.	Memorandum and Articles of Association	98
C.	Material Contracts	102
D.	Exchange Controls	103
E.	Taxation	103
F.	Dividends and Paying Agents	109
G.	Statement by Experts	109
H.	Documents on Display	109
I.	Subsidiary Information	109
J.	Annual Report to Security Holders	110
ITEM 11 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		110
A.	Credit risk	110
B.	Liquidity risk	110
C.	Interest rate risk	111
D.	Foreign exchange risk	111
ITEM 12 – DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		112
PART II		113
ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES		113
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		113
ITEM 15 - CONTROLS AND PROCEDURES		113
A.	Disclosure Controls and Procedures	113
B.	Management’s annual report on internal control over financial reporting	113
C.	Attestation report of registered public accounting firm	113
D.	Changes in internal controls over financial reporting	113
3
---
Table of Contents
ITEM 16 – [RESERVED]	114
---	---
ITEM 16A – AUDIT COMMITTEE FINANCIAL EXPERT	114
ITEM 16B – CODE OF ETHICS	114
ITEM 16C – PRINCIPAL ACCOUNTANT FEES AND SERVICES	114
ITEM 16D – EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	115
ITEM 16E – PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	115
ITEM 16F – CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	115
ITEM 16G – CORPORATE GOVERNANCE	115
ITEM 16H – MINE SAFETY DISCLOSURE	116
ITEM 16I – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	116
ITEM 16J – INSIDER TRADING POLICIES	116
ITEM 16K – CYBERSECURITY	116
PART III	117
ITEM 17 - FINANCIAL STATEMENTS	117
ITEM 18 - FINANCIAL STATEMENTS	117
ITEM 19 – EXHIBITS	118
4
---
Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report of Americas Gold and Silver Corporation (“Americas Gold and Silver” or “the Company”), including any documents incorporated by reference herein contains “forward-looking statements” or “forward-looking information” within the meaning of applicable Canadian and United States securities legislation (collectively, “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 Annual Report, 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 Annual Report describe expectations as at the date hereof; and (ii) actual results and events could differ materially from those expressed or implied. Capitalized terms used but not defined in this “Forward-Looking Statements” section of this Annual Report shall have the meaning ascribed to such terms elsewhere in this Annual Report.

Specific forward-looking statements in this Annual Report include, but are not limited to: any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; estimates of mineral reserves and resources; the realization of mineral reserve estimates; the impairment of mining interests and non-producing properties; the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development; the success of exploration and development activities;; statements regarding the Galena Complex to significantly grow resources, increase production, and reduce operating costs at the mine (the “Recapitalization Plan”), including with respect to underground development improvements, equipment procurement and the high-grade Phase II extension exploration drilling program and expected results thereof and completion of the shaft repair related to the Galena hoist project on its expected schedule and budget, and the realization of the anticipated benefits therefrom; Company's Cosalá Operations, including expected production levels; the ability of the Company to target higher-grade silver ores at the Cosalá Operations; statements relating to the future financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; statements relating to the Company’s EC120 Project, including expected approvals, financing availability and capital expenditures required to develop such project and reach production thereat, expectations regarding the ability to rely in existing infrastructure, facilities, and equipment; material uncertainties that may impact the Company’s liquidity in the short term; changes in accounting policies not yet in effect; permitting timelines; government regulation of mining operations; environmental risks; labor relations, employee recruitment and retention, and pension funding and valuation; the timing and possible outcomes of pending disputes or litigation; negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of the Company’s business; the Company’s dividend policy; the suspension of certain operating metrics such as cash costs and all-in sustaining costs for the Relief Canyon mines (“Relief Canyon”); the liquidity of the Company’s common shares; and other events or conditions that may occur in the future. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict what 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.

5
Table of Contents

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 Annual Report include, but are not limited to: risks associated with market fluctuations in commodity prices; risks associated with generally elevated inflation; risks related to changing global economic conditions and market volatility, risks relating to geopolitical instability, political unrest, war, and other global conflicts may result in adverse effects on macroeconomic conditions, including volatility in financial markets, adverse changes in trade policies, inflation, supply chain disruptions, any or all of which may affect the Company's results of operations and financial condition; the Company’s dependence on the success of its Cosalá Operations, including the San Rafael project (“San Rafael”), the Galena Complex and the Relief Canyon mines, which are exposed to operational risks and other risks, including certain development and exploration related risks, as applicable; risks related to mineral reserves and mineral resources, development and production and the Company's ability to sustain or increase present production; risks related to global financial and economic conditions; risks related to government regulation and environmental compliance; risks related to mining property claims and titles, and surface rights and access; risks related to labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding and valuation; some of the Company's material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks associated with foreign operations; risks related to the Company's relationship with the communities where it operates; risks related to actions by certain non-governmental organizations; substantially all of the Company's assets are located outside of Canada, which could impact the enforcement of civil liabilities obtained in Canadian and U.S. courts; 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 favorable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; risks associated with any hedging activities of the Company; risks associated with the Company's business objectives; risks relating to mining and exploration activities and future mining operations; operational risks and hazards inherent in the mining industry; risks related to competition in the mining industry; risks relating to negative operating cash flows; risks relating to the possibility that the Company’s working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods; risks related to non-compliance with exchange listing standards, risks relating to climate change and the legislation governing it; cybersecurity risks; and risks and uncertainties surrounding the upcoming presidential elections in the United States and Mexico in 2024.

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 Annual Report represent the Company's views only as of the date such statements were made. Forward-looking statements contained in this Annual Report 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 Annual Report are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this Annual Report. 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. ****

INFORMATION REGARDING MINERAL INFORMATION

On October 31, 2018, the United States Securities and Exchange Commission (“SEC”) adopted Subpart 1300 of Regulation S-K (“S-K 1300”) along with the amendments to related rules and guidance in order to modernize the property disclosure requirements for mining registrants under the United States Securities Act of 1933, as amended (the “Securities Act”); and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Registrants engaged in mining operations must comply with S-K 1300 for the first fiscal year beginning on or after January 1, 2021. The Company has not prepared a technical summary in compliance with S-K 1300 and there has been little guidance as to the acceptability of such an approach by the SEC with respect to issuers required to comply with both the requirements of S-K 1300 and National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The Company cannot predict the nature of any future enforcement, interpretation, application or potential costs of S-K 1300. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, including in relation to its NI 43-101 disclosure.

STATUS AS AN EMERGING GROWTH COMPANY

We are an “emerging growth company” as defined in Section 3(a) of the Exchange Act by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we had total annual gross revenues of $1,235,000,000 (as such amount is indexed for inflation every 5 years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer”, as defined in Exchange Act Rule 12b-2. We expect to continue to be an emerging growth company for the immediate future.

6
Table of Contents

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that are neither an "accelerated filer" or a "larger accelerated filer" (as those terms are defined in Exchange Act Rule 12b-2), an auditor attestation report on management's assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report on management’s assessment of internal controls over financial reporting in its annual reports filed under the Exchange Act, even if we were to qualify as an "accelerated filer" or a "larger accelerated filer". In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) has been amended by the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the company.

SPECIAL NOTE REGARDING LINKS TO EXTERNAL WEBSITES

Links to external, or third-party websites, are provided solely for convenience. We take no responsibility whatsoever for any third-party information contained in such third-party websites, and we specifically disclaim adoption or incorporation by reference of such information into this report.

CURRENCY INFORMATION

Unless otherwise indicated, in this Annual Report all references to “dollar” or the use of the symbol “$” or the abbreviations “USD” and “U.S. Dollar” are to the United States of America dollar; all references to “C$” or the abbreviations “CAD” and “CDN” are to the Canadian dollar; and all references to “MXN” are to the Mexican Peso. Additionally, percentage changes in this Annual Report are based on dollar amounts before rounding.

IFRS, NON-GAAP AND OTHER FINANCIAL MEASURES

This Annual Report contains financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). 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 adjusted working capital; and
·	silver equivalent production (Ag Eq).

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

7
Table of Contents

PART I

ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3 - KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

The Company’s production estimates may not be achieved as mining and exploration activities and future mining operations are, and will be, subject to operational risks and hazards inherent in the mining industry.

The Company currently has two operating mines: the Galena Complex in Idaho, U.S.A. and the Cosalá Operations in Sinaloa, Mexico, and is advancing technical studies at Relief Canyon in Nevada, U.S.A. following a suspension of mining activities in August 2021 after it had reached commercial operation in early 2021. The Galena Complex is currently undergoing a Recapitalization Plan that commenced in October 2019. No assurance can be given that the intended or expected production estimates will be achieved by the Company’s operating mines or in respect of any future mining operations in which the Company owns or may acquire interests. Failure to meet such production estimates could have a material effect on the Company’s future cash flows, financial performance and financial position. Production estimates are dependent on, among other things, the accuracy of mineral reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions and physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing. Actual production may vary from its estimates for a variety of other reasons, including:

·	actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics;
·	short‐term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades from those planned;
·	mine failures, slope and underground rock failures or equipment failures;
·	industrial accidents;
·	natural phenomena such as inclement weather conditions, floods, droughts, rockslides and earthquakes;
·	encountering unusual or unexpected geological conditions;
·	changes in power costs and potential power shortages;
·	shortages of principal supplies needed for operation, including explosives, fuels, chemical reagents, water, equipment parts and lubricants;
·	labour shortages, loss of key personnel or strikes or other related interruptions to normal operations;
·	pandemics or national or global health crises;
·	acts of terrorism, civil disobedience and protests; and
·	restrictions or regulations imposed by government agencies or other changes in the regulatory environments.
8
---
Table of Contents

Such occurrences could result in damage to mineral properties, interruptions in production, injury or death to persons, damage to property, monetary losses and legal liabilities. These factors may cause a mineral deposit that has been mined profitably in the past to become unprofitable, forcing production to cease. Each of these factors also applies to sites not yet in production. It is not unusual in new mining operations to experience unexpected problems during the start-up or ramp-up phases to full production and operations. Depending on the price of gold, silver or other metals, it may be determined to be impractical to commence or, if commenced, to continue commercial production at a particular site.

Production at Relief Canyon has been suspended since August 13, 2021. While the Company was successful in meeting several important commissioning targets, including initial construction capital, and planned mining and crushing rates, the ramp-up at Relief Canyon was challenging since the first poured gold in February 2020. During this period, the Company and its consultants performed extensive analyses and implemented a number of procedural changes to address the start-up challenges typical of a heap leach operation. As part of this analysis, the Company identified naturally occurring carbonaceous material within the Relief Canyon pit. The identification of this material was not recognized in the NI 43-101 feasibility study. During the first phase of mining (Phase 1 of 5), several adverse impacts affected the operation including the onset of the COVID-19 pandemic and the failure of the Company's radial stacker. Offsetting these challenges was the definition of the gold mineralized zones through blasthole sampling which reconciled reasonably to the block model. However, during Phase 1, an unknown quantity of the carbonaceous material was crushed, stacked, and disseminated onto the leach pad resulting in lower than expected recovery of the placed gold ore.

Following realization of this adverse material, the Company developed and implemented a more comprehensive ore control procedure to minimize the impact the carbonaceous material could have on leach pad performance. Phase 2 mining demonstrated a more structurally complex area than initially interpreted, caused by additional faults and folds. Gold mineralization is strongly influenced by structural controls. The impact of the structural complexity, combined with the increased mining selectivity to reject carbonaceous material, decreased ore availability. The Company continued leaching operations and working to improve recovery until Q4 2023, the Company continues to review results of technical studies and metallurgical testwork to evaluate strategic options going forward. These technical studies have not yet identified an economical path to resuming near-term production.

As a result of the differences observed between the modelled (planned) and mined (actual) ore tonnage and the carbonaceous material identified in the early phases of the mine plan, an impairment charge of $55.6 million was taken in 2021, reducing the carrying value of the Relief Canyon mineral interest and plant and equipment. An additional reduction of $24.8 million was taken to inventory as a result of the decreased recovery expected from crushed gold ounces placed on the leach pad. During 2022, the Company further determined an impairment indicator existed at the end of the third quarter of 2022 due to the decrease in its market capitalization below its consolidated net assets value. Management believed this decrease in market capitalization was primarily the result of a 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 is committed to continuing efforts to resolve these metallurgical challenges at Relief Canyon as noted above. The suspension on mining operations may be extended, in full or in part, until the Company identifies an economical path to resuming production.

9
Table of Contents

There can be no assurance that significant costs will not be required in order to achieve full production capacity, that the Company will identify an economical path to resuming production at Relief Canyon, that the Company will be able to improve the operational and financial performance of its assets or that the Company will be profitable or realize net cash flows in the future, or that if it is profitable or realizes net cash flows, that it will continue to do so in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as costs increase for the personnel, contract mining, consumables, equipment and consultants associated with advancing its exploration, development and production activities.

In addition, the Company’s Cosalá Operations were previously subject to an illegal blockade which began in January 2020 and continued until the Company signed an agreement with the Mexican Ministries of Economy, Interior and Labour along with union representatives committing to a reopening at the Cosalá Operations. Following this, the Company began recalling its workers as of September 11, 2021 and commenced reopening the operation as of September 13, 2021 as the employees arrived on site. The Cosalá Operations returned to full production following its restart and ramp-up in the fourth quarter of 2021. However, there can be no assurances that the Company will receive and continue to receive the level of support from the Mexican government with respect to the long-term stability of the Cosalá Operations or the ability to maintain such support in the near- and long-term. As a result, the Company may experience further labour disputes, work stoppages, illegal blockades or other disruptions in production that could materially adversely affect its operations and results. We believe that the Company’s continuing efforts to build lasting and constructive relationships with the Mexican government, host communities, its workforce and key stakeholders, and the significant local economic development initiatives the Company supports both directly and indirectly, will result in maintaining and building trust with local communities and more local citizens benefiting economically which will continue to support our Cosalá Operations. However, there is no assurance that the Company’s efforts will effectively mitigate such risk.

The Company is subject to the United States mining disclosure rules under S-K 1300, but has not prepared and has not disclosed of mineral reserves and mineral resources in accordance with such disclosure requirements.

As a mining company subject to public company reporting and disclosure requirements established by the Securities and Exchange Commission, the Company may only report mineral reserves and mineral resources are estimates in accordance with S-K 1300, which requires a technical report summary (a “TRS”) to be prepared in accordance with S-K 1300. Because the Company has not prepared a TRS, it may not include mineral reserve or resource estimates in this Annual Report. There has been little guidance as to the acceptability of such an approach by the SEC with respect to issuers required to comply with both the requirements of S-K 1300 and NI 43-101. The Company cannot predict the nature of any future enforcement, interpretation, application or potential costs of S-K 1300. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, including in relation to its NI 43-101 disclosure.

Development of projects and maintaining production levels is subject to substantial uncertainty which may impact the Company’s future production and revenue.

The Company’s ability to sustain or increase present extraction levels depends in part on successful exploration and development of new ore bodies and/or expansion of existing mining operations. Forecasts of future production are estimates based on interpretation and assumptions and actual production may be less than estimated. Mineral exploration involves many risks and is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities and infrastructure at any site chosen for mining. The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the completion of positive technical and economic studies, issuance of necessary permits and receipt of adequate financing, which may be difficult to obtain on terms reasonably acceptable to the Company.

The Company’s future gold, silver, zinc, lead, and copper production may decline as a result of an exhaustion of deposits and possible closure of work areas. It is the Company’s business strategy to conduct silver exploration activities at the Company’s existing mining operations as well as at new exploration projects, and to acquire other mining properties and businesses or reserves that possess mineable ore reserves and are expected to become operational in the near future. However, the Company can provide no assurance that its future production will not decline. Accordingly, the Company’s revenues from the sale of concentrates may decline, which may have a material adverse effect on its results of operations.

10
Table of Contents

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 2023, 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 2024 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. Impairment assessments are conducted at the level of cash-generating units (“CGU”). At the end of the fourth quarter ended December 31, 2023, the Company recorded an impairment charge of $6.0 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 $6.0 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. In addition, previously the Company recorded a total impairment of $13.4 million at the end of the third quarter of 2022 in relation to Relief Canyon as a result of a decrease in the Company’s market capitalization below its consolidated net assets value and $55.6 million at the end of the first quarter of 2021 in relation to Relief Canyon as a result of changes to Relief Canyon’s expected gold production.

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.

The Company’s audited consolidated financial statements for the year ended December 31, 2023 contain going concern disclosure.

The Company’s audited consolidated financial statements for the year ended December 31, 2023, contain disclosure related to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, achieve sustainable revenues and profitable operations, and obtain the necessary financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability to carry out and implement planned business objectives and strategies will be significantly delayed, limited or may not occur. The Company’s financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. There are no guarantees that access to equity and debt capital from public and private markets in Canada or the U.S. will be available to the Company.

11
Table of Contents

Risks associated with market fluctuations in commodity prices.

The majority of the Company’s revenue is derived from the sale of silver, zinc and lead contained in concentrates. Fluctuations in the prices of silver, zinc, and lead represent one of the most significant factors affecting the Company’s results of operations and profitability. If the Company experiences low prices for these commodities, it may result in decreased revenues and decreased net income, or losses, and may negatively affect the Company’s business.

The market price for silver, zinc and lead continues to be volatile and is influenced by a number of factors, including, among others, levels of supply and demand, global or regional consumptive patterns, sales by government holders, metal stock levels maintained by producers and others, increased production due to new mine developments, improved mining and production methods, speculative trading activities, inventory carrying costs, availability and costs of metal substitutes, international economic and political conditions (including the upcoming presidential elections in the United States and Mexico in 2024), interest rates and the relative exchange rate of the U.S. dollar with other major currencies. The aggregate effect of such factors (all of which are beyond the control of the Company) is impossible to predict with any degree of accuracy, and as such, the Company can provide no assurances that it can effectively manage such factors.

In addition, the price of silver, for example, has on occasion been subject to very rapid short-term changes due to speculative activities. Fluctuations in silver and other commodity prices may materially adversely affect the Company’s business, financial condition, or results of operations. The world market price of commodities has fluctuated during the last several years. Declining market prices for silver and other metals, in general, could have a material adverse effect on the Company’s results of operations and profitability. If the market price of silver and other commodities falls significantly from its current levels, the operation of the Company’s properties may be rendered uneconomic and such operation and exploitation may be suspended or delayed. In addition to adversely affecting the Company’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

In particular, if applicable commodity prices are depressed for a sustained period and net losses accumulate, the Company may be forced to suspend some or all of its mining operations until prices increase or record asset impairment write-downs. Any lost revenues continued or increased net losses, or asset impairment write-downs would adversely affect the Company’s results of operations.

The Company has a history of negative operating cash flow and may continue to experience negative operating cash flow.

The Company has recently experienced negative operating cash flow and may continue to experience negative operating cash flow. The Company had negative operating cash flow for recent past financial reporting periods. Such negative operating cash flows can be common for mining companies in the exploration and/or development stages in respect of material mineral properties. However, to the extent that the Company has negative operating cash flow in future periods, the Company may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that additional capital or other types of financing will be available if or when needed or that these financings will be on terms favourable to the Company if at all, or that the Company’s expectations regarding net cash flow in future period will prove to be accurate.

12
Table of Contents

The Company’s working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods.

The Company’s revenues over the 12 months from the date of this Annual Report may be lower than anticipated. For instance, the Company’s ability to generate sales and realize revenues is dependent on the Company achieving its production goals, including doing so on its expected timelines.

Working capital requirements over the next 12 months may also be greater than the Company currently anticipates for a variety of reasons, including, but not limited to, the following: the ability of the Company to maintain production at expected levels; unanticipated capital requirements at the Galena Complex; operating costs at the Cosalá Operations; unanticipated increases in costs of care and maintenance at Relief Canyon; unanticipated increases in contract mining, production costs or other operating expenses; labour disputes; and catastrophic events such as weather events, as well as or public health crises or pandemics and the related health and safety measures that may be instituted, particularly in the jurisdictions in which the Company operates. Many of these factors are not within the Company’s control.

The Company expects to achieve net cash flow over the 12 months following the date of this Annual Report, and this expectation is reliant on revenues, production results, metals prices and working capital requirements being in line with current expectations. The Company’s expectations regarding net cash flow are dependent on a number of assumptions and estimates, some of which are not in the Company’s control. See “Cautionary Note Regarding Forward-Looking Statements”.

The Company may be subject to significant capital requirements and operating risks associated with its operations and its portfolio of growth projects.

The Company must generate sufficient internal cash flows and/or be able to utilize available financing sources to finance its growth and sustaining capital requirements. The Company could be required to raise significant additional capital through the capital markets and/or incur significant borrowings to meet its capital requirements. These financing requirements could adversely affect the Company’s ability to access the capital markets in the future to meet any external financing requirements the Company might have. If there are significant delays in terms of when any exploration, development and/or expansion projects are completed and producing on a commercial and consistent scale, and/or their capital costs were to be significantly higher than estimated, these events could have a significant adverse effect on the Company’s results of operation, cash flow from operations and financial condition.

The Company expects that it may require additional financing in connection with the implementation of its business and strategic plans from time to time. The exploration and development of mineral properties and the ongoing operation of mines require a substantial amount of capital and will depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing or other means. The Company may accordingly need further capital depending on exploration, development, production and operational results and market conditions, including the prices at which the Company sells its production, or in order to take advantage of further opportunities or acquisitions. The Company’s financial condition, general market conditions, volatile metals markets, volatile interest rates, a claim against the Company, a significant disruption to the Company’s business or operations or other factors may make it difficult to secure financing necessary for the development or expansion of mining activities or to take advantage of opportunities for acquisitions. Further, continuing volatility in the credit markets may affect the ability of the Company, or third parties it seeks to do business with, to access those markets.

There is no assurance that the Company will be successful in obtaining required financing as and when needed on acceptable terms, if at all. A failure to obtain additional financing could result in delay or indefinite postponement of further exploration and development of its projects and the possible loss of such properties. If the Company raises funding by issuing additional equity securities or securities convertible, exercisable or exchangeable for equity securities, such financing may substantially dilute the interests of the shareholders of the Company and reduce the value of their investment. The Company has a limited history of earnings, has never paid a dividend, and does not anticipate paying dividends in the near future.

13
Table of Contents

In addition, the Company’s mining operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Such risks include, without limitation, environmental hazards, industrial accidents, labour disputes, changes in laws, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, periodic or extended interruptions due to the unavailability of materials and force majeure events. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining or processing, losses and possible legal liability. Any prolonged downtime or shutdowns at the Company’s mining or processing operations could materially adversely affect the Company’s business, results of operations, financial condition and liquidity. Additional risks and uncertainties not known to the Company or that management currently deems immaterial may also impair the Company’s business, condition (financial or otherwise), results of operations, properties or prospects.

The Company’s dependence on the success of its Cosalá Operations, including San Rafael and the Galena Complex which are exposed to operational risks and other risks, including certain development and exploration related risks.

The principal mineral projects of the Company are the Galena Complex and its Cosalá Operations, including San Rafael. The Company is primarily dependent upon the success of these properties as sources of future revenue and profits, and as opportunities for the growth and development of the Company. Commercial production and operations at the Galena Complex, and its Cosalá Operations, including San Rafael, will require the commitment of resources for operating expenses and capital expenditures, which may increase subsequently as needed, and for consultants, personnel and equipment associated primarily with commercial production. In addition, the Company’s other mining operations, exploration and development will require the commitment of additional resources for operating expenses and capital expenditures, which may increase subsequently as needed, and for consultants, personnel and equipment associated with advancing exploration, development, and commercial production. The amounts and timing of expenditures will depend on, among other things, the results of commercial production, the progress of ongoing exploration and development, the results of consultants’ analysis and recommendations and other factors, many of which are beyond the Company’s control.

The success of construction projects and the start-up of new mines by the Company is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities and the conduct of mining operations (including environmental permits), the successful completion and operation of ore passes, the adsorption/desorption/recovery plants and conveyors to move ore, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the Company is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that current or future construction and start-up plans implemented by the Company will be successful, that the Company will be able to obtain sufficient funds to finance construction and start-up activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that the Company will be able to obtain all necessary governmental approvals and permits or that the completion of the construction, the start-up costs and the ongoing operating costs associated with the development of new mines will not be significantly higher than anticipated by the Company. Any of the foregoing factors could adversely impact the operations and financial condition of the Company.

Substantial risks are associated with mining and milling operations. The Company’s commercial operations are subject to all the usual hazards and risks normally encountered in the exploration, development and production of gold, silver, zinc, lead and copper, including, among other things: unusual and unexpected geologic formations, inclement weather conditions, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, catastrophic damage to property or loss of life, labour disruptions, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and legal liability. The Company will take appropriate precautions as are applicable to similar mining operations and in accordance with general industry standards to help mitigate such risks. However, the Company can provide no assurances that its precautions will actually succeed in mitigating, or even reducing the scope of potential exposure to, such operational risks.

14
Table of Contents

Substantial efforts and compliance with regulatory requirements are required to establish mineral reserves through drilling and analysis, to develop metallurgical processes to extract metal and, in the case of development properties, to develop and construct the mining and processing facilities and infrastructure at any site chosen for mining. Shareholders cannot be assured that any reserves or mineralized material acquired or discovered will be in sufficient quantities to justify commercial operations.

Risks associated with outstanding debt.

The Company’s ability to make scheduled payments of interest and principal on its outstanding indebtedness or refinance its debt obligations depends on its financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. There can be no assurance that the Company will generate sufficient cash flow from operating activities to make its scheduled repayments of principal, interest, and any applicable premiums. The Company may be forced to pursue strategic alternatives such as reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance its indebtedness. No assurances can be made that the Company would be able to take any of these actions, that these actions would be successful, or that these actions would be permitted under the terms of existing or future debt agreements. If the Company cannot make scheduled payments on its debt, or comply with its covenants, it will be in default of such indebtedness and, as a result (i) holders of such debt could declare all outstanding principal and interest to be due and payable, and (ii) the lenders under the credit facilities could terminate their commitments to lend the Company money and if no provision for payment is made, the lender may exercise its applicable security.

Government regulation and environmental compliance.

The Company is subject to significant governmental regulations, and costs and delays related to such regulations may have a material adverse effect on the Company’s business.

The Company’s mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labour standards and occupational health and safety laws and regulations including mine safety, toxic substances and other matters related to the Company’s business. The costs associated with compliance with such laws and regulations could be substantial. Possible future laws and regulations, or more restrictive or false interpretations of current laws and regulations by governmental authorities could cause additional expense, capital expenditures, restrictions on or suspensions of the Company’s operations and delays in the development of the Company’s properties. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of the Company’s past and current operations, which could lead to the imposition of substantial fines, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in the Company’s operations. The Company is often required to post surety bonds or cash collateral to secure its reclamation obligations and may be unable to obtain the required surety bonds or may not have the resources to provide cash collateral, and the bonds or collateral may not fully cover the cost of reclamation and any such shortfall could have a material adverse impact on its financial condition. Although the Company believes it is in substantial compliance with applicable laws and regulations, the Company can give no assurance that any such law, regulation, enforcement or private claim will not have a material adverse effect on the Company’s business, financial condition or results of operations.

In the United States, some of the Company’s mining wastes are currently exempt to a limited extent from the extensive set of federal Environmental Protection Agency (the “EPA”) regulations governing hazardous waste under the Resource Conservation and Recovery Act (the “RCRA”). If the exemption is altered and these wastes are designated as hazardous under the RCRA, the Company would be required to expend additional amounts on the handling of such wastes and may be required to make significant expenditures to construct or modify facilities for managing these wastes. In addition, releases of hazardous substances from a mining facility causing contamination in or damage to the environment may result in liability under the Comprehensive Environmental Response, Compensation and Liability Act (the “CERCLA”). Under the CERCLA, the Company may be jointly and severally liable for contamination at or originating from its facilities. Liability under the CERCLA may require the Company to undertake extensive remedial clean-up action or to pay for the government’s clean-up efforts. It can also lead to liability to state and tribal governments for natural resource damages. Additional regulations or requirements are also imposed upon the Company’s operations in Idaho under the federal Clean Water Act (the “CWA”). Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in Idaho. Compliance with the CERCLA, the CWA and state environmental laws could entail significant costs, which could have a material adverse effect on the Company’s operations.

15
Table of Contents

The Company’s mining operations are subject to regulations promulgated by government agencies from time to time. Specifically, the Company’s activities at the Galena Complex and Relief Canyon are subject to regulation by the U.S. Department of Labor’s Mine Safety and Health Administration and related regulations under applicable legislation and the Company’s activities at the Cosalá Operations projects are subject to regulation by Mexico’s Secretary of Environment and Natural Resources (“SEMARNAT”), the environmental protection agency of Mexico. Such regulations can result in citations and orders which can entail significant costs or production interruptions and have an adverse impact on the Company’s operations and profitability. SEMARNAT regulations require that an environmental impact statement, known in Mexico as “MIA”, be prepared by a third-party contractor for submittal to SEMARNAT. Studies required to support the MIA include a detailed analysis of the following areas: soil, water, vegetation, wildlife, cultural resources and socio-economic impacts. The Company must also provide proof of local community support for a project to gain final approval of the MIA.

In the context of environmental permits, including the approval of reclamation plans, the Company must comply with standards and regulations, which involve significant costs and can entail significant delays. Such costs and delays could have an adverse impact on the Company’s operations.

In the ordinary course of business, the Company is required to obtain or renew governmental permits for the operation and expansion of existing mining operations or for the development, construction and commencement of new mining operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions, which often involves public hearings and costly undertakings. The duration and success of the Company’s efforts to obtain or renew permits are contingent upon many variables not within its control including the interpretation of applicable requirements implemented by the permitting authority. The Company’s ability to obtain, maintain and renew permits and approvals and to successfully develop and operate mines may be adversely affected by real or perceived impacts associated with the Company’s activities or those of other mining companies that affect the environment, human health and safety. Interested parties including governmental agencies and non-governmental organizations or civic groups may seek to prevent issuance of permits and intervene in the process or pursue extensive appeal rights. Past or ongoing or alleged violations of laws or regulations involving obtaining or complying with permits could provide a basis to revoke existing permits, deny the issuance of additional permits, or commence a regulatory enforcement action, each of which could have a material adverse impact on the Company’s operations or financial condition. The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from the property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could have a material adverse effect on the Company’s operations and profitability.

Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of consideration. If adopted, such measures could increase the Company’s cost of environmental compliance and also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with regard to existing and new facilities. Proposed measures could also result in increased cost of fuel and other consumables used at the Company’s operations. Climate change legislation or regulation may affect the Company’s customers and the market for the metals it produces with effects on prices that are not possible to predict. Adoption of these or similar new environmental regulations or more stringent application of existing regulations may materially increase the Company’s costs, threaten certain operating activities and constrain its expansion opportunities.

16
Table of Contents

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.

Mexico has been subject to political instability, changes and uncertainties, which may cause changes to existing governmental regulations or their application affecting mineral exploration and mining activities. The Company’s operations and properties are subject to a variety of governmental regulations including, among others: regulations promulgated by the Mexican Department of Economy – Dirección General de Minas, Mexico’s SEMARNAT; the Mexican Mining Law; and the regulations of the Comisión Nacional del Agua (“CONAGUA”) with respect to water rights, the Mexican Department of labour and the Mexican Department of the Interior. Mexican regulators have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards. The Company’s mineral exploration and mining activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political at the federal, state and municipal level conditions (including the uncertainty surrounding the upcoming presidential election in Mexico in 2024) that increase the costs related to the Company’s activities or maintenance of its properties. In particular the upcoming presidential election in June 2024 in Mexico may cause political and regulatory uncertainty. This uncertainty may impact operations in unpredictable ways, including disruptions of supplies and markets, ability to move equipment from site to site, or disruption of infrastructure facilities, including public roads, could be targets or experience collateral damage as a result of social instability, labour disputes or protests. Operations may also be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, and expropriation of property, environmental legislation and mine safety. Mexico’s status as a developing country may make it more difficult than it was in the past for the Company to obtain any required financing for its projects. The Mexican government has conducted a highly publicized crackdown on the drug cartels, resulting in widespread violence and a loss of lives. There is no assurance that the Company’s operations will not be adversely impacted by such organizations. Further, these risks may not in any part be insurable in the event the Company does suffer damage.

The Company is uncertain if all necessary permits will be maintained on acceptable terms or in a timely manner. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation or improper application could negatively impact current operations or planned exploration and development activities on its Cosalá district properties, or in any other projects that the Company becomes involved with. Any failure (actual or alleged) to comply with applicable laws and regulations or to obtain or maintain permits, even if inadvertent, could result in the interruption of production, exploration and development operations or material fines, penalties, diminution of property rights including mining concessions or other liabilities.

Risks associated with foreign operations.

The Company’s operations are currently conducted principally in Mexico and the United States. As such, its operations are exposed to various levels of political, economic and other risks and uncertainties which could result in work stoppages, blockades of the Company’s mining operations and appropriation of assets. Some of the Company’s operations are located in areas where Mexican drug cartels operate. These risks and uncertainties vary from region to region and include, but are not limited to, terrorism; hostage taking; local drug gang activities; military repression; expropriation; extreme fluctuations in currency exchange rates; changes in royalty regimes, including the elimination of tax exemptions; underdeveloped industrial and economic infrastructure; unenforceability of judgements; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions arising from changes in government and otherwise, currency controls, import and export regulations and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Local opposition to mine development projects could arise in Mexico, and such opposition could be violent. If the Company were to experience resistance or unrest in connection with its Mexican operations, it could have a material adverse effect on its operations and profitability. To the extent the Company acquires mineral properties in jurisdictions other than Mexico, it may be subject to similar and additional risks with respect to its operations in those jurisdictions.

17
Table of Contents

Labour relations, employee recruitment, retention and pension funding.

The Company may experience labour disputes, work stoppages or other disruptions in production that could adversely affect its operations. The Company is dependent on its workforce at its producing properties and mills. The Company endeavours to maintain good relations with its workforce in order to minimize the possibility of strikes, lock-outs and other stoppages at the site. Relations between the Company and its employees may be impacted by changes in labour relations which may be introduced by, among other things, employee groups, competing labour unions, or other groups using a labour related justification, and the relevant governmental authorities in whose jurisdictions the Company carries on business.

Many of the Company’s employees at its operations are represented by a labour union under a collective labour agreement. The Company may not be able to satisfactorily renegotiate the collective labour agreement when it expires. In addition, the existing labour agreement may not prevent a strike or work stoppage at the Company’s facilities in the future, and any such work stoppage could have a material adverse effect on its earnings.

A subsidiary of the Company is party, with the United Steel Workers Union, to a collective bargaining agreement that covers substantially all of the hourly employees at the Galena Complex that was ratified by union membership at the Galena Complex and is effective from November 17, 2022 through November 16, 2025. A failure to come to an agreement after expiration of such agreement could impact the operations at the Galena Complex if there was a labour action that results in an interruption of operations.

The Cosalá Operations were subject to an illegal blockade which began in January 2020 and continued until the Company signed an agreement with the Mexican Ministries of Economy, Interior and Labour along with union representatives committing to a reopening at the Cosalá Operations. The Company has since resumed operations. However, there can be no assurances that the Company will receive and continue to receive the level of support from the Mexican government with respect to the long-term stability of the Cosalá Operations or the ability to maintain such support in the near- and long-term. As a result, the Company may experience further labour disputes, work stoppages, illegal blockades or other disruptions in production that could materially adversely affect its operations and results.

We believe that the Company’s continuing efforts to build lasting and constructive relationships with the Mexican government, host communities, its workforce and key stakeholders, and the significant local economic development initiatives the Company supports both directly and indirectly, will result in maintaining and building trust with local communities and more local citizens benefiting economically which will continue to support the Cosalá Operations. However, there is no assurance that the Company’s efforts will effectively mitigate such risk.

The Company also hires its employees or consultants to assist it in conducting its operations in accordance with laws of the host country. The Company also purchases certain supplies and retains the services of various companies in the host country to meet its business plans. It may be difficult to find or hire qualified people in the mining industry who are situated in the host country or to obtain all the necessary services or expertise in the host country or to conduct operations on its projects at reasonable rates. If qualified people and services or expertise cannot be obtained in the host country, the Company may need to seek and obtain those services from people located outside the host country, which will require work permits and compliance with applicable laws and could result in delays and higher costs to the Company to conduct its operations. Recruiting and retaining qualified personnel is critical to the Company’s success.

The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, the Company will require additional key executive, financial, operational, administrative and mining personnel. Although the Company believes that it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. The number of qualified skilled workers and personnel is limited and competition for such workers and personnel is intense. The Company’s ability to meet its labour needs, while controlling labour costs, is subject to many external factors, including the competition for and availability of skilled personnel in our markets, unemployment levels within those markets, prevailing wage rates, minimum wage laws, health and other insurance costs and changes in employment and labour legislation or other workplace regulation. If the Company is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have a material adverse effect on the Company’s results of operations and profitability. The Company strongly depends on the business and technical expertise of its small group of management and key personnel. There is little possibility that this dependence will decrease in the near term. Key man life insurance is not in place on management and key personnel. If the services of the Company’s management and key personnel were lost, it could have a material adverse effect on future operations.

18
Table of Contents

The volatility in the equity markets over the last several years and other financial impacts have affected the Company’s costs and liquidity through increased requirements to fund the Company’s defined benefit pension plans for its employees. There can be no assurance that financial markets will sufficiently recover in the future with the effect of causing a corresponding reduction in the Company’s future pension funding requirements. Furthermore, there can be no assurance that unforeseen changes in pensioner longevity, government regulation or other financial market uncertainties will not cause pension funding requirements to differ from the requirements projected by professional actuaries. The Company intends to continue to fund its pension plan for hourly and salary employees of the Company pursuant to all relevant regulatory requirements.

Community relations and social impact.

The Company’s relationship with the communities where it operates is critical to ensuring the future success of project development and future operations. Globally, there is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. There is no assurance that the Company will be able to appropriately manage community relations in a manner that will allow the Company to proceed with its plans to develop and operate its properties.

Certain non‐governmental organizations, some of which oppose globalization and resource development, or have other interests, can be vocal critics of the mining industry and its practices. Actions by such organizations could adversely affect the Company’s reputation and financial condition and may impact its relationship with the communities in which it operates. These actions can relate not only to current activities but also historic mining activities by prior owners and could have a material, adverse effect on the Company. They may also file complaints with regulators and others. Such complaints, regardless of whether they have any substance or basis in fact or law, may have the effect of undermining the confidence of the public or a regulator and may adversely affect the Company.

Risks associated with transportation and storage of concentrate in Mexico.

The concentrates produced by the Company have significant value and are loaded onto road vehicles for transport or to seaports for export to foreign markets. The geographic location of the Company’s operations in Mexico and the United States, and air and trucking routes taken through the country to the refinery, smelters and ports for delivery, give rise to risks including concentrate theft, roadblocks and terrorist attacks, losses caused by adverse weather conditions, delays in delivery of shipments, and environmental liabilities in the event of an accident or spill.

Mining property and title risks.

Third parties may dispute the Company’s mining claims, which could result in losses affecting the Company’s business. The validity of unpatented mining claims is often uncertain and may be contested. Although the Company has attempted to acquire satisfactory title to undeveloped properties, the Company, in accordance with mining industry practice, does not generally obtain title opinions until a decision is made to develop a property. As a result, some titles, particularly titles to undeveloped properties, may be defective. Defective title to any of the Company’s mining claims could result in litigation, insurance claims, and potential losses affecting the Company’s business.

The validity of mining or exploration titles or claims, which constitute most of the Company’s property holdings, can be uncertain and may be contested. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining titles or claims and that such exploration and mining titles or claims, will not be challenged or impugned by third parties. The Company has not conducted surveys of all the claims in which it holds direct or indirect interests and therefore, the precise area and location of such claims may be in doubt. The Company’s properties may be subject to prior unregistered liens, agreements or transfers, native land claims or undetected title defects.

19
Table of Contents

Speculative nature of exploration and development.

The Company’s future growth and productivity will depend, in part, on the ability to identify and acquire additional commercially mineable mineral rights, and on the costs and results of continued exploration and potential development programs. Exploration for minerals and the development of mineral properties is speculative and involves significant uncertainties and financial risks that even a combination of careful evaluation, experience and technical knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored prove to return the discovery of a commercially mineable deposit and/or are ultimately developed into producing mines. As at the date hereof, some of the Company’s projects are preliminary in nature and mineral resource estimates include inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Major expenses may be required to properly evaluate the prospectivity of an exploration property, to develop new ore bodies and to estimate mineral resources and establish mineral reserves. There is no assurance that the Company’s deposits are commercially mineable, nor can there be any certainty that the Company’s exploration, development and production activities will be commercially successful.

Unauthorized mining.

The mining industry in Mexico is subject to incursions by illegal miners who gain unauthorized access to mines to steal mineralized material mainly by manual mining methods. Such incursions could result in both a significant financial loss to the Company and a material impact to the Company’s operations. In addition to the risk of losses and disruptions, these illegal miners pose a safety and security risk. The Company has taken security measures at its sites to address this issue and ensure the safety and security of its employees, contractors and assets. These incursions and illegal mining activities can potentially compromise underground structures, equipment and operations, which may lead to production stoppages and impact the Company’s ability to meet production goals.

Global financial and economic conditions.

The re-emergence of a global financial crisis or recession or reduced economic activity in the United States, Mexico, Canada, China, India and other industrialized or developing countries, or disruption of key sectors of the economy such as oil and gas, may have a significant effect on the Company’s results of operations or may limit its ability to raise capital through credit and equity markets. The prices of the metals that the Company produces are affected by a number of factors, and it is unknown how these factors may be impacted by a global financial event or development impacting major industrial or developing countries. Additionally, global economic conditions may cause a long-term decrease in asset values. If such global volatility and market uncertainty were to continue, the Company’s operations and financial condition could be adversely impacted.

Natural disasters, terrorist acts, health crises and other disruptions or dislocations.

Upon the occurrence of a natural disaster, or upon an incident of war, riot or civil unrest, the impacted country may not efficiently and quickly recover from such event, which could have a materially adverse effect on the Company. Terrorist attacks, public health crises including epidemics, pandemics or outbreaks of new infectious disease or viruses, and related events can result in volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company.

Surface rights and access.

The Company has reached various agreements for surface rights and access with certain local groups, including members of ejidos, for mining exploitation activities, including open pit mining, in the surroundings of the Cosalá Operations. In addition, the Company has formal ongoing agreements for surface access to all ejidos on which its exploration activities are being performed. These agreements are valid and are regularly reviewed in terms of the appropriate level of compensation for the level of work being carried out.

20
Table of Contents

For future activities, the Company will need to negotiate with ejido and non-ejido members, as a group and individually, to reach agreements for additional access and surface rights. Negotiations with ejidos membership or other interested groups can become time-consuming if demands for compensation become unreasonable. There can be no guarantee that the Company will be able to negotiate satisfactory agreements with any such existing members for such access and surface rights, and therefore it may be unable to carry out planned mining activities. In addition, in circumstances where access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, the outcomes of which cannot be predicted with any certainty. The inability of the Company to secure surface access or purchase required surface rights could materially and adversely affect the timing, cost or overall ability of the Company to operate or develop any mineral deposits it may locate. See “Labour relations, employee recruitment, retention and pension funding” for further information.

The Company is subject to currency fluctuations that may adversely affect the financial position of the Company.

One of the Company’s primary operations, the Cosalá Operations, is located in Mexico and many of its expenditures and obligations are denominated in Mexican pesos. Other operations are located in the United States and expenditures related to those operations are denominated in U.S. dollars. The Company maintains its principal office and raises its equity financings in Canada, maintains cash accounts in U.S. dollars, Canadian dollars and Mexican pesos and has monetary assets and liabilities in U.S. dollars, Canadian dollars and Mexican pesos. For its financial reporting, the Company’s presentation currency is the U.S. dollar. As such, the Company’s results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and results of the Company. The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.

Risks associated with Americas Gold and Silver’s various financial instruments.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, receivables, accounts payable and accrued liabilities, other payables, derivative assets and liabilities, and other financial instruments may be held from time to time. These financial instruments are exposed to numerous risks, including, among others, liquidity risk, currency risk, equity price risk, interest rate risk, counterparty risk and credit risk. Many of these risks are outside the Company’s control. There is no assurance that the Company will realize the carrying value of any of its financial instruments.

The Company may engage in hedging activities.

From time to time, the Company may use certain derivative products to hedge or manage the risks associated with changes in the prices of zinc, lead, and the Mexican Peso. The use of derivative instruments involves certain inherent risks including, among other things: (i) credit risk – the risk of an unexpected loss arising if a counterparty with which the Company has entered into transactions fails to meet its contractual obligations; (ii) market liquidity risk – the risk that the Company has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; (iii) unrealized mark-to-market risk – the risk that, in respect of certain derivative products, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products.

There is no assurance that any hedging program or transactions which may be adopted or utilized by the Company designed to reduce the risk associated with price changes will be successful. Although hedging may protect the Company from an adverse price change, it may also prevent the Company from benefiting fully from a positive price change.

The Company may require significant capital expenditures.

Substantial capital expenditures will be required to maintain, develop and to continue with exploration at the Company properties. In order to explore and develop these projects and properties, the Company may be required to expend significant amounts for, among other things, geological, geochemical and geophysical analysis, drilling, assaying, and, if warranted, mining and infrastructure feasibility studies.

21
Table of Contents

The Company may not benefit from any of these investments if it is unable to identify commercially exploitable mineralized material. If successful in identifying reserves, it will require significant additional capital to construct facilities necessary to extract recoverable metal from those reserves.

The ability of the Company to achieve sufficient cash flows from internal sources and obtain necessary funding depends upon a number of factors, including the state of the worldwide economy and the price of silver, zinc, lead and copper. The Company may not be successful in achieving sufficient cash flows from internal sources and obtaining the required financing for these or other purposes on terms that are favourable to it or at all, in which case its ability to continue operating may be adversely affected. Failure to achieve sufficient cash flows and obtain such additional financing could result in delay or indefinite postponement of further exploration or potential development.

Risks associated with the Company’s business objectives.

The Company’s strategy to create shareholder value through the acquisition, exploration, advancement and development of its mineral properties will be subject to substantive risk. While the Company may seek to acquire additional mineral properties that are consistent with its business objectives, there can be no assurance that the Company will be able to identify suitable additional mineral properties or, if it does identify suitable properties, that it will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to the Company or at all. Any partnership or joint venture agreements with respect to mineral properties that the Company enters into will be subject to the typical risks associated with such agreements, including disagreement on how to develop, operate or finance a property and contractual and legal remedies of the Company’s partners in the event of such disagreement.

Risks associated with the Company’s strategic joint venture at its Galena Complex.

In September 2019, the Company entered into the Galena Joint Venture with Mr. Eric Sprott (“Sprott”) at its Galena Complex. The Galena Joint Venture is subject to the risks normally associated with the conduct of joint ventures. These risks may include, but are not limited to: (i) disagreements between joint venture partners on how to develop and operate mines efficiently; (ii) that joint venture partners may at any time have economic or business interests or goals that are, or become, inconsistent with another joint venture partner’s business interests or goals; (iii) an inability of joint venture partners to meet their obligations to the joint venture or third parties; (iv) the possibility that a joint venture partner might become bankrupt; (v) the possibility that a joint venture partner may not be able to sell its interest in the joint venture; or (vi) litigation arising between joint venture partners regarding joint venture matters. The existence or occurrence of one or more of the foregoing circumstances and events could have a material adverse impact on the Company’s profitability, future cash flows, earnings, results of operations and financial condition.

Competition in the mining industry.

Competition in the mining sector is intense. Mines have limited lives and as a result, the Company may in the future seek to replace and expand its reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in areas where the Company would consider conducting exploration and/or production activities. Because the Company faces strong competition for new properties from other mining companies, some of which have greater financial resources than it does, the Company may be unable to acquire attractive new mining properties on terms that it considers acceptable. Competition in the mining business for limited sources of capital could adversely affect the Company’s ability to acquire and develop suitable mines, developmental projects, producing companies, or properties having significant exploration potential. As a result, there can be no assurance that the Company’s acquisition and exploration plans will yield new mineral reserves to replace or expand current mineral reserves.

22
Table of Contents

Concentrate sales risks.

The Company currently sells its concentrates under offtake contracts with a limited number of counterparties. Based on past practice, and the quality of its concentrates, the Company expects to be able to renew these contracts or find alternative purchasers for its concentrates, however there can be no assurance that the existing contracts will be renewed or replaced on reasonable terms.

The Company frequently sells its concentrates on the basis of receiving a sales advance when the concentrates are delivered, with the advance based on market prices of metals at the time of the advance. Final settlement of the sale is then made later, based on prevailing metals prices at that time. In an environment of volatile metal prices, this can lead to negative cash adjustments, with amounts owing to the purchaser, and such amounts could potentially be substantial. In volatile metal markets, the Company may elect to fix the price of a concentrate sale at the time of initial delivery.

Certain risks related to the ownership of the Company’s common shares.

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, including mineral resource and mining companies and particularly those considered development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual severe fluctuations in price will not occur.

The Common Shares are currently listed on the Toronto Stock Exchange (the “TSX”) and the NYSE American LLC (the “NYSE American”). There can be no assurance that an active market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such Common Shares trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates and the markets for similar securities, general economic conditions and the Company’s financial condition, historic financial performance and future prospects.

Additionally, the exercise of stock options and warrants already issued by the Company, the issuance of additional equity securities or convertible debt securities and the repayment of debt through the issuance of additional equity securities in the future could result in dilution in the equity interests of holders of Common Shares.

The Company may also issue and sell additional securities of the Company to finance its operations or future acquisitions. The Company cannot predict the size of future issuances of securities of the Company or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Company that are issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Company, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices for the securities of the Company that are issued and outstanding from time to time. With any additional sale or issuance of securities of the Company, holders will suffer dilution with respect to voting power and may experience dilution in the Company’s earnings per share. Moreover, the Company’s recent offerings of Common Shares may create a perceived risk of dilution resulting in downward pressure on the price of the Company’s issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

The Company is subject to the rules and regulations of the TSX and NYSE American.

The Company is subject to the rules and regulations of the NYSE American and the TSX. Further, in order to maintain compliance with all continued listing requirements, the Company pays legal, accounting and compliance fees to advisors and regulatory organizations. Any changes to rules, regulations, policies or guidelines issued by regulatory authorities may impact the risk of non-compliance. There is no assurance that the Company will be able to comply with the applicable NYSE American or TSX continued listing standards or maintain its listing status on either the TSX or NYSE American. Any failure to comply with applicable continued listing requirements and regulations may result in the delisting of the Common Shares from the TSX and/or the NYSE American. Any voluntary or involuntary delisting may have material adverse effects on the Company’s business and financial condition.

23
Table of Contents

Absolute assurance on financial statements.

The Company prepares its financial statements in accordance with accounting policies and methods prescribed by International Financial Reporting Standards. In the preparation of financial statements, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes that its financial reports and financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance in that regard.

The Company is a Canadian company and this could have an impact on enforcement of civil liabilities obtained under U.S. securities laws.

The Company is a corporation existing under the laws of Canada and its registered and head office is in Canada. Most of the Company’s directors and officers are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of the Company’s assets, are located outside the United States. As a result, it may be difficult to serve process on the Company or such other persons, to effect service of process within the United States on certain of the Company’s directors and officers or enforce judgments obtained in the United States courts against the Company or certain of the Company’s directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States. Enforcement by investors of civil liabilities under the United States federal or state securities laws may be affected adversely by these facts.

There is some doubt as to whether a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against the Company or its directors and officers. There is also doubt as to whether an original action could be brought in Canada against the Company or its directors and officers to enforce liabilities based solely upon United States federal or state securities laws.

Uninsured or uninsurable risks.

In the course of exploration, development and production of mineral properties, several risks and, in particular, unexpected or unusual geological or operating conditions, may occur. Such risks and hazards may include adverse environmental conditions, industrial accidents, labour disputes, social unrest, political or economic instability, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses, and possible legal liability.

Although the Company will maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all the potential risks associated with a mining company’s operations. Furthermore, the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Should such aforementioned liabilities arise, they could have a material adverse effect on the results of the Company’s operations, cash flow, financial condition, and business, they could reduce or eliminate any future profitability, and they could result in an increase in costs and a decline in value of the Common Shares.

24
Table of Contents

As of the date of this Annual Report, the Company is not insured against environmental risks. Insurance against environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Without such insurance, and if the Company becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Company has to pay such liabilities and result in bankruptcy. Should the Company be unable to fund fully the remedial cost of an environmental problem, it might be required to enter into interim compliance measures pending completion of the required remedy.

The Company’s information technology systems may be vulnerable to disruption which could place its systems at risk from data loss, operational failure, or compromise of confidential information.

The Company relies on various information technology systems, and on third party developers and contractors, in connection with operations, including production, equipment operation and financial support systems. While the Company regularly obtains and develops solutions to monitor the security of its systems, it remains vulnerable to disruption, damage or failure from a variety of sources, including errors by employees or contractors, computer viruses, cyber-attacks including phishing, ransomware, and similar malware, misappropriation of data by outside parties, and various other threats. Techniques used to obtain unauthorized access or sabotage systems are under continuous and rapid evolution, which may deter efforts to detect disruption of data and systems in advance. Breaches and unauthorized access carry the potential to cause losses of production, operational delays, equipment failure that could cause other risks to be realized, inaccurate recordkeeping, or disclosure of confidential information, any of which could result in financial losses and regulatory or legal exposure and could have a material adverse effect on the Company’s cash flows, financial condition or results of operations.

Accessibility and reliability of existing local infrastructure.

The Company’s mining, processing, development and exploration activities depend, to some degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important considerations, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploitation or development of the Company’s projects. If adequate infrastructure is not available in a timely manner, the exploitation or development of the Company’s projects may not be commenced or completed on a timely basis, if at all. In addition, the resulting operations may not achieve the anticipated production volume, or the construction costs and ongoing operating costs associated with the exploitation and/or development of the Company’s advanced projects will be higher than anticipated. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations and profitability.

Risks and uncertainties related to the repatriation of funds from foreign subsidiaries.

The Company expects to generate cash flow and profits at its foreign subsidiaries and may need to repatriate funds from those subsidiaries to fulfill its business plans, in particular in relation to ongoing expenditures at its exploration and development assets. The Company may not be able to repatriate funds or may incur tax payments or other costs when doing so, as a result of a change in applicable law or tax requirements at local subsidiary levels or at the parent level, which costs could be substantial.

U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

The Foreign Corrupt Practices Act (United States) and the Corruption of Foreign Public Officials Act (Canada) and anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. The Company’s policies mandate compliance with these anti-bribery laws, which often carry substantial penalties. The Company operates in jurisdictions that have experienced governmental and private sector corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with certain local customs and practices. There can be no assurance that the Company’s internal control policies and procedures will always protect it from reckless or other inappropriate acts committed by the Company’s affiliates, employees or agents. Violations of these laws, or allegations of such violations, could have a material adverse effect on the Company’s reputation, as well as business, financial position and results of operations and could cause the market value of the Common Shares to decline.

25
Table of Contents

Tax considerations.

Mexico

Corporate profits in Mexico are taxed only by the Federal Government. Previously, there were two federal taxes in Mexico that applied to the Company’s operations in Mexico: corporate income tax and a Flat Rate Business Tax (“IETU”). Mexican corporate income tax was calculated based on gross revenue less deductions for all refining and smelting charges, direct operating costs, all head office general and administrative costs, and depreciation deductions as applicable at a corporate income tax rate in Mexico of 30%. The IETU was a cash-based minimum tax that applies in addition to the corporate income tax. The tax was applicable to the taxpayer’s net income from the (i) sale of goods; (ii) performance of independent services; and (iii) lease of goods at the rate of 16.5% during 2008, 17% during 2009, 17.5% during 2010, 2011 and 2013.

In late 2013, a new income Tax Law was enacted in Mexico (“Mexican Tax Reform”) which became effective January 1, 2014. Key provisions of the Mexican Tax Reform that may affect the Company consist of:

·	New 7.5% mining royalty. This royalty is deductible for tax purposes and is calculated as 7.5% of a royalty base which is computed as taxable revenues (except interest and inflationary adjustments), less allowable deductions for income tax purposes (except interest, inflationary adjustment, depreciation and mining fees), less prospecting and exploration expenses for the year;
·	New environmental duty of 0.5% of gross income arising from the sale of gold and silver;
·	Corporate income tax rate to remain at 30%, eliminating the scheduled reduction to 29% in 2014 and to 28% in 2015;
·	Elimination of the IETU;
·	Elimination of the option for depreciation of capital assets on an accelerated basis;
·	Elimination of 100% deduction on exploration expenses for locating and quantifying new deposits in pre-operating periods. These exploration costs will be amortized on a straight-line basis over 10 years; and
·	Reduction of deductibility for various employee fringe benefits; and imposes a 10% withholding tax on dividends distributed to resident individuals or foreign residents (including foreign corporations). According to the Mexico-Canada tax treaty, this dividend withholding tax rate may be reduced to 5%.

Climate change.

Extreme weather events (for example, prolonged drought, or the increased frequency and intensity of storms) have the potential to disrupt the Company’s operations and the transportation routes that the Company uses. The Company’s ability to conduct mining operations depends upon access to the volumes of water that are necessary to operate its mines and processing facilities. Changes in weather patterns and extreme weather events, either due to normal variances in weather or due to global climate change, could adversely impact the Company’s ability to secure the necessary volumes of water to operate its facilities.

For example, the Cosalá Operations and Galena Complex have in the past experienced damage from flooding during periods of excessive rain. Increased precipitation, either due to normal variances in weather or due to global climate change, could result in flooding that may adversely impact mining operations and could damage the Company’s facilities, plant and operating equipment at the Company’s properties. Accordingly, extreme weather events and climate change may increase the costs of operations and may disrupt operating activities, either of which would adversely impact the profitability of the Company.

26
Table of Contents

Regulations and pending legislation governing issues involving climate change could result in increased operating and capital costs which could have a material adverse effect on the Company’s business.

The production of metals concentrates is an energy-intensive undertaking that results in a significant carbon footprint. The Company utilizes electricity, diesel fuel, and gasoline to directly or indirectly to produce metal.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that are viewed as the result of emissions from the combustion of carbon-based fuels. At the 21^st^ Conference of the Parties of the United Nations Framework Convention on Climate Change held in Paris in 2015, the Paris Agreement was adopted which was intended to govern emission reductions beyond 2020. The Paris Agreement went into effect in November 2016 when countries that produce at least 55% of the world’s greenhouse gas emissions ratified the agreement. While there are no immediate impacts to business from the Paris Agreement, the goal of limiting global warming to “well below 2ºC” will be taken up at national levels.

Some of the countries in which the Company operates have implemented, and are developing, laws and regulations related to climate change and greenhouse gas emissions. In December 2009, the United States EPA issued an endangerment finding under the U.S. Clean Air Act that current and projected concentrations of certain mixed greenhouse gases, including carbon dioxide, in the atmosphere threaten the public health and welfare. Additionally, the United States and China signed a bilateral agreement in November 2014 that committed the United States to reduce greenhouse gas emissions by an additional 26% to 28% below 2005 levels by the year 2025. The EPA in August 2015 issued final rules for the Clean Power Plan under Section 111(d) of the Clean Air Act designed to reduce greenhouse gas emissions at electric utilities in line with reductions planned for the compliance with the Paris Agreement. On June 19, 2019, the EPA as part of a regulatory review repealed the Clean Power Plan and replaced it with the Affordable Clean Energy rule which eliminates most of the emission reduction standards included in the Clean Power Plan. On January 19, 2021, the D.C. Circuit vacated the Affordable Clean Energy rule and remanded to the EPA for further proceedings consistent with its opinion.

Legislation and increased regulation and requirements regarding climate change could impose increased costs on the Company and its venture partners and suppliers, including increased energy, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Additional reporting requirements may apply if Americas Gold and Silver loses its status as a “Foreign Private Issuer” under the Exchange Act.

Americas Gold and Silver is currently considered a “foreign private issuer” under the rules of the SEC. However, it may lose its “foreign private issuer” status at future assessment dates. In order to maintain its current status as a foreign private issuer, 50% or more of the Common Shares must be directly or indirectly owned of record by non-residents of the United States. The Company may in the future lose its foreign private issuer status if a majority of the Common Shares are owned of record in the United States and the Company fails to meet the additional requirements necessary to avoid loss of foreign private issuer status.

As a foreign private issuer, Americas Gold and Silver is subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Americas Gold and Silver is required to file its annual report on Form 40-F with the SEC at the time it files its annual information form with the applicable Canadian securities regulatory authorities or file an annual report on Form 20-F within four months of the end of the fiscal year. In addition, Americas Gold and Silver must furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Americas Gold and Silver in Canada or filed with the TSX and which was made public by the TSX, or regarding information distributed or required to be distributed by Americas Gold and Silver to its shareholders. Moreover, although Americas Gold and Silver is required to comply with Canadian disclosure requirements, in some circumstances Americas Gold and Silver is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies that have securities registered under the Exchange Act. Americas Gold and Silver is permitted to file financial statements in accordance with IFRS as issued by IASB, and therefore does not file financial statements prepared in accordance with generally accepted accounting principles in the United States as do United States companies that file reports with the SEC. Furthermore, Americas Gold and Silver is not required to comply with the United States proxy rules or with Regulation FD, which addresses certain restrictions on the selective disclosure of material information, although it must comply with Canadian disclosure requirements. Americas Gold and Silver also presents information regarding mineral resources and reserves in accordance with NI 43-101 rather than in compliance with Subpart 1300 of Regulation S-K, the requirements of the SEC applicable to domestic United States reporting companies and foreign private issuers that are not eligible for the Canada-U.S. multi-jurisdictional disclosure system. In addition, among other matters, Americas Gold and Silver’s officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Americas Gold and Silver Common Shares. Therefore, the Company’s securityholders may not know on as timely a basis when its officers, directors and principal shareholders purchase or sell securities of the Company as the reporting periods under the corresponding Canadian insider reporting requirements are longer. Americas Gold and Silver also presents information regarding mineral resources and reserves in accordance with NI 43-101 rather than the requirements of the SEC applicable to domestic United States reporting companies.

27
Table of Contents

If Americas Gold and Silver loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements with the content and in the form required as if it were a United States domestic company, and will incur additional costs to make such filings. The regulatory and compliance costs to the Company under United States federal securities laws as a United States domestic issuer may be significantly more than the costs the Company incurs as a Canadian foreign private issuer. Additionally, if the Company ceases to be a foreign private issuer, then the Company will be subject to Subpart 1300 of Regulation S-K, which differs from the requirements of NI 43-101.

Americas Gold and Silver will incur increased costs as a result of operating as a reporting company whose Common Shares are publicly traded in the United States and is unable to use the multijurisdictional disclosure system, and our management will be required to devote substantial time to new compliance initiatives.

As a public company whose shares are publicly traded in the United States and reporting under the Exchange Act and is not currently eligible to report under the multijurisdictional disclosure system, the Company will incur significant legal, accounting and other expenses that it did not incur previously. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other applicable securities rules and regulations impose various requirements on public companies in the United States. Senior management of the Company and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase legal and financial compliance costs and will make some activities more time-consuming and costly.

Americas Gold and Silver is an “emerging growth company” and Americas Gold and Silver cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make Americas Gold and Silver shares less attractive to investors.

Americas Gold and Silver is an “emerging growth company” as defined in the JOBS Act. Americas Gold and Silver will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which Americas Gold and Silver has total annual gross revenues of $1.235 billion or more; (b) the last day of the fiscal year of Americas Gold and Silver following the fifth anniversary of the date of the first sale of common equity securities of Americas Gold and Silver pursuant to an effective registration statement under the Securities Act(c) the date on which Americas Gold and Silver has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which Americas Gold and Silver is deemed to be a ‘large accelerated filer’ under the Exchange Act.

For so long as Americas Gold and Silver continues to qualify as an emerging growth company, it will be exempt from certain requirements applicable to other reporting companies that are not emerging growth companies, including the requirement to include an auditor attestation report relating to internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act in its annual reports filed under the Exchange Act, even if it does not qualify as a “smaller reporting company”. In addition, section 103(a)(3) of the Sarbanes-Oxley Act has been amended by the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the registrant (auditor discussion and analysis).

28
Table of Contents

Any United States domestic issuer that is an emerging growth company is able to avail itself of the reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and to not present to its stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved, or present the relationship between executive compensation actually paid and such issuer’s financial performance. As a foreign private issuer, Americas Gold and Silver is not subject to such requirements and will not become subject to such requirements even if Americas Gold and Silver ceases to be an emerging growth company, unless Americas Gold and Silver also ceases to be a “foreign private issuer”.

If Americas Gold and Silver qualifies as a “smaller reporting company” or a “non-accelerated filer”, it may also benefit from reduced disclosure requirements, including not being required to include an auditor attestation report relating to internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act in its annual reports filed under the Exchange Act.

The SEC’s adoption of the “Modernization of Property Disclosures for Mining Registrants,” as codified in Subpart 1300 of Regulation S-K 1300, has created new disclosure requirements for Mineral Reserves and Mineral Resources that could result in increased compliance costs for Americas Gold and Silver and could create ambiguity for issuers required to comply with both the requirements of Regulation S-K 1300 and NI 43-101.

SEC Industry Guide 7 has been rescinded and replaced by Regulation S-K 1300, which requires SEC reporting companies that are not eligible to use the multijurisdictional disclosure system to disclose specific information related to its material mining operations, including with particularity its mineral resources and mineral reserves. While Regulation S-K 1300 is substantively the same as NI 43-101 (with the primary difference being NI 43-101’s required format, a matter on which Regulation S-K 1300 is silent), the regulatory changes nonetheless would require the Company to update its existing technical reports to disclose mineral reserves and mineral resources, which would result in the Company incurring substantial costs if the Company undertook such updates. The Company has not prepared a technical summary in compliance with Regulation S-K 1300 and there has been little guidance as to the acceptability of such an approach by the SEC with respect to issuers required to comply with both the requirements of Regulation S-K 1300 and NI 43-101. The Company cannot predict the nature of any future enforcement, interpretation, application or potential costs of Regulation S-K 1300. Any further revisions to, or interpretations of, Regulation S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, including in relation to its NI 43-101 disclosure.

If the Company were to be a ‘‘passive foreign investment company’’, adverse U.S. federal income tax consequences would result for U.S. Holders.

U.S. Holders (as defined below) should be aware that the Company believes it was not classified as a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) for its most recently completed tax year, and based on current business plans and financial expectations, the Company expects that it will likely not be a PFIC for the current tax year. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. Consequently, there can be no assurance that the Company will not become a PFIC for any tax year during which U.S. Holders own Common Shares.

29
Table of Contents

If the Company is a PFIC for any year during a U.S. Holder’s holding period, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of Common Shares, or any “excess distribution” received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution, unless the U.S. Holder makes a timely and effective “qualified electing fund” (“QEF”) election under Section 1295 of the Code (“QEF Election”) or a “mark-to-market” election under Section 1296 of the Code (“Mark-to-Market Election”) with respect to its Common Shares. A U.S. Holder who makes a QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. Holders should be aware that the Company can provide no assurances that it will satisfy the record-keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S. Holders may not be able to make a QEF Election with respect to their Common Shares. A U.S. Holder who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules”. Each U.S. Holder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

If the Company were to be a ‘‘controlled foreign corporation’, adverse U.S. federal income tax consequences may result for certain U.S. Holders.

There is a risk that the Company will be classified as a controlled foreign corporation (“CFC”) for U.S. federal income tax purposes. The Company will generally be classified as a CFC if more than 50% of the Company’s outstanding shares, measured by reference to voting power or value, are owned (directly, indirectly or by attribution) by “U.S. Shareholders.” For this purpose, a “U.S. Shareholder” is any U.S. person that owns directly, indirectly or by attribution, 10% or more of the voting power or value of the Company’s outstanding shares. If the Company is classified as a CFC, a U.S. Shareholder may be subject to U.S. income taxation at ordinary income tax rates on all or a portion of the Company’s undistributed earnings and profits attributable to “subpart F Income”, may be required to take into account its pro rata share of the Company’s “tested income” and certain other amounts in determining such U.S. Shareholder’s global intangible low-taxed income, and may also be subject to tax at ordinary income tax rates on any gain realized on a sale of Common Shares, to the extent of the Company’s current and accumulated earnings and profits attributable to such Common Shares. The CFC rules are complex and U.S. Shareholders of Common Shares should consult their own tax advisors regarding the possible application of the CFC rules to them in their particular circumstances.

Proposed legislation in the U.S. Congress, including changes in U.S. tax law, and the Inflation Reduction Act of 2022 may adversely impact the Company and the value of the Common Shares.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect the Company or holders of Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact the Company’s financial performance and the value of the Common Shares. Additionally, states in which the Company operates or owns assets may impose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposed legislation remains subject to change, and its impact on the Company and holders of Common Shares is uncertain.

In addition, the Inflation Reduction Act of 2022 includes provisions that impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation purchasing such stock. It remains unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or holders of Common Shares.

30
Table of Contents

Cybersecurity risk.

The Company’s operations depend, in part, upon information technology systems. The Company’s information technology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to, hacking, computer viruses, security breaches, natural disasters, power loss, vandalism, theft and defects in design. Any of these and other events could result in information technology systems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or other manipulation or improper use of the Company’s data, systems and networks, any of which could have adverse effects on the Company’s reputation, business, results of operations, financial condition and share price.

The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect the Company’s systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Conflicts of interest.

Certain of the Company’s directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development, and consequently there exists the possibility for such directors and officers to have interests that conflict with the Company’s interests. Situations may arise in connection with potential investments where the other interests of the Company’s directors conflict with its interests. As such, conflicts of interest may arise that may influence these persons in evaluating possible acquisitions or in generally acting on the Company’s behalf, as they may pursue opportunities that would then be unavailable to the Company. In the event that the Company’s directors are subject to conflicts of interest, there may be a material adverse effect on its business.

International Conflict.

International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia's invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices, supply chains, and global economies more broadly. Volatility in commodity prices and supply chain disruptions may adversely affect the Company's business, financial condition, and results of operations. The extent and duration of the current Russia-Ukraine conflict and conflict in the middle east and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this Annual Report, the consolidated financial statements of the Company or MD&A, including those relating to commodity price volatility and global financial conditions. The situation is rapidly changing and unforeseeable impacts, including on shareholders of the Company, and third parties with which the Company relies on or transacts, may materialize and may have an adverse effect on the Company's business, results of operation, and financial condition.

ITEM 4 - INFORMATION ON THE COMPANY

A. History and Development of the Company

Americas Gold and Silver was incorporated as Scorpio Mining Corporation (“Scorpio Mining”) pursuant to articles of incorporation dated May 12, 1998, under the Canada Business Corporations Act (“CBCA”) with authorized share capital of an unlimited number of Common Shares. On December 23, 2014, a merger of equals transaction between Scorpio Mining and U.S. Silver & Gold Inc. (“U.S. Silver”) was completed to combine their respective businesses by way of a plan of arrangement of U.S. Silver pursuant to section 182 of the Business Corporations Act (Ontario). Following the merger of equals, the combined company changed its name to Americas Silver Corporation (“Americas Silver”) by way of articles of amendment dated May 19, 2015. On April 3, 2019, Americas Silver completed its acquisition of Pershing Gold Corporation (“Pershing Gold”) pursuant to a plan of merger under Nevada law (the “Pershing Gold Transaction”). Following the completion of the Pershing Gold Transaction, the Company changed its name to “Americas Gold and Silver Corporation” pursuant to articles of amendment dated effective September 3, 2019. The Company’s principal and registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada M5H 1J8.

31
Table of Contents

Three Year History

Fiscal 2021

On January 11, 2021, the Company announced that Relief Canyon had declared commercial production effective that day with the sustained operation of the large radial stacker which satisfied the required stacking rates following first gold pour in February 2020.

On January 29, 2021, the Company completed a bought deal public offering of 10,253,128 Common Shares at a price of C$3.31 per share for aggregate gross proceeds of approximately $26.7 million (C$33.94 million), which included the partial exercise by the underwriters of the over-allotment option granted by the Company to the underwriters for the offering. The net proceeds were used for working capital purposes at Relief Canyon, development and exploration at the Galena Complex, care and maintenance at the Cosalá Operations, debt repayments, and working capital and other general corporate purposes.

On April 29, 2021, the Company issued a C$12.5 million secured convertible debentures to Royal Capital Management Corp. (“RoyCap”) due April 28, 2024 (the “Convertible Debentures”) with interest payable at 8% per annum, repayable at the Company’s option prior to maturity subject to payment of a redemption premium, and convertible into Common Shares at the holder’s option at a conversion price of C$3.35. The Convertible Debentures are secured by the Company’s interest in the Galena Complex and by shares of one of the Company’s Mexican subsidiaries. The net proceeds raised from the Convertible Debentures were used in connection with capital requirements relating to the reopening of the Cosalá Operations, repayment of shorter-term debt obligations, the ramp-up at Relief Canyon and for working capital purposes.

On November 12, 2021, the Company amended its existing Convertible Debentures by increasing the principal balance by C$6.3 million to a total principal balance of C$18.8 million, in addition to amending its conversion price of C$3.35 to C$1.48 (based on a 35% premium to the 5-day VWAP), and the terms of its retraction option from a retraction of C$0.3 million cumulative per month to a retraction of C$0.45 million cumulative per month. All other material terms of the Convertible Debentures remained unchanged. The net proceeds raised were used for the reopening of the Cosalá Operations and working capital purposes.

On May 17, 2021, the Company announced that because of the differences observed between the modelled (planned) and mined (actual) ore tonnage and the carbonaceous material identified in the early phases of the mine plan, an impairment charge of $55.6 million was taken in Q1-2021, reducing the carrying value of the Relief Canyon mineral interest, and property, plant, and equipment. An additional reduction of $23.0 million was taken to inventory in Q1-2021 because of the decreased recovery expected from gold ounces already placed on the leach pad.

On May 17, 2021, the Company announced it had entered into an at-the-market offering 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 (the “ATM Program”). The ATM Program terminated on February 28, 2022, approximately 44.1 million Common Shares were sold pursuant to the ATM Program with an average price per share of approximately $1.01 for gross proceeds of approximately $44.4 million.

On July 7, 2021, the Company announced that it had signed an agreement with the federal Mexican Ministries of Economy, Interior and Labour committing along with certain union representatives to a reopening at the Cosalá Operations shut since early 2020 by the illegal blockade.

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 “Securities Action”). Pursuant to the Securities Action, the representative plaintiff sought damages of C$130 million in relation to the Company’s public disclosure concerning its Relief Canyon mine. The Company maintained that the complaint against it was unfounded and without merit. In November 2022 the Court found for the Company, that the plaintiff failed to present credible evidence to establish a reasonable possibility that the action could be resolved in the plaintiff’s favour and fully and finally dismissed the Securities Action.

On August 13, 2021, the Company and the Board of Directors (the “Board”) temporarily suspended mining operations at Relief Canyon while continuing leaching operations and ongoing technical studies in order to prioritize capital for the Cosalá Operations re-opening and the Galena hoist replacement.

32
Table of Contents

In December 2021 the Cosalá Operations resumed commercial production following the signing of an accord with a Mexican labour union signed by the Mexican Ministries of Economy, Interior and Labour in July 2021 and recalling workers in September 2021. The Los Braceros mill ramped up to nameplate production in December 2021. Concentrate shipments resumed with a return to revenue and cash flow generation in Q4-2021.

Fiscal 2022

On January 24, 2022, the Company hosted the official opening ceremony for the Cosalá Operations which was attended by the Mexican Minister of Economy, the Governor of the State of Sinaloa and the Cosalá Mayor.

During fiscal 2022, the Company closed quarterly non-brokered private placements with Sandstorm Gold Limited (“Sandstorm”) for total gross proceeds of $9.9 million through issuance of approximately 15.2 million of the Company’s common shares.

On October 20, 2022, the Company amended the Convertible Debentures by increasing the principal balance by C$7.0 million to a total outstanding principal of C$25.8 million, in addition to amending its interest rate of 8% per annum to 9.5% per annum, its conversion price of C$1.48 to C$1.00, and the terms to its retraction option retractable at a cumulative C$0.45 million per month to a cumulative C$0.5 million per month.

On November 30, 2022, the Company announced that the Galena Complex and its unionized workers ratified a new 3-year collective bargaining agreement effective November 17, 2022. Unionized workers at the Cosalá reviewed and ratified their collective bargaining agreement, effective May 1, 2022 with yearly and biannual reviews, as per the Mexican Labour Laws. This local union, which has been representing some Company’s unionized workers for a number of years, is different from the SMN Union that originated the 2020 illegal blockade at the Cosalá Operations. These agreements support continued stable operations during a period of forecasted production growth.

Fiscal 2023

On January 11, 2023, the Company provided a production update for the silver equivalent production noting that the silver equivalent production of 5.3 million ounces exceed the silver equivalent guidance range of 4.8-5.2 million ounces for the completed year 2022. It was also announced that the Galena Hoist had been put in place prior to year-end with shaft repairs to start following the completion of electrical work and commissioning. Further the instillation was completed as of the end of Q3.

33
Table of Contents

On February 26, 2023 the Company and Sandstorm amended the April 3, 2019 Precious Metal Purchase Agreement (the “Purchase Agreement”) to increase the advance payment payable to the Company by an additional $11 million. On April 12, 2023, the Company entered into a $4.0 million net smelter returns royalty agreement with Sandstorm to be repaid through a 2.5% royalty on attributable production from the Cosalá Operations and Galena Complex. The royalty reduces to 0.2% on attributable production from the Cosalá Operations and Galena Complex after the aggregate repayment of $4.0 million and may be eliminated thereafter with a buyout payment of $1.9 million.

On April 11, 2023, a tragic accident occurred at the Galena Complex resulting in a fatality. MSHA completed investigation in October 2023 and issued two citations relating to a fall of ground in a working area of the mine.

On June 21, 2023, the Company’s issued an additional secured convertible debenture to Delbrook Capital Advisors (“Delbrook”) under the Company’s existing Convertible Debentures, increasing the principal balance by C$8.0 million to a total of C$24.3 million outstanding at the end of the second quarter. The Company also amended the interest payable to 11% per annum, the conversion price to C$0.80, and extended the term of the maturity to July 1, 2024 with mutual option to extend by incremental calendar quarters up to April 28, 2025, among other terms. On October 30, 2023, the Company amended the convertible debenture held by Delbrook by increasing the principal by C$2.0 million with all other material terms unchanged. On November 13, 2023, the Company and Delbrook agreed to amend the terms of the existing 3,500,000 common share purchase warrants (“Warrants”) held by Delbrook and affiliates to amend the exercise price from C$0.80 per warrant to C$0.55 per Warrant. The Warrants expire on June 21, 2026, and contain customary anti-dilution provisions, as well as customary blocker language regarding becoming a control person without required shareholder and TSX approvals. The convertible debenture’s outstanding balance was reduced to C$24.0 million as of December 31, 2023, through additional retractions of C$2.3 million settled through issuance of approximately 5.9 million of the Company’s common shares.

Subsequent to Fiscal 2023

On March 21, 2024, the Company amended the Purchase Agreement with Sandstorm for the right to increase its advance payment by $3.25 million per calendar quarter or up to $6.5 million in aggregate during the first half of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2026+). The first calendar quarter advance of $3.25 million was drawn in full in March 2024.

On March 27, 2024, the Company completed an equity offering of 26,000,000 units at a price of C$0.30 per unit for total gross proceeds of C$7.8 million. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of C$0.40 for a period of three years.

The Company had an adjusted working capital deficit of $22.8 million as at December 31, 2023. Working capital of $38.2 million was negatively impacted by the classification of the Company’s convertible debenture to current liabilities due to a late signing by the associated parties of a quarterly term extension permitted under the agreement. In addition, the working capital deficit contains certain items that would not be settled in cash, specifically the derivative instruments, the metal contracts liability (balancing fixed deliveries noted above), and shares pending issuance. The adjusted working capital deficit would have been $8.6 million after adjusting for these items and the convertible debenture classification. The Company has received the quarterly extensions for both Q4-2023 and Q1-2024 and, as a result, this classification is expected to be reversed to long-term debt in the Q1-2024 financial statements.

The SEC maintains an internet site (http://www.sec.gov) that contains report, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found on the Company’s website (http://www.americas-gold.com). The content of the Company’s website and information accessible through the website do not form part of this Annual Report.

34
Table of Contents

B. Business Overview

Overview

The Company is a precious metals producer with two operations in some of the world's leading silver mining regions: the Galena Complex in Idaho, U.S.A. and the Cosalá Operations in Sinaloa, Mexico. The Company owns the Relief Canyon project in Nevada, U.S.A.which is currently in a status of care & maintenance following a suspension of mining activities in August 2021.

In Idaho, U.S.A., the Company operates the 60%-owned producing Galena Complex (40% owned by Sprott) whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Company entered into a joint venture agreement with Sprott effective October 1, 2019 for a 40% non-controlling interest of the Galena Complex. The continuing goal of the joint venture agreement is to support the rejuvenation of the mine’s infrastructure while growing the mineral reserve base through exploration and operate the mine safely and profitably.

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which is currently producing from the San Rafael orebody having declared commercial production in December 2017. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine which began commercial production after commissioning the Los Braceros processing facility in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects including the Zone 120 silver-copper deposit and the El Cajón silver-copper deposit. These properties are located in close proximity to the Los Braceros processing plant. The Company also owns a 100% interest in the San Felipe development project in Sonora, Mexico, which it acquired on October 8, 2020.

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

The Company’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complementary projects. The Company is also focused on extending the mine life of its current assets through exploration and continuing on the path to profitability at the Galena Complex. 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 the Board are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally.

Specialized Skill and Knowledge

Various aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, metallurgy, engineering, logistical planning and implementation of programs as well as finance and accounting and legal/regulatory compliance. While competitive conditions exist in the industry, the Company has been able to locate and retain employees and consultants with such skills and believes it will continue to be able to do so in the foreseeable future. See “Item 3.D - Risk Factors – Labour Relations, Employee Recruitment, Retention and Pension Funding”.

Competitive Conditions

Competition in the mineral exploration industry is intense. The Company competes with other mining companies, many of which have significant financial resources and technical facilities for the acquisition and development of, and production from, mineral interests, as well as for the recruitment and retention of qualified employees and consultants. The ability of the Company to acquire viable mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for development or mineral exploration.

35
Table of Contents

Business Cycles

The mining business is highly cyclical. The marketability of minerals and mineral concentrates is also affected by global economic cycles. The ultimate economic viability of the Company’s projects is related and sensitive to the market price of gold and silver as well the market price of by‐products such as zinc, lead and copper. Metal prices fluctuate widely and are affected by numerous factors such as global supply, demand, inflation, exchange rates, interest rates, forward selling by producers, central bank sales and purchases, production, global or regional political, economic or financial situations and other factors beyond the control of the Company.

Sources and Availability of Raw Materials

All of the raw materials the Company requires to carry on its business are available through normal supply or business contracting channels. The Company has not experienced a shortage of availability of raw materials or significant price volatility.

Environmental Protection

The Company’s mining, exploration and development activities are subject to various federal, state and municipal laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties. In all jurisdictions where the Company operates, specific statutory and regulatory requirements and standards must be met throughout the exploration, development and operations stages of a mining property with regard to matters including water quality, air quality, wildlife protection, solid and hazardous waste management and disposal, noise, land use and reclamation. Changes in any applicable governmental regulations to which the Company is subject or inconsistent application of these regulations, may adversely affect its operations. Failure to comply with any condition set out in any required permit or with applicable regulatory requirements may result in the Company being unable to continue to carry out its activities. The impact of these requirements cannot accurately be predicted.

Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, including inflation, prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. Details and quantification of the Company’s reclamation and closure costs are discussed in the annual financial statements for the years ended December 31, 2023, 2022 and 2021 contained in this Annual Report (see “Note 4 – Significant Accounting Judgments and Estimates – Decommissioning Provision”) and see “Item 5.A – Operating Results (see “Accounting Standards and Pronouncements - Significant Accounting Judgements and Estimates – (iii) Decommissioning Provision”)”. See also “Item 3.D - Risk Factors – Government Regulation and Environmental Compliance”.

The Company is focused on strengthening monitoring, controls and disclosure of environmental issues that affect employees and the surrounding communities. Through proactive public engagement, the Company continues to gain a better understanding of the concerns of area-wide citizens and regulators and continues to work collaboratively to identify the most reasonable and cost-effective measures to address the most pressing concerns.

Changes to Contracts and Economic Dependence

The Company’s cash flow is dependent on delivery of its ore concentrate to market. The Company’s contracts with the concentrate purchasers provide for provisional payments based on periodic deliveries. The Company may sell its concentrate to a metal trader while it is at the smelter in order to help manage its cash flow. 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. Additionally, unforeseen cessation in smelter provider capabilities could severely impact the Company’s capital resources. Although the Company sells its concentrate to a limited number of customers, it is not economically dependent upon any one customer as there are other markets throughout the world for the Company’s concentrate.

A description of the principal markets in which the Company competes, including a breakdown of total revenues by category of activity and geographic market for each of the last three financial years, is discussed in the annual financial statements for the years ended December 31, 2023, 2022 and 2021 contained in this Annual Report (see “Note 20 – Revenue”) and (see “Note 26 – Segmented and geographic information, and major customers”).

36
Table of Contents

C. Organization Structure

The following diagram illustrates the intercorporate relationships among Americas Gold and Silver and its subsidiaries, as well as the jurisdiction of incorporation of each entity.

D. Property, Plants and Equipment

The Company has not estimated mineral resources and mineral reserves pursuant to the SEC's mining disclosure rules under Regulation S-K Subpart 1300 (S-K 1300).

The Company’s geographic focus is in the Americas with two currently operating mines material to the Company: the San Rafael mine at its Cosalá Operations in Mexico, the Galena Complex in Idaho, USA. The Relief Canyon Mine in Nevada, USA is currently on care and maintenance.

37
Table of Contents

Figure 1 – Location of Properties

The following table summarizes our aggregate metal quantities produced for the last three years:


		2022		2021^3,4^
Silver (oz)1	2,043,053		1,308,201	61,001
Zinc (lb)1	34,084,119		39,319,795	4,164,185
Lead – (lb)1	20,539,540		24,606,674	1,672,806
Total Silver Equivalent (/oz)1,2	4,589,107		5,253,847	433,456

All values are in US Dollars.

(1)	Throughout this Annual Report, 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 Annual Report, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.
(3)	Consolidated production results exclude the Galena Complex after Q3-2019 due to the Recapitalization Plan, and are nil from Q2-2020 to Q3-2021 due to the Cosalá Operations being placed under care and maintenance effective February 2020 as a result of the illegal blockade.
(4)	Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Item 5.A – Operating Results - Accounting Standards and Pronouncements” section for further information.

All scientific and technical information in this section has been reviewed and approved by Chris McCann, P. Eng., a current member of Company management, who is a “qualified person” for the purposes of S-K 1300.

All references to Americas Silver, Americas Gold or Americas or any of its subsidiaries or predecessor companies in this section are to the Company.

Property Overview

Information concerning our material properties is located in this Item 4.D. under the headings “Galena Complex, U.S.A.” and “Cosalá Operations, Mexico”. Because the Company has not determined any mineral reserves pursuant to S-K 1300, all properties, including our material properties are exploration stage for the purposes of that regulation.

Relief Canyon Mine, U.S.A.

Americas Gold and Silver is the owner of the Relief Canyon mine, which is currently on care and maintenance. The Relief Canyon project is located on the southwestern flank of the Humboldt Range near Lovelock, Nevada, U.S.A. The Relief Canyon mine consists of an open pit mine and an absorption, desorption and recovery processing plant. The center of the Relief Canyon property is located at approximately 40° 12’ 15” North latitude and 118° 10’ 13” West longitude.

The Relief Canyon mine is 100% owned and operated by the Company’s wholly owned subsidiaries, Pershing Gold and Gold Acquisition Corp. Relief Canyon has all state and federal permits necessary to begin mining and heap leach processing operations. Mineralization at the Relief Canyon mine is primarily found in three mineral zones that are structurally controlled and characterized by distinctive host rocks. From structurally lowest to highest, the zones are the Jasperoid Zone, the Lower Zone, and the Main Zone. The Main Zone hosts the bulk of the current and historical gold resources at Relief Canyon, while the Lower and Jasperoid zones are newly discovered mineral zones encountered below the Main Zone in the North Target area. Quartz illite+fluorite+kaolinite alteration is associated with gold mineralization in all three of these mineral zones. Recognition of these three zones has provided the context for evaluating data from metallurgical testing, and for the selection of metallurgical test samples.

As a result of an Asset Purchase Agreement (“APA”) dated January 13, 2015, by and between Pershing Gold and its wholly owned subsidiary Gold Acquisition Corp. (“GAC”) as buyer, and Newmont USA Limited (“Newmont”), and the actions taken to effectuate the terms of the APA, the property currently consists of approximately 12,100 acres and includes 391 unpatented lode mining claims, 120 unpatented millsite claims, and approximately 4,373 acres of leased or subleased private mineral rights (fee land). On April 3, 2019, Americas Silver completed its acquisition of Pershing Gold Corporation (“Pershing Gold”) pursuant to a plan of merger under Nevada law (the “Pershing Gold Transaction”) and following the completion of the Pershing Gold Transaction, the Company changed its name to “Americas Gold and Silver Corporation” pursuant to articles of amendment dated effective September 3, 2019.

38
Table of Contents

Relief Canyon is currently on care and maintenance as the Company focuses on the operating Galena Complex and the Cosalá Operations, the Company is evaluating all strategic options regarding Relief Canyon. 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 crushing and 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.

Galena Complex, U.S.A.

General

Americas Gold and Silver is the operator of the Galena Complex located in the eastern part of the Coeur d’Alene Mining district, one of the preeminent silver, lead and zinc producing areas in the world, near the base of the panhandle of northern Idaho, U.S.A. The Galena Complex consists of the Galena mine, the Galena processing plant, the Osburn tailings impoundment, the idle Coeur mine and Coeur processing plant (currently on care and maintenance) and the Caladay exploration property.

The Galena Complex is owned 60% by Americas Gold and Silver and 40% by Mr. Eric Sprott (2176423 Ontario Ltd.) as announced in the September 9, 2019 press release regarding the strategic Joint Venture Agreement to recapitalize the mining operations. Americas Gold and Silver owns and operates the Galena Complex through its wholly owned subsidiary, U.S. Silver Idaho Inc.

The Galena Complex is subject to applicable environmental regulations including environmental compliance. Necessary operating and environmental permits for current operations are in place or are in the process of being duly applied for.

The Company has not estimated mineral resources or mineral reserves in accordance with S-K 1300. Information regarding estimated mineral resources or mineral reserves in accordance with NI 43-101 are not contained herein as such estimates were not made in accordance with S-K 1300. The Company commenced extracting minerals prior to determining mineral reserve estimates in accordance with S-K 1300.

The total book value of the property and its associated plant and equipment is $73.5 million.

39
Table of Contents

Figure 2 – Galena Location Map

40
Table of Contents

Property Description, Location and Access

The Galena Complex is located in the Coeur d’Alene Mining District in Shoshone County, Idaho, a prolific silver producing district since the mid-1800s, located two miles west of the town of Wallace. Spokane, Washington is about 75 miles to the west and Missoula, Montana is about 110 miles to the east. The property is about 1 mile south of Interstate Highway I-90.

The property covers 8,915 acres, over an area about 9 miles long east to west, and 2 miles wide north to south. The Galena Shaft is located near the center of the property and lies at 47° 28’39” N latitude and 115° 58’01” W longitude, with a collar elevation of 3,042 feet above sea level.

The property is a combination of patented, unpatented and fee lands that are owned or leased by the Company’s subsidiaries. The total area covered by all the land owned, controlled or leased by the Company is 8,915 acres. All properties are in good standing with respect to title and current taxes. Net smelter return royalty agreements exist on some leased properties, but no production has been realized from any of the leased claims, and none is contemplated in the life of mine plan (“LOMP”). All necessary operating and environmental permits are current. All extraction, is on patented mining claims owned by the Company.

Americas Silver’s land position is a combination of patented, unpatented and fee lands that are either owned by Americas Silver or leased. The claims have been legally surveyed and are in good standing with U.S. Bureau of Land Management. Americas Silver owns 1,164 acres of fee ground, 125 patented claims for 2,179 acres, and 137 unpatented claims for 2,147 acres. All mineral deposits are within owned or controlled land and no mineral deposits are located within any leased areas and there is no extraction contemplated under the current Mine Plan in respect of these areas. The material properties described have been confirmed as required by a title review and applicable maintenance fees on unpatented claims and property taxes on patented parcels were paid-up as of the date of this report.

41
Table of Contents

Figure 3 – Galena Property and Claim Position

All the centers of population and Americas Gold’s property are accessible by main highways, hard surfaced roads or well-graded gravel roads. Personnel are sourced from nearby towns and cities.

The Company has established necessary sources of water, power, waste disposal and tailings storage for current and planned operations. The Company has the necessary processing facilities and holds sufficient surface rights to conduct its operations.

History

The Galena Complex is situated in the center of the Coeur d’Alene Mining District of North Idaho. Placer gold was first discovered in the district in 1858. By 1860, the gold-rush prospectors had also discovered the silver-lead veins in the district.

Prior to Americas Gold and Silver, companies owning all or part of the Galena Complex properties at various times since 1887 have included Killbuck Mining, Galena Mining, Callahan Mines, Federal Mining and Smelting, Vulcan, ASARCO, Day Mines, Coeur d’Alene Mines, U.S. Silver, and U.S. Silver and Gold Inc.

42
Table of Contents

Since 1953, the Galena and Coeur Mines have yielded approximately 238 million ounces of silver, 165 million pounds of copper and 206 million pounds of lead from 12.8 million short tons of combined silver-copper and silver-lead ore. More than 80% of the total silver has come from the Galena mine.

The Galena mine has a long history dating back to 1887, but the modern history and mining commenced in 1947 under the management of ASARCO. From 1953 to 2013 the Galena mine primarily mined silver-copper ore with minor production of silver-lead ore. Beginning in 2014, silver-lead ore became the predominant ore type.

Total production from the Galena mine from 1953 to the end of 2015 was approximately 189.5 million ounces of silver from 9.3 million short tons of ore. Average grade of the silver-copper ore was 21.3 opt Ag and 0.72% Cu. Average grade of the silver-lead ore was 5.1 opt Ag and 6.0% Pb. This excludes production from the Coeur mine, which is now part of the Galena Complex.

The Coeur mine shaft was collared in 1963 by Coeur d’Alene Mines. The mine produced continuously from 1976 through 1991, and again from 1996 through 1997. The total production from the Coeur mine sent to the process plants was approximately 40.5 million ounces of silver from 2.5 million short tons of ore. Average ore grades were 16.5 opt Ag and 0.67% Cu.

The Coeur mine was put on care and maintenance from 1997 to 2007, when work was begun to rehabilitate the Coeur mine 3400 Level and later the Coeur shaft. The Coeur mill was re-started in September 2007 to process silver-lead ore from the Galena mine. By early 2008, silver-lead ore was trammed from the Galena mine 3700 Level to the Coeur Shaft (Coeur 3400 Level) and was hoisted up the Coeur shaft for processing at the Coeur mill. During 2012, the Coeur mine was rehabilitated for mining, which started in September 2012, but underground work ceased in 2014.

The Caladay property began in the mid-1960s as a joint venture involving Callahan Mining, ASARCO, and Day Mines (hence the name “Caladay”). The joint venture sank a 5,100-foot shaft during the early 1980s on the east end of the Coeur d’Alene Silver Belt, just east of the Galena property. From the 4900 Level of the Caladay shaft an exploration drift was developed east and west. The western drift intersects the Galena mine’s 4900 Level.

The joint venture was purchased by Coeur d’Alene Mines Corp in the 1980s. The Caladay shaft and workings are currently used as ventilation exhaust for the Galena workings.

Geology and Mineralization

The Galena Complex and most other deposits of the Coeur d’Alene Mining District are hosted by metamorphosed Precambrian sedimentary rocks which are part of the Belt Supergroup. The strata are composed primarily of fine-grained quartz and clay (the clay now metamorphosed to fine-grained white mica, or sericite). Three major rock types are generally recognized; vitreous quartzite, which is primarily metamorphosed fine-grained quartz sand, siltite-argillite, which is silt-sized quartz grains that are completely separated from each other by a large proportion of sericite, and sericitic quartzite which contains intermediate proportions of quartz and sericite.

Mineralization at the Galena Complex occurs in steeply dipping fissure filling veins, and in wide disseminated zones, all occurring near four major fracture systems and three major faults. The veins generally strike east-west and northeast-southwest, and range in thickness from a few inches to over fifteen feet.

The vein mineralization is of two distinct types: silver-copper mineralization containing tetrahedrite and lesser chalcopyrite as the principal economic minerals; and silver-lead mineralization dominated by argentiferous galena. Gangues in both types are mainly siderite, with varying amounts of pyrite and quartz. The silver-lead mineralization occurs both as well-defined, steeply-dipping, relatively narrow veins, and as wider zones of disseminated and stringer mineralization. The latter type occurs predominately in the eastern part of the property, in the Caladay Zone, on and adjacent to the former Caladay property.

43
Table of Contents

Exploration

Since the early 1950s, year-end reserves at the Galena Complex have only indicated a mine life ranging from three to nine years. Diamond drilling combined with sound geologic interpretation and development must be ongoing to replace ore reserves as they are mined.

The objectives of the current exploration program at the Galena Complex are to discover new high-grade veins and ore shoots in areas that already have nearby development, explore for new large veins in unexplored or under explored areas, and to systematically replace reserves as they are mined. At the present time the majority of the effort and budget is being put into the Galena Mine. As silver-lead ore has historically been less-emphasized by previous operators, there is very good potential to add to resources and reserves by exploring for silver-bearing galena veins. Recent drilling on the 5200 and 5500 Levels extended mineralization more than 600 feet below current workings. Current drilling on the 4600 Level seeks to increase reserves in the 360 Complex while efforts on the 4900 Level seek to define mineralization in the Caladay Zone to the east of existing producing areas.

Drilling

Drilling for exploration, delineation and development has been performed with diamond core drills for many years. Americas Gold primarily employs Hagby drills for both delineation and exploration drilling.

Diamond drilling logs completed since the early 1950s are on file at the geology office located at the Galena Mine. Drill logs are kept as paper logs and data from the paper logs is also entered into an electronic database for use in mine planning software.

Recent exploration has focused on expanding the mineralized footprint within the Galena Mine Complex. Since this program began in November 2019, nearly 200,000 feet have been drilled from platforms on the 2400, 3200, 3700, 4300, 4900, 5200 and 5500 levels of the Galena Mine and the 3400 Level of the Coeur Mine. Positive drilling results have driven significant down dip extensions of the 72, 175, 185 and 291 veins, and led to the discovery of the Silver Vein Extension. Known veins in the 360 Complex were extended both up and down dip and several new veins were identified south of the complex. In addition, drilling conducted from the Coeur 3400 Level extended both the 400 and 425 veins substantially down-dip.

Galena Complex had 4,094 diamond drillholes completed as of June 30, 2022. The database contains more than 58,000 samples with assay values from the diamond drillholes. The database also includes 27,549 channel sample locations with 65,667 individual samples.

Sampling, Analysis and Data Verification

Most samples are sent to American Analytical Services (“AAS”) in Osburn, Idaho. AAS assays on a contract basis for Galena and other clients (including mining/exploration companies), and owns the laboratory building and the assaying equipment. AAS is independent of Americas Gold.

There is no sample preparation (except core splitting) or laboratory facility at the Galena Mine. No officer or director or employee of Americas Gold is involved in AAS’s operations or in sample preparation or assaying, after the samples arrive at the assay laboratory.

The AAS laboratory is an ISO-17025 accredited Laboratory (similar to ISO-9000, but with an added level of quality management). Standardized written procedures are used by AAS, and commercially-prepared standard pulps are used.

The core samples, rock chip, channel and select samples are placed in bags with identification tags and are tied closed at the sample site. The samples are placed in a designated area in the mine yard until they are transported to the assay lab. The samples and a submittal sheet are transported daily by mine employee to the AAS laboratory. The sample tags in the bags and the submittal sheet indicate a unique number for each sample and the elements that are to be analyzed.

44
Table of Contents

The AAS laboratory has a capacity of about 200 samples per day, but the Galena Complex typically generates fewer than 100 samples per day. Typically, Galena Complex samples are received at the lab late in the day, placed in the oven for overnight drying then assayed beginning early the following morning, so that results are available in the afternoon.

Upon arrival at the lab, samples are compared to the submittal sheet and placed in drying ovens to dry overnight at a temperature of approximately 65 degrees Celsius. Samples are emptied from sample bags into the jaw crusher, then run through a second time resulting in a sample size of approximately 1.2 inches. The sample is then run through a cone crusher reducing the size to about 50% passing a 10 mesh screen. The sample is then split using a Jones riffle splitter until a sample of approximately 200 grams is obtained. The rejected portion of sample is returned to original sample bag. The 200 gram sample is ring pulverized (8 inch bowl) for 45 seconds, the resulting pulp usually passes a 140 mesh screen at about 90%. About 125 grams of pulp is placed in a sample envelope and sent to the fire assay room. The ring pulverizer is cleaned between each sample with silica sand to prevent contamination. Barren rock is run through the crushers once a day and this sample is assayed as a sample blank. A second split is made on one sample for every twenty that are prepared and this is assayed as a prep duplicate.

Galena samples sent to AAS are analyzed primarily by atomic absorption (“AA”) and occasionally by inductively coupled plasma (“ICP”) techniques to determine silver, copper, and lead, using aqua regia for pulp digestion. Occasionally other elements are analyzed including zinc, antimony, and iron values. Those measuring over 40 opt Ag are also fire-assayed for silver, and the fire assays are used in calculations in preference to AA results for the same sample. Higher grade lead samples are re-assayed using titration techniques. Occasionally gold determinations are made using fire assay.

For fire assay at AAS, one-half assay short ton of channel sample or drill core sample is weighed into a 30 gram crucible with approximately 100 grams of standard flux mixture and a litharge cover. Twenty samples are fired at a time, which includes a pulp duplicate and a control sample. Lead buttons are cupelled in either composite or bone ash cupels. Dore beads are weighed and then parted with (1 to 3) nitric acid, decanted, washed with a weak ammonia wash, annealed and weighted.

After samples have been assayed, they are boxed with proper identification and stored for two months at the laboratory. Pulps from diamond drill core are collected by Galena staff and stored for no less than 2 years at a separate storage area.

Galena has a QA/QC regimen which meets industry standards. Since 2019, approximately 5% of submitted samples have been standards, blanks or duplicates.

The QA/QC program does not include blind submittal of duplicate core or channel samples. This is due to the fact that most drill core samples are submitted as full core (i.e. not split) and the extra time required to collect duplicate channel samples is not considered to be worthwhile for the minor improvement of results.

The security and sample preparation are of acceptable quality for generation of data for use in resource and reserve estimation, subject to the minor qualifications stated in each sub-section above.

Mining Operations

The current mining methods used at the Galena Complex are conventional cut and fill and mechanized cut and fill. Conventional cut and fill is done using the overhand method, utilizing hydraulically placed tailings (“sand fill”) as backfill, typically without the addition of cement. Mechanized cut and fill is done using both overhand and underhand methods. In the case of the overhand method, sand fill is used as backfill, typically without the addition of cement. For the underhand method, cement is typically added to the sand fill in order to provide the required strength to work underneath the placed backfill. Ore is hauled to either the #3 shafts via tracked locomotives and rail cars. Ore is loaded into the rail cars directly via ore chutes in stopes, pneumatic cavos, or in mechanized stoping areas, by diesel scooptrams/Load Haul Dump equipment. Waste associated with primary and secondary development is typically kept underground and placed as fill in old headings and open stopes. As needed, it can be hauled to the shaft, skipped to surface and placed on the existing surface waste rock storage facility. Material is currently skipped to surface from several levels of the mine using the #3 Shaft and the 3400 level of the Coeur Shaft. The Coeur mine is currently on care and maintenance. The Coeur shaft is used for ventilation purposes, it provides an alternative means of egress and it is currently being used to hoist waste rock to surface.

45
Table of Contents

Processing and Recovery Operations

The Galena Complex consists of two processing plants, Galena and Coeur. The Coeur plant has been on care and maintenance since April 2016. The Galena processing plant follows a conventional flowsheet:

·	Crushing and Screening
·	Grinding and Classification
·	Flotation Concentration
·	Concentrate Dewatering
·	Tailings Pumping for Sand Fill
·	Tailings Pumping to Osburn Tailings Storage Facility

Overall recoveries achieved in 2023 production at the Galena processing plant were approximately 98% for silver and 94% for lead. Although only a silver-lead concentrate is currently produced, the LOMP does include future mining from the silver-copper veins, at which time a silver- copper concentrate may be produced again.

Infrastructure, Permitting and Compliance Activities

The Galena Complex has produced for over 130 years with only minor interruption. There are four shafts on the property of which the Galena, #3 and Coeur are equipped for hoisting. The #3 shaft currently serves as the main production hoist.

Surface facilities other than the processing plants at both the Galena and Coeur Mines include compressor houses, mine dry, mine and administrative offices, warehouses, timber framing yard, parking areas, hoist houses and headframes, a core storage facility, electrical power lines and substations for both mines and a modern telecommunications system.

Primary utilities for the Galena Complex include fixed installations for main and auxiliary ventilation, water pumping systems, emergency electricity generation, electrical distribution and a clean water supply. In addition, there are mine and surface water treatment circuits.

The Galena plant was originally constructed in 1922, with a capacity of 100 tons per day (“stpd”). ASARCO expanded the mill capacity to 385 stpd in 1955, and then to 440 stpd in 1959, and finally to the present day capacity of 700 stpd in 1969. The grinding and flotation circuits were renovated in 1981 and 1986. Since 1986 the primary processing circuits have remained unchanged however the component equipment has remained in operating condition through a rigorous program of preventative maintenance and selective capital replacement.

The Coeur processing plant, which has a capacity of approximately 550 stpd, was constructed in 1976. The processing plant is currently on care and maintenance and all capital equipment and related facilities remain in operable condition. Prior to operations at the Coeur plant being suspended all equipment was maintained in operating condition through a rigorous program of preventative maintenance and selective capital replacement.

The #3 and Coeur Shafts are currently in operation and the underground development and infrastructure required to access and utilize these shafts as well as to access any production areas is maintained in good operating condition and is constantly inspected and kept in a safe and operable condition.

46
Table of Contents

The tailings storage facility, known as the Osburn Tailings Impoundment, is located adjacent to the town of Osburn, approximately 2 miles from the Galena processing plant.

Americas Gold has all required operating and environmental permits to operate the Galena Complex. There are no known issues in terms of environmental, permitting, legal, title, tax, socio-economic, marketing, political, or other relevant issues that could materially affect the operation of the mine.

A National Pollutant Discharge Elimination System (NPDES) permit was issued in June 2019 and is in effect from August 2019 to July 2024 and is in the process of being duly extended. No air permits are required for the Galena operation. The Galena Complex is considered a Conditionally Exempt Small Quantity Generator in terms of hazardous waste (“CESQG”). The Osburn Tailings Impoundment has approximately 20 years of storage capacity.

Capital and Operating Costs

Capital cost estimates for the Galena Complex are based on reserves determined in accordance with NI 43-101. No reserves have been determined in accordance with S-K 1300. The sustaining capital costs total $78 million over a 7-year mine life, including mine development, mine/plant infrastructure, equipment costs, plant costs and tailings management.

In addition to sustaining capital costs, reclamation and closure costs are estimated at $5.86 million. This estimate covers reclamation and closure of the Osburn Tailings Impoundment, re-sloping and vegetation of the waste dumps and other surface disturbances and ongoing site monitoring.

Operating costs are based on recent operating history and average approximately $26 million per year. The table below shows the unit operating costs.

Galena Complex	$/tonne
Operating Costs	Processed
Mining	121.27
Processing	16.54
Exploration	2.21
G&A	55.13
Total Operating Cost	195.15

Exploration, Development and Production

The Company continues to actively drill and explore at the Galena Complex (60% interest) in an effort to increase overall mineral resources and convert existing mineral resources to mineral reserves and higher confidence mineral resources.

The Phase 2 drill program at the Galena Complex began in late August 2021. Initial drilling traced the recently discovered Silver Vein Extension to 800 feet below the 5500 Level, and extended the adjacent 175 and 185 Veins to similar depths. Other targets include the 360 Complex between the 4300 and 4900 Levels, the 291 Vein on the 5500 Level and shallow mineralization above the 2400 Level.

47
Table of Contents

Ongoing development of the 5500 Level drift extended access to the east for exploration as well as near term production from the 291 Vein. The 3700 incline was driven through to the 3400 Level allowing production to start from the 210 Vein. Development at the east end of the 4300 Level has started as part of the plan to initiate ore production from the Upper 360 Complex beginning in Q1 2024. The Recapitalization Plan as originally outlined was completed in mid-2023 when the replacement Galena Hoist was installed and commissioned. Upon completion of the Galena Hoist commissioning an inspection of the Galena Shaft was undertaken and a 120 foot section of the shaft was found to be badly damaged and requires repair prior to putting the Galena Shaft back into operation. The Company has identified Moran Mining and Tunnelling to complete the shaft repair with work expected to begin in Q3 2024 and completed during Q4 2024.

Cosalá Operations Mexico

General

Americas Gold and Silver is the owner of the Cosalá Operations located in the east-central portion of the state of Sinaloa, Mexico. The Cosalá Operations consists of the San Rafael mine, the Los Braceros processing plant and tailings storage facility, the EC120 Project, and the past producing Nuestra Señora mine.

The Cosalá Operations is 100% owned and operated by Americas’ wholly owned subsidiaries, Platte River Gold Inc. (“Platte River Gold”), Minera Platte River Gold S. de R.L. de C.V. (“Minera Platte”) and Minera Cosalá S.A. de C.V. (“Minera Cosalá”).

The Cosalá Operations are subject to applicable governmental regulations including environmental compliance. Necessary operating and environmental permits for current operations are in place or are in the process of being duly applied for renewal.

The total book value of the property and its associated plant and equipment is $51.6 million.

48
Table of Contents

Figure 4 – Cosalá Location

Property Description, Location and Access

The San Rafael mine and EC120 Project are located in the Cosalá district, east-central Sinaloa, Mexico. Some of the concessions that form the property extend into adjacent Durango. Cosalá is approximately 180km by road from the city of Mazatlán. The San Rafael mine and EC120 Project are 12km north-northeast of the town of Cosalá. The Los Braceros plant is located approximately 6km east of the town of Cosalá and the past-producing Nuestra Señora mine another 4km southeast of the plant. The Project is located near 24º 29’N latitude and 106º 40’W longitude.

49
Table of Contents

The property consists of 67 mining concessions covering a total area of 19,391ha. These concessions and fractional concessions are 100% owned by Americas’ subsidiaries Minera Platte and Minera Cosalá. Although five of the sixty-seven concessions are subject to a 1.25% net smelter return (“NSR”) royalty and one of the sixty-seven concessions is subject to a 1.5% NSR royalty, the planned San Rafael and EC120 production does not extend onto any of these six concessions. The Company is current with respect to all applicable concession lease payments and work commitments.

Mazatlán is serviced by an international airport with daily flights connecting it to Mexico City and several major centres in the United States. Access to site from Mazatlán is via Mexico Highway 15N, a major north-south trucking route, and then SIN Highway 1. Driving time is about 2.5 hours. Access to San Rafael and EC120 from Cosalá is via rural paved and dirt roads approximately 15km in length. These roads can accommodate standard highway vehicles. The entire project area is easily accessible year-round with two-wheel-drive vehicles.

History

The Cosalá district was discovered and locally worked by the Spanish approximately 400 years ago with production of enriched silver ore from the upper levels of the Nuestra Señora mine. However, no records of any kind remain from their activities. At the turn of the 19th century, French engineers through Negociación Minera La República reportedly developed and worked the Nuestra Señora mine with a 10-stamp mill that produced 800 to 1,000kg of silver per month. Activities in the area may have been halted after the 1910 Mexican Revolution.

Over the years, there have been numerous companies that have owned, operated and explored the property. Americas Gold and Silver acquired the property through its merger with Scorpio Mining on December 23, 2014. During this time, the Nuestra Señora mine was in operation and processing ore at the Los Braceros plant. The Company released results of the PFS study for the San Rafael project in March 2016 and started construction of the mine in September 2016.

In early 2017, production from the Nuestra Señora mine began to slow as preparations were made to transition the Cosalá Operation to other ore sources. Activities continued at the previously-idle El Cajón mine to bring it into limited production beginning in Q1 2017. A total of approximately 110,000 tonnes were processed between January and September 2017. The El Cajón mine is currently on care and maintenance.

Successful development of the San Rafael mine was the Company’s top priority during 2017 and commercial production was declared as of December 2017. Ramp development was slowed during the year by difficult ground conditions at the contact between the overlying volcanic rock and the limestone beneath. However, improvements were found in other areas of the mine design and the Company began stockpiling ore in late August. Construction of the mill modifications was completed, and the plant switched to San Rafael ore as the sole feed source in November. The Los Braceros mill averaged approximately 1,400 tonnes per day (“tpd”) through the pre-production period with silver, zinc and lead recoveries within 5% of Company expectations consistent with the March 2016 San Rafael PFS. Construction was completed for approximately $16 million.

Exploration drilling resumed in 2017 at the Cosalá Operation for the first time since 2014. An initial 4,000m diamond drill program at the silver-copper Zone 120 deposit adjacent to the San Rafael mine commenced in April, focusing on upgrading the existing resource as well as expanding the footprint of mineralization to the southeast. Following up on the success of step-out drilling, the Company drilled 3,260m in seven holes to further test continuity and expand the mineralized footprint.

Production from the Nuestra Señora mine stopped in early 2018 and the mine is currently on care and maintenance. The San Rafael mine supplied all ore to the processing plant with Main Zone production being increasingly supplemented by the Upper Zone ore starting in 2022.

In late 2023 mining began in the Zone 120 deposit and approximately 25,000t were extracted, this initial production proved continuity of mineralization and confirmed silver and copper grades versus the block model. Due to the proximity of this initial production to the San Rafael deposit there were higher than expected lead and zinc grades however this is not expected to present any major challenges with the project’s future economic viability.

50
Table of Contents

Geology and Mineralization

The Cosalá mining district lies along the western edge of the Sierra Madre Occidental, an extensive volcanic province covering approximately 800,000km^2^. The pre-volcanic basement consists of a variety of tectonic/stratigraphic terranes of Precambrian, Paleozoic and Mesozoic rocks. Within the western Sierra Madre Occidental, the Mesozoic rocks have been altered to recrystallized limestone and skarn in many locations. An extensional, basin and range-type phase of faulting overprinted the western portion of the Sierra Madre Occidental during formation of the Gulf of California in Miocene time. In the Cosalá region, this late-Tertiary faulting produced an extensive, northwest-trending graben and related, parallel fault system, along with later northeast-trending dextral faults.

Mineralization within the Cosalá mining district is related to granodioritic or granitic intrusions of the Sinaloa Batholith, a composite gabbroic to granodioritic complex that induced strong contact metamorphism in adjacent sedimentary and volcano-sedimentary units.

Exploration

This section describes exploration, other than drilling, which is discussed in “Drilling*”*, of San Rafael and surrounding area by the Company and its predecessor Scorpio since the acquisition of Minera Platte by Scorpio. All work completed by Scorpio before the corporate name change is attributed to Americas Silver.

Quantec Geoscience Ltd. completed a 48-line km Titan-24 DC/IP geophysical survey centered over the San Rafael area in 2010 (Izarra, 2010) at the request of Americas Silver. The survey was initiated in June 2010 and covered a 3km by 3km area, using 100m dipole spacing with a 200m line spacing. Interpreted results from this survey led to seven exploration core holes being drilled at El Cajón between September and November 2010 to test some of the geophysical anomalies. A total of 2,555m was drilled but the results were not encouraging and have not been followed up by additional drilling.

A 33-line km DC/IP geophysical survey was completed in 2022 to extend coverage of the 2010 survey. Analysis of new and historical IP data facilitated a three-dimensional interpretation of the area around San Rafael. A number of anomalies were identified and a drill program was proposed to test the most promising targets.

Apart from the DC/IP survey and core drilling summarized above, Americas Silver has conducted road building and surface mapping.

Drilling

The Platte River Gold drilling was completed in four phases from late 2004 to 2008. Scorpio had two major drill campaigns in 2010 and 2012, and Americas Silver has drilled since 2014.

As of June 30, 2018, a total of 600 exploration drill holes for 104,443m had been completed for the El Cajón, Zone 120, Main Zone and Upper Zone. This total includes 282 drill holes completed by Platte River Gold between 2004 and 2008 and 318 drill holes completed by Scorpio and Americas Silver between 2010 and July 2018.

As of June 30, 2020, the Company had completed 174 exploration drill holes for 32,903m in El Cajón, 78 drill holes for 26,760m in Zone 120 and 422 drill holes for 52,269m in the Main and Upper Zones at San Rafael.

Since April 3, 2019 until June 2022, an additional 51 underground holes for 3,877m and 39 surface holes for 4,990m were drilled in the Main and Upper Zones at San Rafael. As of June 2022, a total of 690 exploration drill holes for 113,310m had been completed for El Cajón, Zone 120, Main Zone and Upper Zone.

Sampling, Analysis and Data Verification

The following information refers only to the work of Platte River Gold and Americas Gold. Americas Gold has no information on sample preparation, analyses, or security used by prior operators, but none of their samples are used in the Mineral Resource estimate.

51
Table of Contents

The following sampling procedure has been adopted for core drill holes;

a)	Core is transported from the drill site to a secure core processing facility in the town of Cosalá every day by Company personnel.
	The core is geotechnically and geologically logged by a Company geologist and marked for sampling.
b)	The geologist determines sample intervals using geology as a guide, but only mineralized core (where sulphides are noted) is generally sampled. Sample intervals are normally 1.5m in mineralized zones and may vary up to 3m depending on geological units.
c)	Core samples are split in half using a hydraulic or traditional splitter, a simple hammer or is cut using a diamond saw.
d)	Half the sample intercept is put into a sample bag, while the remaining half is left in the core box. Sample numbers are based on a pre-determined scheme that allows for insertion of standards, blanks and duplicates.
e)	Once the core hole is completely logged, split and sampled, appropriate blanks and standards are added to the sample stream in a random fashion, with an approximate average of one standard, one blank and one duplicate in every 20 samples.
f)	Samples are bagged in rice bags and shipped by truck, using an independent contractor, to a commercial laboratory. On some occasions, Company personnel may take samples to the laboratory. A strict chain of custody protocol is in place to ensure no tampering occurs.
g)	The remaining split core is stored in Cosalá at a secure site in wooden boxes under a covered roof.

Phase I to Phase IV drilling (2004 to 2008)

Samples were sent to ALS laboratory in Hermosillo for sample preparation and analysis. Silver, copper, lead and zinc were analyzed by four-acid (HF-HNO3-HClO4-HCl) digestion and inductively coupled plasma atomic-emission spectrometry (“ICP-AES”) and/or AA finish (ALS method OG62). Gold was analyzed by 30g fire assay with AA finish (“FA-AA”). Pulps were sent by ALS from Hermosillo to the ALS assay laboratory in North Vancouver, British Columbia, Canada, for analysis.

RC rig duplicates were regularly checked by a second laboratory during drilling. SGS de México S.A. de C.V. (“SGS”) was used for the Phase I and II check assaying. Sample preparation occurred at the SGS facility in Durango City, Durango, Mexico, and the pulps were sent to Toronto, Ontario, Canada for analysis. SGS used a similar multi-acid digestion and ICP-AES analysis (SGS method ICP90A), for the base-metal and silver, and a FA-AA process for the gold. International Plasma Labs Limited (“IPL”) was used for the Phase III check assaying. Samples were prepared at IPL’s facility in Hermosillo, Sonora, Mexico, and the pulps were sent to Richmond, British Columbia, Canada for analysis. IPL used a similar multi-acid digestion for the base-metal and silver analysis, and a FA-AA process for the gold.

Drill Campaigns – 2010 to 2018

Samples were delivered to ALS’s preparation laboratory in either Hermosillo or Chihuahua for drying, crushing and pulverizing. ALS then shipped the pulps by air-freight to ALS in North Vancouver, British Columbia, Canada for assaying. ALS is accredited to ISO 17025 and is independent of Americas Gold. Gold was analyzed by FA-AA on a 30g sample (ALS method Au-AA23). Silver, lead, zinc and copper were analyzed by HF-HNO3-HClO4 digestion with HCl leach and ICP-AES or AA finish (ALS method OG62). Samples were also analyzed for 33 major, minor and trace elements by ICP-AES following a four-acid digestion (ALS method ME-ICP61) for the drilling campaigns between 2014 and 2018. Over limits were re-analyzed by AA (ALS method OG62) for silver, copper, lead and zinc.

Security of samples is important for any sample which may be publicly reported or might be used in a resource estimation. Samples are accompanied by Company personnel from the collection site to the sample preparation facility. Samples are not left unattended for any period for any reason. All personnel with access to the sample preparation area are aware of the importance of sample security and not contaminating samples. Samples ready for shipment are secured in bags or boxes and kept in a secure area. If no security personnel are present, the sample is locked in a secure area.

When transporting, samples are not left unattended for any reason. If a third-party transporter is used, a copy of the receipt for acceptance of the shipment is kept and filed.

A Quality Assurance/Quality Control (“QA/QC”) program was implemented in 2004 to ensure data integrity of the samples for use in the resource estimation. The QA/QC procedures were analyzed by the Company and MDA and have been validated to be reasonable.

52
Table of Contents

Verification of the database focused on the (i) geochemical component, (ii) drill collar, (iii) down-hole survey and (iv) geotechnical database. Verification of the geochemical component of the database on multiple occasions included the following:

·	Individual assays were checked for errors against the hard copy assay certificates received from the ALS laboratory.
·	The total database was electronically compared against a compilation of all assay data provided in digital form by the ALS analytical laboratories.
·	Sample interval data was checked against the geologic log sample to determine the correct position of the samples.
·	The existing assay data was checked for numeric errors along with proper correlation between sample ID and database “from-to” sample intervals.

The rock quality designation (“RQD”) data from 2017 were reviewed against the drill logs, and it was noticed that the RQD percentage value for each drill interval was calculated using a “RQD length divided by recovered length” formula. This is not the correct method in calculating the RQD percentage as it should be “RQD length divided by drill interval length”. Americas Gold was notified of the issue and the database was corrected to reflect the correct RQD values for the 2017 and 2018 resource estimates. The collar coordinates for all drill holes were checked against digital files supplied by the contracted different surveyor (Servicio Topographic and Terra Group of Hermosillo).

The database collar coordinates were checked against the original spreadsheet. The data for the drill hole final depths listed in the database was also verified with the depths noted on the drill logs. Any deviations were corrected in the database. The drill hole locations were also viewed on-screen and checked against the current topography. Americas Gold re-surveyed the collar location for this drill hole and the new, corrected coordinates were entered into the database. Any other deviations were also corrected. The location of drill holes was checked using a hand-held GPS. Although the hand-held GPS cannot achieve survey-level accuracy, it serves to verify that in general terms drill holes are where the database indicates they should be.

The down-hole survey data for the RC holes and core holes was audited. The survey readings were taken at approximate 30m down-hole intervals, with the bottom reading usually taken at a depth of 5 to 10m above the drill hole’s final drill depth. No significant discrepancies between the survey field notes, the geologic logs, and the database were found.

Where down-hole survey readings were taken inside the drill rods, the azimuth readings were considered meaningless due to the magnetic effects of the drill rods. As a result of the unusable azimuth readings, all vertical holes remain as undeviating vertical holes in the database. The database has been changed by removing the actual dip readings and using the standard 0^o^ azimuth and -90^o^ dip values. For RC angle holes, the azimuth data are based on a Brunton compass reading taken by the field geologist. The down-hole survey readings were removed from the drill holes where there was a concern over the azimuth readings.

Americas Gold is of the opinion that database verification procedures for San Rafael and EC120 comply with industry standards and are adequate for the purposes of Mineral Resource estimation.

Mineral Processing and Metallurgical Testing

Laboratory testing has demonstrated that both Zone 120 and El Cajón materials can be successfully treated using flotation to produce a saleable silver-copper concentrate.

The relatively limited amount of flotation testing done on Zone 120 requires that a conservative approach be taken with projected future performance at a commercial scale. Many geological and metallurgical similarities exist between Zone 120 and El Cajón, including similar flotation conditions and comparable rougher performance. Improving Zone 120 flotation response to match that of El Cajón is a reasonable goal. Additional work could and should be done on Zone 120 material to optimize cleaner flotation performance, especially for material carrying higher concentrations of arsenic.

53
Table of Contents

The successful commercial scale processing of El Cajón material provides support for the lab-derived metal recovery and concentrate grade results. Historical plant performance is considered an excellent predictor of future performance.

The two material types are similar in the nature of the sulphide mineralization and the gangue. Within each deposit, geologists report the style of mineralization to be consistent. Although no complications are anticipated, test work could be done to confirm that the two material types can be commingled.

In 2023, approximately 25,000t was extracted from Zone 120 and approximately 18,000t were periodically blended into the mill feed alongside San Rafael ore. The blended material made up approximately 15% of the mill feed during its processing and there were no negative impacts observed in the processing or recovery in the process plant during these periods. The Company also batch tested approximately 6,900t of Zone 120 material through the process plant and considers the tests to be successful as a high silver grade copper concentrate was successfully produced, these initial tests did have lower than expected recoveries of silver and copper (60-61%) due to higher than expected lead and zinc values however continuing metallurgical testwork has shown ability to increase silver and copper recoveries to over 80% by making adjustments to the reagents and residence time. The Company has engaged an external metallurgical laboratory to complete a full metallurgical characterization of the Zone 120 ore from the bulk sample and develop a processing plan for this material, this work is expected to be completed by Q3 2024 prior to the transition to the commercial processing of EC120 ore.

Future planning and metal scheduling considering a primary grind of 80% passing 110 to 130μm, results in anticipated copper recoveries for Zone 120 and El Cajón are expected to be approximately 86% and 90% respectively, with silver recovery of approximately 85% and 89%.

Metallurgical testing of material from San Rafael was conducted in seven main phases over a period of roughly ten years (2005 – 2015) on a variety of composites. Both bench-top and locked-cycle flotation testing conducted on the San Rafael Main Zone sulfide mineralization has shown this material can be successfully processed using a sequential flotation process to produce separate silver-lead and zinc concentrate products. Lead head grades ranged from 1.22% to 2.09% while zinc head grades ranged from 2.99% to 4.27%.

The test work confirmed a conventional process approach would serve adequately with crushing and grinding followed by lead rougher floatation, in turn followed by zinc flotation. It was confirmed that a primary grind of 80% passing 100 to 110μm would be suitable for commercial operation and data was obtained on reagent dosage.

Plant performance has supported forecast lead and zinc recoveries of approximately 75% and 83%, respectively, with total silver recovery of approximately 45% to 50%.

Mining Operations

Construction started at San Rafael in September 2016 and the project achieved commercial production in December 2017. The mineralization supports an initial mine life of five years. The underground mine is accessed by a decline that portals at surface near the southern portion of the deposit where the surface infrastructure is located. A series of ramp systems from the main decline provides access to the various stoping areas of the mine.

The main decline was driven to the bottom of the defined mineralization in the Main Zone at the beginning of the project. Incline development now allows access and production from the Upper Zone. Due to the depth, shallow-dipping angle and variable thickness of the mineralization, the mining method used at San Rafael is post-pillar cut and fill. Stopes are accessed from a primary stope access driven at a -15% decline. After mining of each successive 5m high cut of ore, the stope is backfilled and the access “backslashed” to allow for mining of the next cut. This sequence is repeated up to five times until the stope access reaches an incline of +15%. Access to the next cut is then provided by a -15% stope access driven from a higher elevation.

Primary mine ventilation is provided via two vertical bored raises and the main decline. A main exhaust fan is located underground at the northern end of the deposit and fresh air is pulled through a central intake bored raise and the main decline. Fresh air is provided to the working development faces and stoping areas by use of secondary fans and ducting.

54
Table of Contents

Due to the depth, variable dip angle (shallow to near vertical) and variable thickness of the mineralization, the mining method proposed at EC120 is a combination of post-pillar cut and fill and overhand cut and fill. This mining method is very selective and adaptable to changes in the mineralization in terms of shape, dip, thickness and lateral extent. The designed widths for the stoping areas at EC120 range from a minimum of 4m to a maximum of approximately 60m.

Stopes are accessed from a primary stope access driven at a -15% decline. After mining of each successive 5m high cut of ore, the stope is backfilled and the access backslashed to allow for mining of the next cut. This sequence is repeated up to five times until the stope access reaches an incline of +15%. Access to the next cut is then provided by a -15% stope access driven from a higher elevation. The nominal level spacing between main accesses is planned to be 25m.

The LOM plan assumes that the stopes will be backfilled with unconsolidated development waste and waste generated from a waste quarry. Given the use of unconsolidated backfill, the mining sequence is generally from the bottom up.

Ore will be mucked from the stopes to muck bays located on the main level access using load-haul-dump equipment (“LHD”). LHDs will load trucks equipped for both underground and surface use at the truck loadout area. Ore will be hauled directly from the underground to the processing plant to avoid re-handling. On their return trip from the plant, trucks will be loaded with waste fill and travel directly or adjacent to the stopes requiring backfill. Final placement of the waste fill in stopes will be done using LHDs.

In 2024 the Company plans to accelerate development into the Zone 120 and El Cajon orebodies to allow for sufficient operating faces to begin commercial production from EC120 in Q4 2024.

Processing and Recovery Operations

San Rafael ore has been the exclusive feed for the Los Braceros plant since November 2017. The Los Braceros process plant is a conventional polymetallic concentrator currently configured to produce zinc and lead concentrates. Throughput has recently been approximately 1,750 tonnes per operating day.

Processing of material from EC120 is expected to start as production from San Rafael winds down due to stope availability. Each ore type will be processed in batches. The existing Los Braceros plant can be easily reconfigured to suit the needs of EC120. No unit operations will be added and no new equipment will be installed.

All tailings generated from the processing of San Rafael and EC120 ore can be deposited in the existing tailings storage facility. A 5m high lift of the tailings dam was completed as planned during Q1 2019. Currently the Company is nearing completion of an additional 5m high lift of the tailings dam with expected completion in Q2 2024. Over the remaining life of the San Rafael mine and the EC120 Project, it is anticipated that three more 5m high lifts will be completed.

Infrastructure, Permitting and Compliance Activities

The San Rafael and EC120 sites include the following:

·	The surface mine site and associated facilities, including offices, shops, compressors, fuel storage, electrical substations, standby generators, stockpile facilities, portals, ventilation fans, run-of-mine (“ROM”) ore storage, ROM waste storage and dry facilities.
·	Facilities providing basic infrastructure to the mine, including access roads and electric power distribution.
·	Underground infrastructure, including ramps, raises, ventilation/service raises, explosives magazines, dewatering pumps and underground mobile equipment fleet.
·	Excellent access to the Los Braceros plant by paved highway and dirt roads.
·	Grid electric power supply to both sites.
55
---
Table of Contents

The Los Braceros plant site includes the following:

·	The surface mill site and associated facilities including offices, shops, compressors, fuel storage, electric substations, ROM ore stockpile facilities, crushing, grinding, flotation, filtering circuits, concentrate storage facilities and assay laboratory.
·	Facilities providing basic infrastructure to the mill, including access roads, electric power distribution and process water supply.
·	A tailings storage facility.
·	Grid electric power supply to the site.

The town office site in Cosalá includes the following:

·	The surface office site and associated facilities including offices, shops, fuel storage and diamond drill core logging and storage facilities.
·	Grid electric power supply to the site.

Americas Gold’s environmental management systems for the San Rafael project are under continual development. These systems include:

·	Annual and quarterly reporting to SEMARNAT and PROFEPA (the policing, auditing, and inspection authority of SEMARNAT).
·	Water quality monitoring at Arroyo Higuera Larga upstream and downstream from the El Cajón mine, as well as discharge at the mine portal.
·	Hazardous waste control systems.
·	Compliance with NOM 120-SEMARNAT-2011 regulations which dictate environmental protection and permitting requirements for exploration activities.
·	Participation in PROFEPA’s certified national Environmental Audit Program.

The majority infrastructure, plant, and underground workings currently in use have been built or developed since 2016 and has been well maintained since its construction.

As part of the permitting process, Americas Gold has completed archaeological surveys in operational and project areas, including the San Rafael-El Cajón area.

Most mining and processing activities are carried out under the terms of Authorization of Environmental Impact (“AEI”) and Change of Land Use permits (“Cambio de Uso de Suelo” or “CUS”), issued by the Mexican Secretaria de Medio Ambiente y Recursos Naturales (The Secretariat of Environment and Natural Resources, or “SEMARNAT”). An AEI permit was issued in 2007 to allow for the construction of a process plant and tailings storage facility on site and another AEI permit was issued in 2014 to allow for the construction of the El Cajón mine and project area. A bond was not required. To maintain these permits in good standing, Americas Gold must report on activities on an annual basis, particularly any changes such as an increase in production. Applications to extensions to both permits are submitted and renewed in the ordinary course.

Exploration activities, particularly drilling, are also governed by SEMARNAT regulations. Various authorization for a CUS are held by Americas Gold. The approval of affected surface rights holders is required as part of the permitting and drilling process.

There are 14 communities distributed in five ejidos in the vicinity of Americas Gold’s mining concessions, including the capital of the municipality, Cosalá. Americas Gold is the major local employer. 100% of the Company’s employees have full-time contracts; 70% of the Company’s employees live in the municipality of Cosalá and 80% are native to the state of Sinaloa.

56
Table of Contents

Capital and Operating Costs

Cost estimates for the San Rafael mine are based on recent operating history and for the EC120 Project are based on a combination of recent operating history at San Rafael and the Los Braceros plant, in conjunction with calculations from first principles.

The capital and operating cost estimates for the San Rafael mine are summarized in the tables below.

San Rafael	Total
LOM Sustaining Capital Costs	$ M
Mine Development and Infrastructure	2.6
Process and Tailings	1.5
Other	0.4
Total	4.5
San Rafael	$/tonne
---	---
Estimated LOM Operating Costs	Processed
Mining	27.00
Processing	21.00
G&A	10.00
Total	58.00

The capital and operating cost estimates for the EC120 Project are summarized in the tables below.

EC120	Initial	Sustaining	Total
Capital Costs	$ M	$ M	$ M
Mine Development	7.5	8.8	16.3
Mine Infrastructure	0.8	5.4	6.2
Process	0.0	2.2	2.2
10% Contingency	0.2	-	0.2
Total Capital Cost	8.5	16.4	24.9
EC120	$/tonne
---	---
Estimated LOM Operating Costs	Processed
Mining	29.10
Processing	14.03
G&A	9.87
Total	53.00

Internal Controls Disclosure

The Company has internal controls for reviewing and documenting the information from exploration activities, describing the methods used, and ensuring the validity of the information.

Information that is used to compile mineral resources and reserves is prepared and certified by appropriately qualified persons at the location of drilling or other exploration activities and is subject to our internal review process which includes review by appropriate project management and the Company's corporate qualified person. The corporate qualified person presents the technical information to the Sustainability & Technology Committee members for their review as applicable.

57
Table of Contents

ITEM 4A - UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Consolidated Results and Developments


			2022				2021^5,6^
Revenue ( M)	89.6		$	85.0		$	45.0
Silver Produced (oz)1	2,043,053			1,308,201			61,001
Zinc Produced (lb)1	34,084,119			39,319,795			4,164,185
Lead Produced (lb)1	20,539,540			24,606,674			1,672,806
Total Silver Equivalent Produced (/oz)1,2	4,589,107			5,253,847			433,456
Cost of Sales/Ag Eq Oz Produced (/oz)1,3,4	12.87		$	9.89		$	7.47
Cash Costs/Ag Oz Produced (/oz)1,3,4	13.21		$	0.77		$	(18.53	)
All-In Sustaining Costs/Ag Oz Produced (/oz)1,3,4	20.44		$	9.64		$	(14.67	)
Net Loss ( M)	(38.2	)	$	(45.2	)	$	(160.6	)
Comprehensive Income (Loss) ( M)	(39.0	)	$	(38.6	)	$	(159.8	)

All values are in US Dollars.

(1)	Throughout this Annual Report, 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 Annual Report, 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 “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.
(4)	Cost per ounce measurements during fiscal 2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this Annual Report, all other production results from the Cosalá Operations during fiscal 2021 were determined based on total production during the year.
(5)	Consolidated production results exclude the Galena Complex after Q3-2019 due to the Recapitalization Plan, and are nil from Q2-2020 to Q3-2021 due to the Cosalá Operations being placed under care and maintenance effective February 2020 as a result of the illegal blockade.
(6)	Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Item 5.A – Operating Results - Accounting Standards and Pronouncements” section for further information.

Consolidated attributable silver production during 2023 increased by 56% compared to 2022. Consolidated attributable silver equivalent production during 2023 decreased by 13% compared to 2022 due to higher silver prices and lower zinc prices in 2023 compared to 2022 as the Company uses realized quarterly prices in its calculations. These price changes negatively impacted the silver equivalent production calculation by approximately 0.9 million ounces in 2023 relative to 2022.

Despite the increase in silver production, 2023 production was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on a decant tunnel as part of the long-term environmental plan at the operations, and various mill outages totalling 14 days during Q3-2023 due to heavy rain and tailings work. Production at the Galena Complex was negatively impacted early in Q3-2023 by a planned 5-day electrical shutdown at the Galena Complex to allow necessary hoist switchgear upgrades. Towards the end of Q3-2023, the Galana Complex was unable to maintain targeted ore production due to unavailability of mine mobile equipment. The availability issue was resolved and provided the Company with the strongest consolidated production quarter of the year in Q4-2023.

58
Table of Contents

Revenue of $89.6 million for the year ended December 31, 2023 was higher than revenue of $85.0 million for the year ended December 31, 2022. Higher revenue from the Galena Complex was recognized from higher silver production and higher realized silver price during the year, offset by lower revenue from the Cosalá Operations due to lower base metal production and lower realized zinc price during the year. The average realized silver, zinc, and lead prices^1^^^increased by 8%, decreased by 24%, and decreased by 1%, respectively, from 2022 to 2023. The average realized silver price of $23.44/oz. for 2023 (2022 – $21.69/oz.) is comparable to the average London silver spot price of $23.39/oz. for 2023 (2022 – $21.75/oz.).

The Company recorded a net loss of $38.2 million for the year ended December 31, 2023 compared to a net loss of $45.2 million for the year ended December 31, 2022. The decrease in net loss was primarily attributable to higher net revenue, higher foreign exchange gain, lower impairment to property, plant and equipment at Relief Canyon, and higher income tax recovery, offset in part by higher cost of sales, higher interest and financing expense, higher loss on fair value of metals contract liability, and prior year’s gain on government loan forgiveness. These variances are further discussed in the following sections.

Consolidated operating results from 2022 were significantly improved compared to 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.

Revenue increased by $40.0 million or 89% to $85.0 million in 2022 from $45.0 million during 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 year. The average realized silver, zinc, and lead prices^2^ decreased by 13%, 3%, and 1%, respectively from 2021 to 2022. The average realized silver price of $21.69/oz. for 2022 (2021 – $24.87/oz.) is comparable to the average London silver spot price of $21.75/oz. for 2022 (2021 – $25.17/oz.).

The Company recorded a net loss of $45.2 million for the year ended December 31, 2022 compared to a net loss of $160.6 million for the year ended December 31, 2021. The decrease in net loss was primarily attributable to the Relief Canyon impairment charges in fiscal 2021, higher net revenue from restart of the Cosalá Operations, lower cost of sales, lower care and maintenance costs, lower interest and financing expense, lower loss on fair value of metals contract liability, and gain on government loan forgiveness, offset in part by higher depletion and amortization, higher foreign exchange loss, lower gain on derivatives, and higher income tax expense. The Company significantly reduced the consolidated monthly spend with the Relief Canyon mining suspension that contributed to the prior year’s net loss. These variances are further discussed in the following sections.

___________________________

^1^ These are supplementary or non-GAAP financial measures or ratios. See “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.

^2^These are supplementary or non-GAAP financial measures or ratios. See “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.

59
Table of Contents

Selected Annual Financial Information

Fiscal Year Ended December 31			2022				2021^1,5^
Revenues ( M)	89.6		$	85.0		$	45.0
Net Loss ( M)	(38.2	)		(45.2	)		(160.6	)
Comprehensive Loss ( M)	(39.0	)		(38.6	)		(159.8	)
Net Loss per Common Share - Basic and Diluted	(0.16	)	$	(0.23	)	$	(1.11	)
Silver Produced (oz)	2,043,053			1,308,201			61,001
Zinc Produced (lbs)	34,084,119			39,319,795			4,164,185
Lead Produced (lbs)	20,539,540			24,606,674			1,672,806
Cost of Sales/Ag Eq Oz Produced (/oz)2,3,4	12.87		$	9.89		$	7.47
Cash Cost/Ag Oz Produced (/oz)2,3,4	13.21		$	0.77		$	(18.53	)
All-In Sustaining Cost/Ag Oz Produced (/oz)2,3,4	20.44		$	9.64		$	(14.67	)
Cash ( M)	2.1		$	2.0		$	2.9
Receivables ( M)	9.5			11.6			8.2
Inventories ( M)	8.7			8.8			17.9
Property, Plant and Equipment ( M)	153.1		$	161.3		$	177.9
Current Assets ( M)	23.0		$	25.4		$	23.5
Current Liabilities ( M)	61.2			42.1			45.6
Working Capital ( M)	(38.2	)		(16.7	)		(22.1	)
Total Assets ( M)	180.5		$	190.8		$	213.4
Total Liabilities ( M)	108.3			92.2			109.6
Total Equity ( M)	72.2			98.6			103.8

All values are in US Dollars.

(1)	Consolidated production results exclude the Galena Complex after Q3-2019 due to the Recapitalization Plan, and are nil from Q2-2020 to Q3-2021 due to the Cosalá Operations being placed under care and maintenance effective February 2020 as a result of the illegal blockade.
(2)	Throughout this Annual Report, 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)	Cost per ounce measurements during fiscal 2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this Annual Report, all other production results from the Cosalá Operations during fiscal 2021 were determined based on total production during the year.
(4)	This is a supplementary or non-GAAP financial measure or ratio. See “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.
(5)	Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Item 5.A – Operating Results - Accounting Standards and Pronouncements” section for further information.

Results of Operations

Analysis of the year ended December 31, 2023 vs. the year ended December 31, 2022

The Company recorded a net loss of $38.2 million for the year ended December 31, 2023 compared to a net loss of $45.2 million for the year ended December 31, 2022. The decrease in net loss was primarily attributable to higher net revenue ($4.6 million), higher foreign exchange gain ($4.0 million), lower impairment to property, plant and equipment at Relief Canyon ($7.4 million), and higher income tax recovery ($5.8 million), offset in part by higher cost of sales ($3.0 million), higher interest and financing expense ($6.4 million), higher loss on fair value of metals contract liability ($2.7 million), and prior year’s gain on government loan forgiveness ($4.3 million), each of which are described in more detail below.

60
Table of Contents

Revenue increased by $4.6 million to $89.6 million for the year ended December 31, 2023 from $85.0 million for the year ended December 31, 2022. The increase was primarily due to $25.3 million higher gross silver revenue, before treatment and selling costs, at the Cosalá Operations and Galena Complex from higher silver production and higher realized silver price during the year, in addition to a $5.0 million decrease in total treatment and selling costs during the year. These increases were offset by $25.6 million lower gross revenue, before treatment and selling costs, at the Cosalá Operations from lower base metal production and lower realized zinc price during the year.

Cost of sales **** increased by $3.0 million to $75.1 million for the year ended December 31, 2023 from $72.1 million for the year ended December 31, 2022. The increase was primarily due to $2.8 million and $3.2 million increase in cost of sales from the Cosalá Operations and Galena Complex, respectively, due to increase in operating costs, primarily related to increases in employee costs and the USD/MXN exchange rate, plus $4.0 million lower cost of sales in fiscal 2022 from the Galena Complex due to recovery of refundable tax credits, offset in part by $7.0 million decrease in inventory net realizable value write-downs at Relief Canyon recognized during the year.

Interest and financing expense increased by $6.4 million mainly due to higher interest and financing expense recognized during the year through increased borrowings and higher interest costs.

Foreign exchange gain increased by $4.0 million to a $0.4 million gain for the year ended December 31, 2023 from a $3.6 million loss for the year ended December 31, 2022 mainly due to material changes in foreign exchange rates during the year impacting valuation of non-functional currency instruments from the Company’s Canadian subsidiaries.

Impairment to property, plant and equipment of $13.4 million was recorded during the year ended December 31, 2022 to Relief Canyon due to the assessment of an impairment indicator as previously noted. There was a comparable impairment indicator and impairment charge of $6.0 million recorded during the year ended December 31, 2023.

Loss on fair value of metals contract liability increased by $2.7 million due to the change in fair value of the Company’s metals contract liability to Sandstorm during the year, primarily due to the increase in gold price forward curve compared to prior year.

Gain on government loan forgiveness of $4.3 million was recorded during year ended December 31, 2022 as forgiveness of the Company’s loan through the Paycheck Protection Program from the Coronavirus Aid, Relief, and Economic Security Act (“U.S. CARES Act”) was confirmed during the year.

Income tax recovery increased by $5.8 million primarily due to amendment of fiscal 2022 income and mining taxes filed for the Cosalá Operations during the year.

Analysis of the year ended December 31, 2022 vs. the year ended December 31, 2021

The Company recorded a net loss of $45.2 million for the year ended December 31, 2022 compared to a net loss of $160.6 million for the year ended December 31, 2021. The decrease in net loss was primarily attributable to the Relief Canyon impairment recognized in fiscal 2021, higher net revenue ($40.0 million), lower cost of sales ($12.7 million), lower care and maintenance costs ($8.2 million), lower interest and financing expense ($3.1 million), lower loss on fair value of metals contract liability ($20.1 million), and gain on government loan forgiveness ($4.3 million), offset in part by higher depletion and amortization ($5.5 million), higher foreign exchange loss ($3.9 million), and higher income tax expense ($5.3 million), each of which are described in more detail below.

Revenue increased by $40.0 million to $85.0 million for the year ended December 31, 2022 from $45.0 million for the year ended December 31, 2021. The increase was primarily due to $47.9 million in revenue from the Cosalá Operations in 2022 due to the restart of operations, less a $3.5 million decrease in silver and lead revenue at the Galena Complex from lower realized metal prices during the year, and less a $4.4 million decrease in gold and silver revenue due to the suspension of mining operations at Relief Canyon.

61
Table of Contents

Cost of sales **** decreased by $12.7 million to $72.1 million for the year ended December 31, 2022 from $84.8 million for the year ended December 31, 2021. The decrease was primarily due to a $42.0 million decrease in cost of sales from inventory write-downs at Relief Canyon, offset by a $29.8 million increase in cost of sales from the Cosalá Operations in 2022 due to the restart of operations.

Depletion and amortization increased by $5.5 million to $21.3 million for the year ended December 31, 2022 from $15.8 million for the year ended December 31, 2021. The increase was primarily due to a $5.7 million increase in depletion and amortization from the Cosalá Operations in 2022 following the restart of operations.

Care and maintenance costs **** decreased by $8.2 million to $4.5 million for the year ended December 31, 2022 from $12.7 million for the year ended December 31, 2021. The decrease was primarily due to a $7.3 million decrease in care and maintenance costs from the Cosalá Operations in 2022.

Interest and financing expense decreased by $3.1 million mainly due to non-cash interest and financing income recognized from amending the RoyCap Convertible Debenture during the year.

Foreign exchange loss increased by $3.9 million to a $3.5 million loss for the year ended December 31, 2022 from a $0.4 million gain for the year ended December 31, 2021 mainly due to material changes in foreign exchange rates during the year impacting valuation of non-functional currency instruments from the Company’s Canadian subsidiaries.

Impairment to property, plant and equipment of $56.0 million was recorded during the year ended December 31, 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 year ended December 31, 2022 to Relief Canyon due to declining market capitalization during the year.

Loss on fair value of metals contract liability of $20.8 million was recorded on December 31, 2021 as the Company’s metal deliveries to Sandstorm was no longer satisfied through internal gold production. Loss of $0.7 million was recorded during the year ended December 31, 2022 due to the change in fair value of the Company’s metals contract liability to Sandstorm during the year, primarily due to the increase in gold price forward curve compared to prior periods.

Gain on government loan forgiveness of $4.3 million was recorded during the year ended December 31, 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 $5.3 million primarily due to income and mining taxes accrued from the Cosalá Operations after the restart of operations during the year.

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 adjusted working capital; and
·	silver equivalent production (Ag Eq).
62
---
Table of Contents

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.

Reconciliation of Average Realized Silver, Zinc and Lead Prices
	2023			2022				2021^1^
Gross silver sales revenue ('000)	$	62,356		$	36,984		$	27,438
Payable metals and fixed pricing adjustments ('000)		202			227			(64	)
Payable silver sales revenue ('000)	$	62,558		$	37,211		$	27,374
Divided by silver sold (oz)		2,669,385			1,715,310			1,100,715
Average realized silver price ($/oz)	$	23.44		$	21.69		$	24.87
	2023			2022				2021^1^
Gross zinc sales revenue ('000)	$	38,421		$	59,262		$	5,973
Payable metals and fixed pricing adjustments ('000)		(15	)		(196	)		(34	)
Payable zinc sales revenue ('000)	$	38,406		$	59,066		$	5,939
Divided by zinc sold (lb)		32,481,749			38,063,861			3,721,943
Average realized zinc price ($/lb)	$	1.18		$	1.55		$	1.60
	2023			2022				2021^1^
Gross lead sales revenue ('000)	$	25,438		$	29,731		$	20,617
Payable metals and fixed pricing adjustments ('000)		92			(28	)		(115	)
Payable lead sales revenue ('000)	$	25,530		$	29,703		$	20,502
Divided by lead sold (lb)		26,515,498			30,634,583			20,855,723
Average realized lead price ($/lb)	$	0.96		$	0.97		$	0.98
(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.
---	---
63
---
Table of Contents

Cost of Sales/Ag Eq Oz Produced

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

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced^1^
	2023			2022				2021^2,3^
Cost of sales ('000)	$	74,292		$	64,340		$	3,605
Less non-controlling interests portion ('000)		(15,253	)		(12,388	)		-
Attributable cost of sales ('000)	$	59,039			51,952			2,534
Divided by silver equivalent produced (oz)		4,589,107			5,253,847			339,449
Cost of sales/Ag Eq oz produced ($/oz)	$	12.87		$	9.89		$	7.47
Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced
---	---	---	---	---	---	---
	2023		2022			2021^2,3^
Cost of sales ('000)	$	36,160	$	33,371	$	3,605
Divided by silver equivalent produced (oz)		3,266,677		4,167,449		339,449
Cost of sales/Ag Eq oz produced ($/oz)	$	11.07	$	8.01	$	10.62
Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced
---	---	---	---	---	---
	2023		2022		2021^2,3^
Cost of sales ('000)	$	38,132	$	30,969	-
Divided by silver equivalent produced (oz)		2,204,050		1,810,664	-
Cost of sales/Ag Eq oz produced ($/oz)	$	17.30	$	17.10	-
(1)	Throughout this Annual Report, 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.
(3)	Cost per ounce measurements during fiscal 2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this Annual Report, all other production results from the Cosalá Operations during fiscal 2021 were determined based on total production during the year.
64
---
Table of Contents

Cash Costs and Cash Costs/Ag Oz Produced

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

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

Reconciliation of Consolidated Cash Costs/Ag Oz Produced^1^
	2023			2022				2021^2,3^
Cost of sales ('000)	$	74,292		$	64,340		$	2,534
Less non-controlling interests portion ('000)		(15,253	)		(12,388	)		-
Attributable cost of sales ('000)		59,039			51,952			2,534
Non-cash costs ('000)		712			(1,723	)		160
Direct mining costs ('000)	$	59,751		$	50,229		$	2,694
Smelting, refining and royalty expenses ('000)		21,163			24,050			1,857
Less by-product credits ('000)		(53,927	)		(73,274	)		(5,406	)
Cash costs ('000)	$	26,987		$	1,005		$	(855	)
Divided by silver produced (oz)		2,043,053			1,308,201			46,128
Cash costs/Ag oz produced ($/oz)	$	13.21		$	0.77		$	(18.53	)
Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced
---	---	---	---	---	---	---	---	---	---
	2023			2022				2021^2,3^
Cost of sales ('000)	$	36,160		$	33,371		$	3,605
Non-cash costs ('000)		1,145			(1,348	)		160
Direct mining costs ('000)	$	37,305		$	32,023		$	2,694
Smelting, refining and royalty expenses ('000)		17,556			20,580			1,857
Less by-product credits ('000)		(45,556	)		(64,710	)		(5,406	)
Cash costs ('000)	$	9,305		$	(12,107	)	$	(855	)
Divided by silver produced (oz)		1,098,612			636,246			46,128
Cash costs/Ag oz produced ($/oz)	$	8.47		$	(19.03	)	$	(18.53	)
Reconciliation of Galena Complex Cash Costs/Ag Oz Produced
---	---	---	---	---	---	---	---
	2023			2022			2021^2,3^
Cost of sales ('000)	$	38,132		$	30,969		-
Non-cash costs ('000)		(721	)		(625	)	-
Direct mining costs ('000)	$	37,411		$	30,344		-
Smelting, refining and royalty expenses ('000)		6,011			5,784		-
Less by-product credits ('000)		(13,951	)		(14,274	)	-
Cash costs ('000)	$	29,471		$	21,854		-
Divided by silver produced (oz)		1,574,068			1,119,925		-
Cash costs/Ag oz produced ($/oz)	$	18.72		$	19.51		-
(1)	Throughout this Annual Report, 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.
(3)	Cost per ounce measurements during fiscal 2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this Annual Report, all other production results from the Cosalá Operations during fiscal 2021 were determined based on total production during the year.
65
---
Table of Contents

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

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

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

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced^1^
	2023		2022			2021^2,3^
Cash costs ('000)	$	26,987	$	1,005	$	(855	)
Capital expenditures ('000)		12,460		9,031		120
Exploration costs ('000)		2,308		2,569		58
All-in sustaining costs ('000)	$	41,755	$	12,605	$	(677	)
Divided by silver produced (oz)		2,043,053		1,308,201		46,128
All-in sustaining costs/Ag oz produced ($/oz)	$	20.44	$	9.64	$	(14.67	)
Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced
---	---	---	---	---	---	---	---	---
	2023		2022				2021^2,3^
Cash costs ('000)	$	9,305	$	(12,107	)	$	(855	)
Capital expenditures ('000)		7,129		3,649			120
Exploration costs ('000)		835		1,296			58
All-in sustaining costs ('000)	$	17,269	$	(7,162	)	$	(677	)
Divided by silver produced (oz)		1,098,612		636,246			46,128
All-in sustaining costs/Ag oz produced ($/oz)	$	15.72	$	(11.26	)	$	(14.67	)
Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced
---	---	---	---	---	---
	2023		2022		2021^2,3^
Cash costs ('000)	$	29,471	$	21,854	-
Capital expenditures ('000)		8,885		8,970	-
Exploration costs ('000)		2,455		2,122	-
All-in sustaining costs ('000)	$	40,811	$	32,946	-
Galena Complex Recapitalization Plan costs ('000)		4,264		6,608	-
All-in sustaining costs with Galena Recapitalization Plan ('000)	$	45,075	$	39,554	-
Divided by silver produced (oz)		1,574,068		1,119,925	-
All-in sustaining costs/Ag oz produced ($/oz)	$	25.93	$	29.42	-
All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz)	$	28.64	$	35.32	-
(1)	Throughout this Annual Report, 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.
(3)	Cost per ounce measurements during fiscal 2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this Annual Report, all other production results from the Cosalá Operations during fiscal 2021 were determined based on total production during the year.
66
---
Table of Contents

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
	2023			2022			2021
Cash generated from (used in) operating activities ('000)	$	(224	)	$	839		$	(26,915	)
Changes in non-cash working capital items ('000)		(789	)		(2,018	)		(24,030	)
Net cash used in operating activities ('000)	$	(1,013	)	$	(1,179	)	$	(50,945	)

Working Capital and Adjusted Working Capital

The Company uses the financial measure “working capital” and “adjusted 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, and adjusted to remove the non-cash impacts.

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

Reconciliation of Working Capital
	2023			2022			2021
Current Assets ('000)	$	23,036		$	25,381		$	23,543
Less current liabilities ('000)		(61,207	)		(42,097	)		(45,659	)
Working capital ('000)	$	(38,171	)	$	(16,716	)	$	(22,116	)

Adjusted working capital is working capital with certain classification (i.e. convertible debenture) and non-cash items backed-out (i.e. metals contract liability, derivative instruments, and shares pending issuance from retraction).

Reconciliation of Adjusted Working Capital
	2023			2022
Working capital ('000)	$	(38,171	)	$	(16,716	)
Add convertible debenture ('000)		15,384			-
Adjusted working capital ('000)		(22,787	)		(16,716	)
Add metals contract liability ('000)		12,512			11,324
Add derivative instruments ('000)		1,230			991
Add shares pending issuance from retraction ('000)		436			-
Adjusted working capital ('000)	$	(8,609	)	$	(4,401	)
67
---
Table of Contents

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.

Accounting Standards and Pronouncements.

Accounting Standards Issued and Applied.

The following are changes in accounting policies effective as at January 1, 2023:

(i) Income taxes

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

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted, including Non-Current Liabilities with Covenants (Amendments to IAS 1) effective for annual periods beginning on or after January 1, 2024. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

Significant Accounting Judgments and Estimates

The preparation of 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 from those estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

(i) Reserves and resources

Proven and probable reserves are the economically mineable parts of the Company’s measured and indicated mineral resources. The Company estimates its proven and probable reserves and measured and indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The information relating to the geological data on the size, depth and shape of the ore bodies requires complex geological judgments to interpret the data. The estimation of future cash flows related to proven and probable reserves is based upon factors such as 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.

Changes in the proven and probable reserves or measured, indicated and inferred mineral resources estimates may impact the carrying value of mining properties and equipment, depletion and amortization, impairment assessments and the timing of decommissioning provisions.

(ii) Depletion and amortization

Mining properties are depleted using the unit-of-production method over a period not to exceed the estimated life of the ore body based on estimated recoverable reserves.

Property, plant and equipment are depreciated, net of residual value over their estimated useful life but do not exceed the related estimated life of the mine based on estimated recoverable mineral reserves.

The calculation of the units of production rate, and therefore the annual depletion and amortization expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of actual future production differing from current forecasts of future production and expansion of mineral reserves through exploration activities.

68
Table of Contents

(iii) Decommissioning provision

The Company assesses its decommissioning provision on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for decommissioning provision requires management to make estimates of the time and future costs the Company will incur to complete the rehabilitation work required to comply with existing laws and regulations at each mining operation. Also, future changes to environmental laws and regulations could increase the extent of rehabilitation work required to be performed by the Company. Increases in future costs could materially impact the amounts charged to operations for decommissioning provision. The provision represents management’s best estimate of the present value of the future decommissioning provision. The actual future expenditures may differ from the amounts currently provided.

(iv) Share-based payments

The amount expensed for share-based compensation is based on the application of a recognized option valuation formula, which is highly dependent on, among other things, the expected volatility of the Company’s registered shares, estimated forfeitures, and the expected life of the options. The Company uses an expected volatility rate for its shares based on past stock trading data, adjusted for future expectations, and actual volatility may be significantly different.

The resulting value calculated is not necessarily the value that the holder of the option could receive in an arm’s length transaction, given that there is no market for the options and they are not transferable. It is management’s view that the value derived is highly subjective and dependent entirely upon the input assumptions made.

(v) Income taxes

Preparation of the consolidated financial statements requires an estimate of income taxes in each of the jurisdictions in which the Company operates. The process involves an estimate of the Company’s current tax exposure and an assessment of temporary differences resulting from differing treatment of items, such as depletion and amortization, for tax and accounting purposes, and when they might reverse.

These differences result in deferred tax assets and liabilities that are included in the Company’s consolidated statements of financial position.

An assessment is also made to determine the likelihood that the Company’s future tax assets will be recovered from future taxable income. To the extent that recovery is not considered likely, the related tax benefits are not recognized.

Judgment is required to continually assess changing tax interpretations, regulations and legislation, to ensure liabilities are complete and to ensure assets, net of valuation allowances, are realizable. The impact of different interpretations and applications could be material.

(vi) Assessment of impairment and reversal of impairment indicators

The Company applies judgment in assessing whether indicators of impairment or reversal of impairment exist for a cash generating unit which would require impairment testing. Internal and external sources such as changes in use of an asset, capital and production forecasts, commodity prices, quantities of reserves and resources, and changes in market, economic, and legal environment are used by management in determining whether there are any indicators.

The Company determines recoverable amount based on the after-tax discounted cash flows from a cash generating unit’s life-of-mine cash flow projection which incorporates 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. Absent a life-of-mine cash flow projection, a market approach of comparable companies is used to determine recoverable amount of in-situ ounces from the cash generating unit.

(vii) Commercial production

The determination of timing on which a mining property enters into commercial production is a significant judgment since capitalization of development costs ceases upon declaration of commercial production. As a mining property is constructed, development costs incurred are capitalized. Commercial production is declared once the mining property is available for its intended use on a commercial scale as defined by management. Revenue recognition, cost of sales, and depletion of the mining property begins when commercial production has been achieved, and are recognized into the consolidated statement of loss and comprehensive loss.

69
Table of Contents

(viii) Cash flows from ongoing production and impact on operations

The Company had negative operating cash flows during the year ended December 31, 2023 with a working capital deficit as at December 31, 2023. The ability to achieve cash flow positive production through meeting production targets at the Cosalá Operations and Galena Complex, 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 consolidated financial statements with respect to the Company’s liquidity. Should the Company continue to experience lower commodity prices and negative operating cash flows in future periods, the Company will need to raise additional funds through the issuance of equity or debt securities which funding cannot be assured.

B. Liquidity and Capital Resources

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

Opening cash balance as at December 31, 2022	$	2.0
Cash used in operations		(0.2	)
Expenditures on property, plant and equipment		(19.9	)
Lease payments		(2.7	)
Promissory notes		1.8
At-the-market offering		2.3
Private placements		0.8
Pre-payment facility		2.2
Financing from convertible debenture		7.5
Metals contract liability		1.1
Royalty payable		3.2
Government loan		(0.2	)
Contribution from non-controlling interests		4.3
Proceeds from disposal of assets		1.8
Decrease in trade and other receivables		2.1
Change in inventories		(3.3	)
Change in prepaid expenses		0.2
Change in trade and other payables		0.2
Change in foreign exchange rates		(1.1	)
Closing cash balance as at December 31, 2023	$	2.1

The Company’s cash and cash equivalents balance increased from $2.0 million to $2.1 million since December 31, 2022 with a working capital deficit of $38.2 million. This increase was mainly due to cash from net proceeds received from the at-the-market offering, pre-payment facility, promissory notes, convertible debenture, metals contract liability, royalty payable, proceeds from disposal of assets, and contributions from non-controlling interests. These inflows were offset by decrease from expenditures of property, plant and equipment (including the Galena hoist project), and lease payments. Current liabilities as at December 31, 2023 were $61.2 million which is $19.1 million higher than at December 31, 2022, principally due to reclassification of the convertible debenture from non-current to current due to a late filing of an term extension permitted under the agreement, and increased balances in the metals contract liability, revolving pre-payment facility, promissory notes, and royalty payable. The Company’s adjusted working capital^3^ accounting for the convertible debenture extension would have been a deficit of $22.8 million.

_____________________________

^3^This is a supplementary or non-GAAP financial measure or ratio. See “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.

70
Table of Contents

The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. Several material uncertainties cast substantial doubt upon the going concern assumption, including cash flow positive production at the Cosalá Operations and Galena Complex, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due. The Company’s cash flow is dependent upon its ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels.

Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sale of non-core assets, private equity financing, sale of royalties on its properties, metal prepayment and streaming arrangements, and the issuance of equity. Several material uncertainties may impact the Company’s liquidity in the short term, such as: the price of commodities, general inflationary pressures, cash flow positive production at both the Company’s operating mines, the Galena Complex Recapitalization Plan, the timing of the shaft repair, and the expected increase in hoisting capacity. At December 31, 2023, the Company does not have sufficient liquidity on hand to fund its expected operations for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations. From 2020 to year-end 2023, the Company has been successful in raising funds through equity offerings (including at-the-market offerings), debt arrangements, convertible debentures, prepayment arrangements, royalty sales, and non-core asset sales. The Company issued an aggregate of C$35.8 million in convertible debentures, raised an aggregate of $44.4 million through an at-the-market equity offering on the New York Stock Exchange American to fund the Company’s planned operations, amended the Purchase Agreement for the right to increase its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws made during each quarter of fiscal 2023 as allowed under the amendment, entered into a pre-payment facility, restructured a promissory note, and believes it will be able to raise additional financing as needed. After the year ended December 31, 2023, the Company amended the Purchase Agreement for the right to increase its advance payment up to $6.5 million during the first half of 2024 and closed an equity offering for gross proceeds of C$7.8 million in Q1-2024. In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project and shaft repair are finalized on the currently anticipated timing and budget and the Galena Complex is optimized on our current plans, and the outlook for silver, zinc, copper, and lead prices remains positive, the Company believes that cash flow will be sufficient to fund ongoing operations. However, additional impairments to the carrying value of the Company’s mining interests and property and equipment may also be required depending on ongoing evaluation of Relief Canyon, or if precious and/or base metal prices decrease from their current levels.

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

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

Post-Employment Benefit Obligations

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 15 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2023) 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 $1.0 million per year for each of the next 5 years (excluding fiscal 2023 funding requirements payable by April 2024). Effects from market volatility and interest rates may impact long term annual funding commitments.

71
Table of Contents

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 fiscal 2023 and adjusted by approximately $0.9 million as a result of unrealized gains on returns. The Company expects to continue to review the pension valuation quarterly.

Capital Resources

The Company’s cash flow is dependent on delivery of its metal concentrates to market. The Company’s contracts with the concentrate purchasers provide for provisional payments based on timing of concentrate deliveries. The Company has not had any problems collecting payments from concentrate purchasers in a reliable and timely manner and expects no such difficulties in the foreseeable future. However, 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 $19.9 million during the year ended December 31, 2023 (2022: $19.6 million). Money was spent on purchase of property, plant and equipment mostly associated with the Galena Complex Recapitalization Plan.

The following table sets out the Company’s contractual obligations as of December 31, 2023:

			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	22,960	$	22,960	$	-	$	-	$	-
Pre-payment facility		2,250		2,250		-		-		-
Promissory notes		4,275		4,275		-		-		-
Interest on promissory notes		303		303		-		-		-
Convertible debenture		18,146		18,146		-		-		-
Interest on convertible debenture		2,002		2,002		-		-		-
Royalty payable		5,087		2,487		2,600		-		-
Metals contract liability		36,837		12,512		24,325		-		-
Projected pension contributions		6,604		1,558		1,926		2,046		1,074
Decommissioning provision		20,459		-		-		-		20,459
Other long-term liabilities		1,610		-		787		194		629
Total	$	120,533	$	66,493	$	29,638	$	2,240	$	22,162
(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 25 of the audited consolidated financial statements for the year ended December 31, 2023.
---	---
(2)	Certain of these estimates are dependent on market conditions and assumed rates of return on assets. Therefore, the estimated obligation of the Company may vary over time.

On February 26, 2023, the Company amended the Purchase Agreement with Sandstorm for the right to increase its advance payment by up to $11.0 million in aggregate during fiscal 2023 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2025+). The advances of $2.75 million per quarter were drawn in full during fiscal 2023.

72
Table of Contents

On March 31, 2023, the Company amended the existing promissory note to Sandstorm with the remaining principal of $2.5 million to be repaid in four equal instalments due June 30 and October 1, 2023, and July 1 and October 1, 2024, in addition to amending its interest rate to 8% per annum. On December 27, 2023, the Company issued an additional $2.4 million promissory note to Sandstorm due December 27, 2024 with interest payable at 8% per annum.

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

On June 21, 2023, the Company’s issued an additional secured convertible debenture to Delbrook under the Company’s existing convertible debenture, increasing the principal balance by C$8.0 million to a total of C$24.3 million outstanding at the end of the second quarter. The Company also amended the interest payable to 11% per annum, the conversion price to C$0.80, and extended the term of the maturity to July 1, 2024 with mutual option to extend by incremental calendar quarters up to April 28, 2025, among other terms. On October 30, 2023, the Company amended the convertible debenture held by Delbrook by increasing the principal by C$2.0 million with all other material terms unchanged. On November 13, 2023, the Company and Delbrook agreed to amend the terms of the existing 3,500,000 Warrants held by Delbrook and affiliates to amend the exercise price from C$0.80 per warrant to C$0.55 per Warrant. The Warrants expire on June 21, 2026, and contain customary anti-dilution provisions, as well as customary blocker language regarding becoming a control person without required shareholder and TSX approvals. The convertible debenture’s outstanding balance was reduced to C$24.0 million as of December 31, 2023, through additional retractions of C$2.3 million settled through issuance of approximately 5.9 million of the Company’s common shares.

The Company closed non-brokered private placements for total gross proceeds of $0.8 million in July of 2023 through total issuance of approximately 2.2 million of the Company’s common shares priced at approximately C$0.47 per share. Total gross proceeds of $0.4 million were raised from members of the Company’s board and management.

On March 21, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $3.25 million per calendar quarter or up to $6.5 million in aggregate during the first half of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2026+). The first calendar quarter advance of $3.25 million was drawn in full in March 2024.

The Company had an adjusted working capital^4^ deficit of $22.8 million as at December 31, 2023. Working capital of $38.2 million was negatively impacted by the classification of the Company’s convertible debenture to current liabilities due to a late signing by the associated parties of a quarterly term extension permitted under the agreement. In addition, the working capital deficit contains certain items that would not be settled in cash, specifically the derivative instruments, the metal contracts liability (balancing fixed deliveries noted above), and shares pending issuance. The adjusted working capital^4^ deficit would have been $8.6 million after adjusting for these items and the convertible debenture classification. The Company has received the quarterly extensions for both Q4-2023 and Q1-2024 and, as a result, this classification is expected to be reversed to long-term debt in the Q1-2024 financial statements.

Financial Instruments

_______________________________

^4^This is a supplementary or non-GAAP financial measure or ratio. See “Item 5.A – Operating Results - Non-GAAP and Other Financial Measures” section for further information.

73
Table of Contents

The Company classifies and measures its financial instruments at fair value, with changes in fair value recognized in profit or loss as they arise. Unless restrictive criteria regarding the objective and contractual cash flows of the instrument are met then classification and measurement are at either amortized cost or fair value through other comprehensive income.

C. Research and Development, Patents and Licenses, etc.

The Company is an exploration, development and mining company and does not carry on any research and development activities.

D. Trend Information

Many factors that are beyond the control of the Company can affect the Company’s operations, including, but not limited to, the price of minerals, the economy on a global scale, land and exploration permitting, and the appeal of investments in mining companies. The appeal of mining companies as investment alternatives could affect the liquidity of the Company and thus future exploration and evaluation, development, and financial conditions of the Company. Other factors such as retaining qualified mining personnel and contractor availability and costs could also impact the Company’s operations.

The Company recently reinterpreted historic geophysical information at the Cosalá Complex and, after incorporating new data from an IP survey, has identified seven major IP/Mag anomaly trends on property near San Rafael and EC120. An exploration drill program is planned to test this area in the later half of 2023.

E. Critical Accounting Estimates

Not Applicable.

74
Table of Contents

ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets out the names and province or state of residence of the directors (the “Directors”) and executive officers of Americas Gold and Silver (the “Named Executive Officers”), their present position(s) and offices within Americas Gold and Silver, their principal occupations during the last five years and their date of appointment. All Directors have been elected or appointed to serve until the next annual meeting of shareholders of Americas Gold and Silver, subject to earlier resignation or removal.

Name and Place of<br><br>Residence	Current Office with Americas<br><br>Gold and Silver	Principal Occupation/ Prior<br><br>Directorships	Date of Appointment<br><br>as Director
Alexander Davidson^(2) (3)^<br><br>Ontario,<br><br>Canada	Board Chair and Director	Board Chair of Americas Gold and Silver, May 2016 to present	July 6, 2011
Darren Blasutti<br><br>Ontario,<br><br>Canada	President, Chief Executive Officer (“CEO”) and Director	President and CEO of Americas Gold and Silver, September 2019; President and Chief Executive Officer of Americas Silver Corporation and U.S. Silver December 2014	July 6, 2011
Christine Carson<br><br>Ontario,<br><br>Canada	Director	CEO of Carson Proxy Advisors Ltd.	May 13, 2022
Alan R. Edwards<br><br>Arizona,<br><br>United States	Director	President of AE Resources Corp.	June 23, 2011
Bradley R. Kipp^(1)^<br><br>Ontario,<br><br>Canada	Director	Chartered Professional Accountant (CPA, CMA) and Corporate Director of multiple public mining companies; CFO of Shiny Health & Wellness Corp. until March 2022	June 12, 2014
Gordon E. Pridham^(1)(2)^<br><br>Ontario,<br><br>Canada	Director	Principal of Edgewater Capital	November 10, 2008
Manuel Rivera^(4)^<br><br>Mexico,<br><br>Mexico	Director	President and Founder of NEKT Group; Former President and Chief Executive Officer of Grupo Expansión until 2017	August 2, 2017
Lorie Waisberg^(1)(2)^<br><br>Ontario,<br><br>Canada	Director	Corporate director currently serving as a director of Metalex Ventures Ltd.; previously served as a director of Tembec Inc., Primary Energy Recycling, Noront Resources, Chantrell Ventures, US Silver & Gold Inc., OneMove Technologies, Northern Uranium Corp., Rapier Gold Inc.; previously a director and the chair of Keystone North America, RX Gold & Silver Corp., Baja Mining Corp., Arcan Resources, and Chemtrade Logistics Income Fund.	July 6, 2011
Warren Varga<br><br>Ontario,<br><br>Canada	Chief Financial Officer (“CFO”)	CFO of Americas Gold and Silver	N/A
Peter McRae<br><br>Ontario,<br><br>Canada	Senior Vice President Corporate Affairs and Chief Legal Officer (“CLO”)	Sr. VP Corporate Affairs and CLO of Americas Gold and Silver	N/A
Daren Dell<br><br>Ontario,<br><br>Canada	Former Chief Operating Officer (“COO”)<br><br><br><br>Resigned his position as of October 31, 2023	Former COO of Americas Gold and Silver until resignation in October 2023.	N/A
Stefan Axell<br><br>Ontario,<br><br>Canada	Vice President, Corporate Development & Communications	VP Corporate Development & Communications of Americas Gold and Silver Corporation	N/A
(1)	Member of the Audit Committee.
---	---
(2)	Member of the Compensation & Corporate Governance Committee.
(3)	Member of the Sustainability & Technical Committee.
75
---
Table of Contents

No family relationships exist between any of the Directors or Named Executive Officers.

The following are brief biographies of the Directors or Named Executive Officers:

Alexander Davidson, Age: 72 – Board Chair and Director

Mr. Davidson was Barrick’s Executive Vice President, Exploration and Corporate Development with responsibility for international exploration programs and corporate development activities. Mr. Davidson was instrumental in Barrick Gold Corporation’s acquisition of Lac Minerals, Sutton Resources, Arequipa Resources, Pangea Goldfields, Homestake Mining and Placer Dome Inc. Mr. Davidson joined Barrick Gold Corporation in October 1993 as Vice President, Exploration with responsibility for the company’s expanding exploration program. He initiated Barrick Gold Corporation’s expansion out of North America and into Latin America and beyond and retired from Barrick in 2009. Prior to joining Barrick, Mr. Davidson was Vice President, Exploration for Metall Mining Corporation. Mr. Davidson has over 40 years of experience in designing, implementing and managing gold and base metal exploration and acquisition programs throughout the world. In November 2022 it was announced that Mr. Davidson would be inducted into the 2023 Canadian Mining Hall of Fame in recognition of his inspiring achievements and visionary leadership to elevate the stature of Canadian mining at home and abroad. In February 2019, Mr. Davidson was awarded the Charles F. Rand Gold Medal by the American Institute of Mining Engineers in recognition of his key role in numerous acquisitions and discoveries and his leadership in developing Barrick’s unparalleled exploration programs, both of which have resulted in remarkable achievements that distinguish his remarkable career and legacy at Barrick. In April 2005, Mr. Davidson was presented the 2005 A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and Petroleum to recognize exceptional achievement and distinguished contributions to mining exploration in Canada. In 2003, Mr. Davidson was named the Prospector of the Year by the Prospectors and Developers Association of Canada in recognition for his team’s discovery of the Lagunas Norte project in the Alto Chicama District, Peru.

Mr. Davidson received his B.Sc. and his M.Sc. in Economic Geology from McGill University. His extensive experience in the mining industry and his background in precious metal exploration and corporate development allows him to provide valuable industry insight and perspective to the Board and management. Mr. Davidson also has extensive board level experience and has sat on or has chaired a number of health, safety & environment, technical, sustainability, audit, and compensation committees. Mr. Davidson is a member of the Compensation & Corporate Governance Committee (the “CCG Committee”) and the Sustainability & Technical Committee (the “S&T Committee”). Mr. Davidson is also currently a director of Pan American Silver Corp. Capital Drilling Ltd. and Nulegacy Gold Corporation.

76
Table of Contents

Darren Blasutti, Age: 55 – President, CEO & Director

Mr. Blasutti is currently the President and Chief Executive Officer of Americas Gold and Silver. He was formerly the President and Chief Executive Officer of Americas Silver and U.S. Silver, and prior to that, the President and Chief Executive Officer of RX Gold & Silver Inc., and former Senior Vice President of Corporate Development for Barrick Gold Corporation until January 2011. At Barrick Gold Corporation, he reported to the Chief Executive Officer and played a lead role in the strategic development of Barrick Gold Corporation for over 13 years, during which time he executed over 25 gold mining transactions including the acquisition of Homestake Mining Company and Placer Dome Inc. and the consolidation of the world class Cortez property from Rio Tinto. Mr. Blasutti also led the creation of Barrick Energy Inc. to hedge Barrick Gold Corporation’s exposure to energy prices and was integral to the initial public offering of African Barrick Gold. During his tenure at Barrick, he also led the Investor Relations function. Mr. Blasutti is a member of the Chartered Professional Accountants Canada and was previously at PricewaterhouseCoopers LLP where he planned, supervised and managed audits for a variety of clients. Mr. Blasutti is currently Chairman of Barksdale Resources Corp.

Christine Carson, Age: 52 – Director

Ms. Carson is the sole founder and CEO of Carson Proxy Advisors Ltd., a proxy solicitation firm that specializes in executing shareholder communications, proxy solicitation and corporate governance strategies for Canadian public companies. She has spent over 20 years advising publicly traded companies on a wide variety of special situations and issues, including proxy battles, hostile take overs, M&A, consent solicitations, corporate governance, executive compensation, and shareholder proposals. She has counseled numerous Boards of Directors, CEOs, corporate secretaries, corporate counsels, investor relations professionals and has spoken at industry conferences on the complexities of influencing shareholder voting in Canada. Prior to founding Carson Proxy, Ms. Carson was involved in establishing two successful proxy solicitation firms and a Transfer and Trust Company in Canada.

Alan R. Edwards, Age: 66 – Director

Mr. Edwards serves on the Board and has more than 40 years of diverse mining industry experience, including various executive and director roles. He is currently the President of AE Resources Corp., and also serves on the board of directors for Entrée Resources Ltd., Arizona Sonoran Copper Company Inc., and Elevation Gold Mining Corp. Mr. Edwards was also formerly a director and Chairman of the board of directors of AuRico Gold Inc., AQM Copper Inc., Oracle Mining Corp. (where he was also the Chief Executive Officer), Rise Gold Corp., and a director of Orvana Minerals Corp. He was also the President and Chief Executive Officer of Copper One Inc. and Frontera Copper Corp.

Mr. Edwards also served as COO of Apex Silver Mines Corp., where he directed the engineering, construction and development of the San Cristobal project in Bolivia. He has also worked for Kinross Gold Corp., P.T. Freeport Indonesia, Cyprus Amax Minerals Company and Phelps Dodge Mining Company. Mr. Edwards holds an MBA (Finance) from the University of Arizona and a B.S. Mining Engineering also from the University of Arizona. Mr. Edwards is the Chairman of the S&T Committee.

Bradley R. Kipp, Age: 60 – Director

Mr. Kipp is currently a director and the Chair of the Audit Committee of Americas Gold and Silver (since June 2014); a director and the Chair of the Audit Committee of Haventree Bank since June 2008 (federally regulated Schedule I Bank supervised by the Office of the Superintendent of Financial Institutions), a director of Shiny Health & Wellness Corp. (previously ShinyBud Corp.) (TSXV:SNYB); resigned as CFO of Shiny Health & Wellness Corp. in March of 2022.

Mr. Kipp has over 30 years’ experience specializing in operations, corporate finance and public company reporting in the financial services and mining sector. As part of these activities, he has been Chief Financial Officer and/or a Director of several public companies listed on the Toronto and London AIM exchanges. Mr. Kipp is a member of the Chartered Professional Accountants of Canada and a member of the Chartered Financial Analyst Institute.

77
Table of Contents

Gordon E. Pridham, Age: 69 – Director

Mr. Pridham is Principal of Edgewater Capital and is on the advisory board for Enertech Capital, a clean tech venture capital fund. Mr. Pridham has over 25 years of experience in investment banking, capital markets, and corporate banking. He has worked in New York, Calgary, Toronto and Hong Kong for global financial institutions and has financed and advised companies in public and private markets across a broad range of industry sectors. He has served on over 17 boards of which he has chaired five. He is a graduate of the University of Toronto and the Institute of Corporate Directors program.

Manuel Rivera, Age: 51 – Director

Mr. Rivera is the President and Founder of NEKT Group, an investment firm focused on investment and deployment of Cybersecurity solutions in the Americas. He is also the co-founder and non-executive President of MediaSurf, a digital and out-of-home media company (owner of Business Insider Mexico) based in Mexico City.

With vast experience in media, digital, corporate transformation and mergers and acquisitions, Mr. Rivera spent more than a decade as the President and Chief Executive Officer of Grupo Expansión, one of Mexico’s most influential media companies that, under his leadership, was taken from a minor magazine player to one of the largest digital publishers in Mexico and Latin America. Grupo Expansión was successfully sold in 2017.

Mr. Rivera served as Co-chair of the Global Future Council for Media and Information of the World Economic Forum; he serves on the Board of Mexico’s largest newspaper El Universal, and also served as Chairman of the Board for Make-A-Wish Mexico. Mr. Rivera is a Chemical Engineer, with an MBA and is currently a Masters in Cybersecurity candidate.

Mr. Rivera is a member of the S&T Committee.

Lorie Waisberg, Age: 82 – Director

Mr. Waisberg is a corporate director currently serving as a director of Metalex Ventures Ltd. He previously served as a director of Tembec Inc., Primary Energy Recycling, Noront Resources, Chantrell Ventures, US Silver & Gold Inc., OneMove Technologies, Northern Uranium Corp. (formerly MPVC Inc.), and Rapier Gold Inc. Mr. Waisberg was also previously a director and the chair of Keystone North America, RX Gold & Silver Corp., Baja Mining Corp., Arcan Resources, and Chemtrade Logistics Income Fund.

Mr. Waisberg has law degrees from the University of Toronto and Harvard University, and had a distinguished 30-year legal career as a business law partner of Goodmans LLP in Toronto. He then served as the Executive Vice President, Finance and Administration of Co-Steel Inc., a steel manufacturer, prior to retirement. Mr. Waisberg is also accredited as ICD.D by the Institute of Corporate Directors. Mr. Waisberg is the Chairman of the CCG Committee and a member of the Audit Committee.

Warren Varga, Age: 54 – Chief Financial Officer

Mr. Varga was formerly the Chief Financial Officer of US Silver & Gold and brings over 20 years of progressive financial leadership and senior management expertise to Americas Gold and Silver. Prior to this, Mr. Varga held the role of Senior Director, Corporate Development at Barrick Gold Corporation. Mr. Varga is a member of the Canadian Institute of Chartered Accountants and a member of the Chartered Financial Analyst Institute.

78
Table of Contents

Peter McRae, Age: 45 - Senior Vice President Corporate Affairs & Chief Legal Officer

Mr. McRae formerly served as Vice President, General Counsel & Corporate Secretary of U.S. Silver and Gold and brings over 15 years of corporate and commercial experience to Americas Gold and Silver. He was an attorney at Weil, Gotshal & Manges LLP, based in New York, in the firm’s transactions group representing some of the largest organizations and private equity firms globally. He is also a director of Barksdale Resources Corp. and, formerly, Guerrero Ventures Inc. (Nomad Royalty Ltd.). Mr. McRae is currently a member of the New York and Ontario Bars and is a certificate holder in Mining Law.

Daren Dell, Age: 55 – Former Chief Operating Officer

Mr. Dell formerly served as Vice President, Technical Services for U.S. Silver and Gold and brings over 20 years of operations, project and mine evaluation experience to Americas Gold and Silver. Prior to this, Mr. Dell served as Director, Corporate Development and Director, Technical Evaluations at Barrick Gold. Mr. Dell is a metallurgist and a Professional Engineer.

Stefan Axell, Age: 47 - Vice President Corporate Development & Communications

Mr. Axell brings over 15 years of finance and mining experience to Americas Gold and Silver and was a former equity research analyst and is a CFA charterholder.

Arrangements and Understandings

The Company has no arrangements or understanding with any major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.

B. Compensation

Director Compensation

The CCG Committee considers annually and makes a recommendation to the Board regarding the adequacy and form of directors’ compensation.

·	Currently all non-executive directors receive a monthly retainer of CDN $4,167 payable quarterly in arrears.
·	Directors asked to perform special assignments at the request of the CEO are to be paid at the rate of CDN $2,000/day or as otherwise agreed by the CEO and Board from on a case-by-case basis.
·	Directors who are employees of the Company receive no additional compensation for serving on the Board.
·	Directors submit for reimbursement receipts for expenses that would reasonably be expected to be incurred by such director in carrying out his duties.

The Board fees (referenced above) remained unchanged for 2023 and such amounts are generally paid quarterly in arrears, in cash and deferred share units (“DSUs”). Each Board member may elect to be paid in cash for up to 50% of their respective Board fees.

79
Table of Contents

The Company pays the Chairman of the Board an annual retainer of CDN $25,000. In addition, the Company paid annual retainer amounts to its directors for their service as chairs and members of the committees of the Board in such period, in the amounts and as set out below:

Committee	Committee Chairman<br><br>(CDN $)	Other Committee Members<br><br>(CDN $)
Audit Committee	15,000	7,500
Compensation & Corporate Governance Committee	10,000	5,000
Sustainability and Technical Committee	10,000	7,500

There are no other arrangements under which the Directors who are not Named Executive Officers (as defined herein) were compensated by the Company or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors.

The Company does not have a pension, retirement or similar benefits scheme for directors.

Director Compensation Table

Name of Director<br><br>****	Fees<br><br>(paid in cash)<br><br>($)^1,2^	Share- based<br><br>awards^2^<br><br>($)	Option-based<br><br>awards^3^<br><br>($)	Non-equity incentive plan compensation<br><br>($)	All other<br><br>compensation<br><br>($)	Total<br><br>($)^1^
Christine Carson	Nil	37,045	86,052	Nil	Nil	123,097
Alex Davidson	Nil	64,829	100,715	Nil	Nil	165,544
Alan R. Edwards	Nil	44,454	100,715	Nil	Nil	145,169
Bradley R. Kipp	24,079	24,079	100,715	Nil	Nil	148,873
Gordon E. Pridham	23,153	23,153	100,715	Nil	Nil	147,021
Manuel Rivera	21,301	21,301	102,017	Nil	Nil	144,619
Lorie Waisberg	Nil	50,011	100,715	Nil	Nil	150,726
(1)	All fees have been converted to U.S. funds using a conversion rate of 1.3497.
---	---
(2)	Fees earned may be paid in cash or DSUs. The number of DSUs granted on a quarterly basis is calculated based on the fees owed for the applicable quarter, divided by the VWAP price of the Common Shares of the Company for the 5 days preceding the end of each quarter, with an increase to the number of DSUs to be granted at a factor of 1.25 of the fees owed.
(3)	The fair value of option-based awards is determined in accordance with ‘IFRS 2 Share-based payment’ of IFRS. The Company uses the Black- Scholes model to estimate fair value of stock options annually granted and is determined by multiplying the number of stock options granted by their value following this method. This value is equal to the accounting value established in accordance with IFRS. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company’s Common Shares and option-based awards. Sums in this column are not cash but are fair market value of the Options granted and the date of grant.
80
---
Table of Contents

Directors’ Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all awards outstanding as of December 31, 2023 to non-executive directors of the Company. This includes awards granted in prior years.

	Option-based Awards			Share-based Awards
Name<br><br>****	Number of securities underlying unexercised option	Option exercise price	Value of unexercised in-the- money options^1^	Number of shares or units of shares that have not vested	Market or payout value of share- based awards that have not<br><br>vested	Market or payout value of vested share- based awards not paid out or distributed
	(#)	(CDN )	(CDN $)	(#)	(CDN $)	(CDN $)^2^
Christine Carson^3^	150,000	0.71	Nil	Nil	Nil	63,611
	250,000	0.90	Nil	Nil	Nil
	225,000	0.31	Nil	Nil	Nil
Alex Davidson				Nil	Nil	190,867
	90,000	3.54	Nil
	150,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31	Nil
Alan R. Edwards				Nil	Nil	127,791
	90,000	3.54	Nil
	150,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31	Nil
Bradley R. Kipp				Nil	Nil	99,435
	90,000	3.54	Nil
	150,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31	Nil
Gordon E.<br><br>Pridham				Nil	Nil	87,036
	90,000	3.54	Nil
	150,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31
Manuel Rivera				Nil	Nil	74,991
	90,000	3.54	Nil
	175,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31	Nil
Lorie Waisberg				Nil	Nil	141,521
	90,000	3.54	Nil
	150,000	1.70	Nil
	225,000	1.25	Nil
	250,000	0.90	Nil
	225,000	0.31	Nil

All values are in US Dollars.

(1)	Calculated based on the difference between $0.33, the closing price of the Common Shares on the TSX on December 31, 2023, and the exercise price of the options. The value shown in this column does not represent the actual value the individual NEO could receive. The actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.
(2)	Amounts represent DSUs granted to the directors as deferred payments of the directors’ annual retainer. The DSUs are redeemable for either cash or Common Shares of the Company. The market or payout value is based on closing price at December 31, 2023.
(3)	Christine Carson was elected to the Board in May 2022.
81
---
Table of Contents

Directors’ Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets out the aggregate dollar value that would have been realized by the directors of the Company if the options under the option-based award had been exercised on the vesting date during the most recently completed fiscal year ended December 31, 2023.

Name<br><br>****	Option-based awards- Value<br><br>vested during the year^1^<br><br>(CDN $)	Share-based awards-Value<br><br>vested during the year^2^<br><br>(CDN $)	Non-equity incentive plan compensation-Value<br><br>earned during the year<br><br>(CDN $)
Christine Carson	Nil	63,611	Nil
Alex Davidson	Nil	190,867	Nil
Alan R. Edwards	Nil	127,791	Nil
Bradley R. Kipp	Nil	99,435	Nil
Gordon E. Pridham	Nil	87,036	Nil
Manuel Rivera	Nil	74,991	Nil
Lorie Waisberg	Nil	141,521	Nil
(1)	Calculated using the difference between the exercise price and the closing price of the Common Shares on the TSX immediately before the vesting date. The value shown in this column does not represent the actual value the individual NEO could receive. The actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.
---	---
(2)	Amounts represent DSUs granted to the directors as deferred payments of the director’s board fees. The DSUs are redeemable for either cash or Common Shares of the Company. The market or payout value is based on closing price at December 31, 2023.

Executive Compensation

The Company’s executive compensation policies and practices, including information about the compensation of the CEO, the CFO and the three other most highly compensated officers of the Company, who served as executive officers of the Company during the financial year ended December 31, 2023 (collectively the “NEOs”) are discussed in this section.

82
Table of Contents

Summary Compensation Table

The following table sets forth the compensation awarded, paid to or earned by the Company’s NEOs during the fiscal year ended December 31, 2023.

Name and<br><br>principal position	Year	Salary<br><br>($)^1^	Non-equity discretionary annual incentive plan^2^<br><br>($)^1^	Share- based awards^3^<br><br>($)	Option-based<br><br>awards^4^<br><br>($)	All other<br><br>compensation<br><br>($)	Total<br><br>Compensation<br><br>($)
Darren Blasutti<br><br>President and CEO	2023	303,771	91,131	Nil	326,353	3.694	724,949
	2022	292,060	257,013	Nil	493,690	3,671	1,046,434
	2021	287,195	172,318	Nil	714,670	3,635	1,177,818
Daren Dell<br><br>Former COO	2023	251,907	42,231	Nil	180,837	978	475,953
	2022	242,102	159,788	Nil	256,019	950	658,859
	2021	239,329	107,698	Nil	402,251	811	750,089
Warren Varga<br><br>CFO	2023	240,794	54,178	Nil	202,761	3,694	501,427
	2022	230,574	121,743	Nil	253,980	3,671	609,968
	2021	227,363	81,851	Nil	386,182	4,072	699,468
Peter McRae<br><br>SVP Corporate Affairs & Chief Legal Officer CLO	2023	222,271	27,783	Nil	147,851	3,694	401,599
	2022	219,045	72,285	Nil	270,261	3,671	565,262
	2021	215,396	64,619	Nil	426,136	3,979	710,130
Stefan Axell<br><br>VP Corporate Development & Communications	2023	179,669	Nil	Nil	115,217	978	295,864
	2022	180,616	39,736	Nil	207,891	1,736	429,979
	2021	179,497	43,079	Nil	358,323	811	581,710
(1)	All amounts in U.S. dollars. Amounts that were paid in Canadian dollars have been converted to U.S. dollars using an exchange rate of 1.2535 for 2021, 1.3011 for 2022 and 1.3497 for 2023.
---	---
(2)	Amounts posted represent cash payment of annual incentive plan for the respective year with amount typically paid early in the following year.
(3)	Amounts posted represent value of restricted share units (“RSUs”) granted in respect of the covered year.
(4)	Granted in respect of the covered year. The fair value of option-based awards is determined in accordance with ‘IFRS 2 Share-based payment’ of IFRS. The Company uses the Black-Scholes model to estimate fair value of stock options annually granted and is determined by multiplying the number of stock options granted by their value following this method. This value is equal to the accounting value established in accordance with IFRS. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company’s Common Share and option-based awards. Sums in this column are not cash but are fair market value of the Options granted on the date of grant.
83
---
Table of Contents

The following table sets forth information concerning all awards outstanding as of December 31, 2023 granted by the Company to NEOs. This includes awards granted in prior years.

OPTION-BASED AWARDS				SHARE-BASED AWARDS
Name<br><br>****	Number of securities underlying unexercised options	Optionexercise price	Value of unexercised<br><br>in- the- money<br><br>Options^1^	Number of<br><br>shares or units<br><br>of shares that<br><br>have not<br><br>vested	Market or payout<br><br>value of<br><br>share- based awards<br><br>that have not<br><br>vested	Market or payout value of vested share-based awards not paid out or distributed^2^
	(#)	(CDN )	(CDN $)	(#)	(CDN $)	(CDN $)
Darren Blasutti<br><br>President and CEO	375,000<br><br>710,000<br><br>700,000<br><br>750,000<br><br>900,000	3.541.701.240.900.31	Nil<br><br>Nil<br><br>Nil<br><br>Nil<br><br>Nil<br><br>Nil	Nil	Nil	Nil
Daren Dell<br><br>Former COO	300,000<br><br>400,000<br><br>350,000<br><br>500,000	3.541.701.240.90	Nil<br><br>Nil<br><br><br><br>Nil	Nil	Nil	Nil
Warren Varga<br><br>CFO	250,000<br><br>390,000<br><br>350,000<br><br>500,000<br><br>600,000	3.541.701.240.900.31	Nil<br><br>Nil<br><br>Nil<br><br>Nil<br><br>Nil	Nil	Nil	Nil
Peter McRae<br><br>SVP Corporate Affairs & CLO	250,000<br><br>510,000<br><br>325,000<br><br>300,000<br><br>400,000	3.541.701.240.900.31	Nil<br><br>Nil<br><br>Nil<br><br>Nil<br><br>Nil	Nil	Nil	Nil
Stefan Axell<br><br>VP Corporate Development & Communications	250,000<br><br>300,000<br><br>250,000<br><br>300,000	3.541.701.240.90	Nil<br><br>Nil<br><br><br><br>Nil	Nil	Nil	Nil

All values are in US Dollars.

(1)	Calculated based on the difference between $0.33, the closing price of the Common Shares on the TSX on December 31, 2023, and the exercise price of the options.
(2)	Amounts represent vested RSUs granted to the NEOs as deferred payment of incentive awards. The RSUs are redeemable for Common Shares of the Company or cash (at the Company’s option). The market payout value is based on the closing price at December 31, 2023.
84
---
Table of Contents

Incentive Plan Awards-Value Vested or Earned During the Year

The following table sets forth, for each NEO, the value of all incentive plan awards vested or earned during the year ending December 31, 2023.

Name<br><br>****	Option-based awards-Value<br><br>vested during the year^1^	Share-based awards-Value<br><br>vested during the year^2^	Non-equity incentive plan compensation-Value<br><br>earned during the year^3^
	(CDN $)	(CDN $)	(CDN $)
Darren Blasutti<br><br>President, CEO, and Director	Nil	Nil	123,000
Daren Dell<br><br>Former COO	Nil	Nil	57,000
Warren Varga<br><br>CFO	Nil	Nil	73,125
Peter McRae<br><br>SVP Corporate Affairs & CLO	Nil	Nil	37,500
Stefan Axell<br><br>VP Corporate Development & Communications	Nil	Nil	Nil
(1)	Calculated using the difference between the exercise price and the closing price of the Common Shares of the Company on the TSX immediately before the vesting date. The value shown in this column does not represent the actual value the individual NEO could receive. The actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.
---	---
(2)	The amounts posted represent RSUs granted to defer payment of an annual incentive bonus. The RSUs are either cash settled or settled either for cash or for Common Shares in the Company.
(3)	These amounts represent cash bonuses paid to the NEOs, relating to performance as determined at the discretion of the CCG Committee. All amounts are paid in either cash or Common Shares.

Termination and Change of Control Benefits

The Company has the following arrangements pursuant to employment agreements that provide for payments to an NEO at, following or in connection with termination and a change in control of the Company as of December 31, 2023.

CEO and other NEOs

If the CEO, Mr. Blasutti, is terminated (without cause), his agreement provides for (i) payment of salary and vacation earned to the date of termination plus a pro rata bonus calculation for the period up to the date of termination; (ii) a severance payment equal to 2 times (the “Multiple”) the then current year’s base salary and the highest annual incentive bonus amount paid or owing in the three previously completed fiscal years; and (iii) in accordance with applicable policies and the Employment Standards Act, 2000, benefits coverage through the severance period (or payment in lieu thereof). In the event of termination within 12 months of a change in control of the Company, the agreement provides for (i) payment of salary and vacation earned to the date of termination plus a pro rata bonus calculation for the period up to the date of termination; (ii) a severance payment equal to 2 times the then current year’s base salary and the greater of (a) the target annual incentive bonus, and (b) the highest annual incentive bonus amount paid or owing in the three previously completed fiscal years; and (iii) in accordance with applicable policies and the Employment Standards Act, 2000, benefits coverage through the severance period (or payment in lieu thereof). Assuming the termination as noted above were to have occurred as of December 31, 2023, the estimated incremental cash payment to be made would be $1,103,059 (termination without just cause) and $1,215,084 (termination within 12 months of change in control).

85
Table of Contents

If any of the other NEOs is terminated (without just cause) their agreements provide for (i) payment of salary and vacation earned to the date of termination plus a pro rata bonus calculation for the period up to the date of termination; (ii) a severance payment equal to one times the then current year’s base salary and the highest annual incentive bonus amount paid or owing in respect of the three previously completed fiscal years; and (iii) in accordance with applicable policies and governing law benefits coverage through the severance period (or payment in lieu thereof). In the event of termination within 12 months of a change in control of the Company, their agreements provide for (i) payment of salary and vacation earned to the date of termination plus a pro rata bonus calculation for the period up to the date of termination; (ii) a severance payment calculated at a Multiple of between 1 to 2 times^5^ the then current year’s base salary and the greater of (a) the target annual incentive bonus, and (b) the highest annual incentive bonus amount paid or owing in respect of the three previously completed fiscal years. Assuming a termination occurred as of December 31, 2023, the estimated incremental cash payments to each of the NEOs would be as follows: Warren Varga – $358,153 (termination without just cause) and $842,779 (termination within 12 months of change in control), Daren Dell – $405,942 (termination without just cause) and $906,868 (termination within 12 months of change in control), Peter McRae – $291,953(termination without just cause) and $666,814 (termination within 12 months of change in control) and Stefan Axell – $219,678 (termination without just cause) and $426,715 (termination within 12 months of change in control).

The calculations above do not include any amounts for pro rata bonus calculations in each case under section “(i)”. If applicable, the incremental cash payment may also include any RSUs granted in place of annual incentive plan cash bonuses which may be redeemed (in accordance with the terms of the grant). Any unvested Options at the time of the change in control will vest immediately (in accordance with the terms of the grant) and, subject to the discretion of the Board, will expire in accordance with the terms of the Stock Option Plan (i.e., generally 90 days after the date of termination).

C. Board Practices

The table below details the date since which each Director has served on the Company’s Board.

Director's Name	Date of Appointment as Director
Alex Davidson	July 6, 2011
Darren Blasutti	July 6, 2011
Christine Carson	May 13, 2022
Alan R. Edwards	June 23, 2011
Bradley R. Kipp	June 12 2014
Gordon E. Pridham	November 10, 2008
Manuel Rivera	August 2, 2017
Lorie Waisberg	July 6, 2011

The Board does not believe it should establish director term limits, although the length of service of each director will be considered. Term limits could result in the loss of directors who have been able to develop, over a period of time, significant insight into the Company and its operations and an institutional memory that benefits the Board as well as management. As an alternative to term limits, the CCG Committee will review each director’s continuation on the Board annually. This will allow each director the opportunity to confirm his or her desire to continue as a member of the Board and allow the Company to replace directors where, upon recommendation of the CCG Committee, the Board makes a determination in that regard.

_____________________________

^5^The Multiple increases at a rate of one month for each completed year, up to a maximum of 1.5 or 2 times, as applicable.

86
Table of Contents

Committees of the Board

To assist it in exercising its responsibilities, the Board established three standing committees of the Board effective January 30, 2015: the Audit Committee, the CCG Committee and the S&T Committee. The Board may establish other standing committees from time to time as it considers appropriate. Each committee is governed by a written charter as referenced below. At a minimum, each charter clearly establishes the committee’s purpose, responsibilities, member qualifications member appointment and removal, structure and operations (including any authority to delegate to individual members and subcommittees), and manner of reporting to the Board. Each charter is reviewed by the Board (or the CCG Committee) annually. The Board is responsible for appointing directors to each of its committees, in accordance with the written charter for each committee.

Compensation and Corporate Governance Committee

The CCG Committee assists the Board in overseeing certain compensation and succession planning matters as well as fulfilling the corporate governance and director nominating responsibilities of the Company. The CCG Committee is composed of: Lorie Waisberg (Chair), Gordon E. Pridham, and Alex Davidson, each of whom is “independent” pursuant to Section 803A and 805(c) of the NYSE American Company Guide (“Company Guide”). Each of the members of the CCG Committee has direct experience in the management and administration of compensation matters in their role as an executive officer or a board member. This experience has involved the planning and development of such programs and an analysis of competitive trends in compensation and pay for performance practices. Collectively, the attributes and experiences of the members ensure that the CCG Committee will function effectively in reviewing, assessing and recommending to the Board appropriate compensation policies and practices for the Company.

The CCG Committee has the responsibility of maintaining awareness of competitive compensation practices and of reviewing and reporting to the Board, on at least an annual basis, recommendations on compensation packages for the executive officers and directors of the Company. The CCG Committee generally assumes responsibility for assisting the Board in respect of compensation policies for the Company, and in conjunction with the CEO, assessing the performance of the officers of the Company in fulfilling their responsibilities and meeting business objectives. The CCG Committee, following input from the Board, also annually assesses the performance of the CEO. The Company’s CEO cannot be present during the CCG Committee’s deliberations or vote.

The CCG Committee’s responsibilities include a review of the attainment of the performance targets established for the payout, if any, of the annual cash bonus awards for the current year as well as the proposed bonus targets for the next following year including the selection of the performance criteria, the establishment of the performance targets, the participants in the executive incentive bonus programs, the percentage of a participants salary subject to an award and the establishment of individual and corporate objectives. The end-of-year meeting of the CCG Committee may also include a review and recommendation to the Board of proposed changes to base salary as well as the proposed grant of long-term incentive awards comprised of time-based share unit awards or stock options to acquire the Company’s common shares to eligible participants.

The Company’s CCG Committee Charter is available on the Company’s website at www.americas-gold.com.

Audit Committee

The Board has a separately designated standing Audit Committee (the “Audit Committee”) established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company in accordance with Section 3(a)(58)(A) of the Exchange Act. As of the date of this Annual Report, the Company’s Audit Committee is comprised of Bradley R. Kipp (Chair), Lorie Waisberg and Gordon E. Pridham, each of whom the Board has determined is independent under Section 803A of the Company Guide and Rule 10A-3 under the Exchange Act.

87
Table of Contents

The Board has also determined that each member of the Audit Committee is financially literate, meaning each such member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

The Company’s Audit Committee Mandate is available on the Company’s website at www.americas-gold.com.

D. Employees

The following table sets forth the number of employees we had at the end of each fiscal period:

Fiscal 2021	Galena<br><br>Complex	Cosalá<br><br>Operations	Relief<br><br>Canyon	Corporate	Total
Salary	42	98	4	10	173
Hourly	212	11	200	1	424
Total	254	15	298	1111	578
Fiscal 2022	Galena<br><br>Complex	Cosalá<br><br>Operations	Relief<br><br>Canyon	Corporate	Total
---	---	---	---	---	---
Salary	43	113	3	12	171
Hourly	194	228	12	0	434
Total	237	341	15	12	605
Fiscal 2023	Galena<br><br>Complex	Cosalá<br><br>Operations	Relief<br><br>Canyon	Corporate	Total
---	---	---	---	---	---
Salary	45	114	3	11	173
Hourly	210	231	8	0	449
Total	255	345	11	11	622

The applicable hourly employees are each represented by respective labour unions at the Galena Complex and Cosalá Operations.

E. Beneficial Share Ownership

As of April 22, 2024, our directors and NEOs, as a group, held a total of 17,570,869 Common Shares, representing beneficial ownership of 6.60% of the 266,308,018 outstanding Common Shares and Common Shares subject to derivative securities held by our directors and NEOs that are currently exercisable or convertible or that will be exercisable or convertible within 60 days after April 22, 2024.

The table below sets forth the number of Common Shares beneficially owned by our directors and NEOs as of April 22, 2024. Beneficial and percentage ownership is determined in accordance with the rules and regulations of the SEC, which is based on voting or investment power with respect to Common Shares, and this information does not necessarily indicate beneficial ownership for any other purpose. In accordance with SEC rules in computing the number of Common Shares beneficially owned by each director and NEO, Common Shares subject to derivative securities held by a director or NEO that are currently exercisable or convertible, or that will be exercisable or convertible within 60 days after April 22, 2024 are deemed outstanding for purposes of such director or NEO, but not for any other director or NEO.

88
Table of Contents

Beneficial Shareholdings of Directors and Executive Officers

Name of Beneficial Owner	Common Shares Held			DSUs^2^
Darren Blasutti		1,322,078	2,585,000	Nil		3,907,078	1.54
Daren Dell		16,400	1,383,332	Nil		1,399,732	0.55
Warren Varga		1,526	1,523,332	Nil		1,524,858	0.60
Peter McRae		381	1,418,333	Nil		1,418,714	0.56
Stefan Axel		130,000	1,000,000	Nil		1,130,000	0.45
Christine Carson	Nil		341,666		247,569	534,471	0.23
Alex Davidson		563,020	706,666		674,300	1,848,072	0.77
Alan R. Edwards		20,597	706,666		453,014	1,114,508	0.47
Bradley R. Kipp	Nil		706,666		336,942	1,007,983	0.41
Gordon E. Pridham		128,161	706,666		298,001	1,098,573	0.45
Manuel Rivera	Nil		731,666		258,760	958,972	0.39
Lorie Waisberg		100,618	706,666		502,843	1,226,137	0.52
Total		2,282,781	12,516,659		2,771,429	17,570,869	6.60	%
1.	Options that have vested regardless of “in the money” strike price.
---	---
2.	DSUs are exercisable by non-executive directors upon their separation from the Board.

Securities Authorized for Issuance Under Equity Incentive Compensation Plans

The Company has adopted the Stock Option Plan for directors, officers, employees and eligible service providers of the Company and its subsidiaries.

The following table provides information on the Company’s Option and share based incentive plans as of December 31, 2023.

	Number of Common Shares<br><br>to be Issued Upon Exercise<br><br>of Outstanding Options	Weighted-Average Exercise<br><br>Price of Outstanding Options<br><br><br><br>(CDN $)	Number of Common Shares<br><br>remaining Available for<br><br>Future Issuance Under Equity<br><br>Compensation Plans
Equity Compensation Plans Approved By Shareholders – Stock Option Plan	17,370,000	1.30	1,209,020
Equity Compensation Plans Approved By Shareholders – DSUs(1)	2,379,554	N/A	499,190
Equity Compensation Plans Approved By<br><br>Shareholders – RSUs(2)	N/A	N/A	250,000
Total	19,749,554	$1.30	1,958,210
(1)	DSUs granted as deferred payment of director’s annual retainer payments.
---	---
(2)	RSUs granted as deferred payment of annual incentive bonus for officers.
89
---
Table of Contents

Summaries of Equity Incentive Compensation Plans

Stock Option Plan

The Company’s stock option plan (the “Stock Option Plan”) was most recently amended, restated and approved by shareholders at the annual and special meeting of Shareholders held on June 29, 2022 (the “2022 Company Meeting”). The timing of the grant, and number of Common Shares made subject to option with respect to Options proposed to be granted by the Company to its executive officers is recommended by the CEO, reviewed and recommended (or revised, if thought appropriate) by the CCG Committee, and approved by a resolution of the Board. Consideration in determining option grants is given to, amongst other things, the total number of Options outstanding, current and future expected contribution to the advancement of corporate objectives by such individual, the position of the individual, tenure, and the status of previous option grants to such individuals. No specific weightings are assigned to each factor; instead a subjective determination is made based on an assessment of the individual relative to such factors. Grants of Options also comprise a portion of the compensation package offered to attract and retain new directors and executive officers to the Company. The periodic consideration of such awards typically takes place annually early in the fiscal year. Options granted by the Board are priced at the closing price of the Common Shares on the TSX on the last trading day prior to the date of grant.

As part of its annual compensation review, the Company granted options to its management (including NEOs) and Board on January 12, 2023 and December 19, 2023. A summary of details of the grants made in 2023 are set out below:

·	January 12, 2023 – 4,275,000 Options granted to independent directors (250,000/director) and 2,525,000 Options granted to officers and certain employees with an exercise price of $0.90. These options have a three-year term and vest over a three-year period (1/3 upon grant, 1/3 on the first anniversary of the grant date and 1/3 on the second anniversary of the grant date).
·	December 19, 2023 – 3,925,000 Options granted to independent directors (225,000/director) and 2,350,000 Options granted to officers and certain employees with an exercise price of $0.31. These options have a three-year term and vest over a three-year period (1/3 upon grant, 1/3 on the first anniversary of the grant date and 1/3 on the second anniversary of the grant date).

All such Options vest immediately upon a change of control of the Company, subject to required approvals, or upon an applicable director ceasing to be on the Board in connection with a transaction involving the Company.

Officers, directors, employees and consultants of the Company are eligible to participate in the Stock Option Plan. Options issued thereunder allow participants (“SOP Participants”) to purchase Common Shares at a specified exercise price within a specified maximum exercise period of 10 years. The purpose of the Stock Option Plan is to improve the Company’s long-term financial success by closely aligning the SOP Participants’ personal interests with those of the Company’s shareholders.

For the purposes of the Stock Option Plan, the option price shall be established at the time each Option is granted, which shall in all cases be not less than the closing price of the Common Shares on TSX or the NYSE American, as applicable, immediately preceding the date of grant.

Subject to the provisions of the Stock Option Plan, the Board shall have the authority to determine the limitation, restrictions and conditions, if any, applicable to the exercise of an Option, including, without limitation, vesting and performance conditions and the nature and duration of the restrictions, if any, to be imposed upon the exercise of the Option.

90
Table of Contents

Options may not be transferable or assignable, in whole or in part other than if a SOP Participant dies. If a SOP Participant dies while an eligible person, the legal representative of the SOP Participant may exercise the SOP Participant’s Options on or before the earlier of the expiry date of the Option and the date that is twelve months after the date of the SOP Participant’s death, but only to the extent the Options were by their terms exercisable on the date of death.

Except as otherwise determined by the Board, if a SOP Participant ceases to be an eligible person for any reason whatsoever other than death, each Option held by the SOP Participant will cease to be exercisable on or before the earlier of the expiry date of the Option and 90 days after the date on which a such SOP Participant ceases to be an eligible person in any capacity. If any portion of an Option is not vested by such date, that portion of the Option may not under any circumstances be exercised by the SOP Participant.

In lieu of paying the aggregate exercise price to purchase Common Shares as contemplated in the Stock Option Plan, a SOP Participant may elect to receive, without payment of cash or other consideration, except as required the Stock Option Plan and upon surrender of the applicable portion of a then vested and exercisable Option to the Company, the number of Common Shares determined in accordance with the formula for a cashless exercise set out the Stock Option Plan.

The Board has determined that the maximum number of Common Shares available for issuance upon redemption of Options, combined with the number of Common Shares issuable under all security-based compensation arrangements of the Company (including the Stock Option Plan, deferred share unit plan (the “DSU Plan”) and a restricted share unit plan (the “RSU Plan”)), will not exceed 10% of the issued and outstanding Common Shares at the date of the grant. The maximum number of Common Shares issuable at any time and issued within any one-year period to any insiders of the Company under all security-based compensation arrangements, including the DSU Plan and the RSU Plan, cannot exceed 10% of the issued and outstanding Common Shares.

In addition, pursuant to the Stock Option Plan (i) the maximum aggregate number of Common Shares reserved for issuance to all non-executive directors under the Stock Option Plan and all other security-based compensation arrangements of the Company is limited to 1% of the total number of Common Shares then issued and outstanding, (ii) the maximum value of Options granted under the Stock Option Plan to any non-executive director in a one-year period is limited to CDN $100,000, and (iii) the maximum aggregate value of all awards granted under the Stock Option Plan to any non-executive director combined with the value of all grants under other security-based compensation arrangements of the Company in such one-year period is limited to CDN $150,000.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the Stock Option Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders at the 2022 Company Meeting.

Subject to applicable regulatory approval and without limiting the generality of the foregoing, the Board may, in its discretion, without the consent of any SOP Participant, make the following amendments to the Stock Option Plan or an Option granted under the Stock Option Plan, as applicable, without obtaining approval of any shareholder of the Company:

(a)	Amendments to the terms and conditions of the Stock Option Plan necessary to ensure that the Stock Option Plan complies with applicable laws and regulatory requirements, including the requirements of the TSX or NYSE America, as applicable, in place from time to time;
(b)	Amendments to the provisions of the Stock Option Plan respecting administration of the Stock Option Plan;
(c)	Amendments to the provisions of the Stock Option Plan respecting the terms and conditions on which Options may be granted pursuant to the Stock Option Plan, including the vesting schedule;
(d)	The addition of, and subsequent amendment to, any financial assistance provision;
(e)	Amendments to the termination provisions of Options or the Stock Option Plan which do not entail an extension beyond the original expiry date;
(f)	The addition of a cashless exercise feature, payable in cash or securities;
(g)	amendments ensuring that the Options granted under the Stock Option Plan will comply with any provisions respecting the income tax and other laws in force in any country or jurisdiction of which a SOP Participant to whom an Option has been granted may from time to time be resident or a citizen;
(h)	amendments to the Stock Option Plan that are of a “housekeeping” nature; and
(i)	any other amendments not requiring shareholder approval under applicable laws or the requirements of the TSX or NYSE America, as applicable.
91
---
Table of Contents

The Board may not, without the approval of the Company’s shareholders, make amendments to the Stock Option Plan or an Option granted under the Stock Option Plan with respect to the following:

(a)	an increase to the maximum number or percentage of securities issuable under the Stock Option Plan;
(b)	a reduction in the exercise price of an outstanding Option or other entitlements under the Stock Option Plan;
(c)	any cancellation and reissue of Options or other entitlements;
(d)	any change to the definition of “Eligible Person” set out in the Stock Option Plan where such change may permit non-executive directors to participate on a discretionary basis under the Stock Option Plan;
(e)	an amendment to the prohibition on transferring or assigning Options under the Stock Option Plan;
(f)	an amendment to the amendment provisions of the Stock Option Plan so as to increase the ability of the Board to amend the Stock Option Plan without the approval of the Company’s shareholders;
(g)	an amendment that extends the term of Options beyond their original expiry; and
(h)	any changes to the limits set out in Section 1.4 of the Stock Option Plan.

Restricted Share Unit Plan

The Board has adopted a RSU Plan to allow the Company to settle grants in cash or by issuing Common Shares. The RSU Plan was most recently re-approved at the 2022 Company Meeting. The above discussion on rationale and the granting process with respect to Options is generally applicable to RSUs. To date, the Company has granted RSUs in two situations: (i) as a retention measure to employees, particularly at the projects of the Company and its affiliates who may not participate in the Stock Option Plan, with such grants typically vesting on the third anniversary of the date granted and settled in cash; or (ii) as a cash conservation measure, in lieu of earned annual incentive cash bonuses awarded (based on predetermined performance targets) to executive officers or corporate staff of the Company, with such grants vesting immediately but not fully redeemable until the first or second anniversary of the date of grant.

Employees of the Company and its affiliates and persons such other persons determined by the CCG Committee are eligible to participate in the RSU Plan. When vested, each RSU entitles a participant thereunder (a “RSU Participant”) to receive, subject to adjustments as provided for in the RSU Plan, one Common Share (subject to Shareholder approval of the RSU Plan) or payment in cash for the equivalent thereof. The terms and conditions of vesting (if applicable) of each grant are determined by the CCG Committee at the time of the grant. The vesting of each grant cannot extend beyond December 31^st^ of the third calendar year after the year in which the grant occurred. RSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of other than to the RSU Participant’s beneficiary or estate, as the case may be, upon the death of the RSU Participant. RSUs are akin to the DSUs and phantom shares that track the value of the underlying Common Shares, but do not entitle the recipient to the underlying Common Shares until such RSUs vest, nor do they entitle an RSU Participant to exercise voting rights or any other rights attaching to ownership or control of the Common Shares, until the RSU vests and the RSU Participant receives Common Shares.

Subject to the Board’s discretion to accelerate vesting and the provisions of any applicable Award Agreement, upon the RSU Participant incurring a termination date prior to the RSU vesting date, all RSUs previously credited to such RSU Participant’s account, which did not become vested RSUs on or prior to the RSU Participant’s termination date, shall be terminated and forfeited as of such termination date.

For the purposes of the RSU Plan, the value of the RSU on the redemption date is the number of RSUs in the RSU Participant’s account times the fair market value of the Common Shares which is the weighted average price of the Common Shares on the TSX for the five days on which the Common Shares were traded immediately preceding such redemption date, but if the Common Shares did not trade on such trading days, the fair market value shall be the average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day.

92
Table of Contents

The Company may from time to time impose trading blackouts during which some or all RSU Participants may not trade in the securities of the Company. If the redemption date of any grant falls within such a blackout period, it shall be automatically extended to the date which is ten business days following the end of such blackout period.

Subject to applicable regulatory approval, the Board may, in its discretion, without the consent of any RSU Participant, amend or terminate the RSU Plan; provided, however, that no such amendment may, unless required by law, adversely affect the rights of any RSU Participant with respect to RSUs to which the RSU Participant is then entitled to without their written consent. Without limiting the generality of the foregoing, the Board may make the following amendments to the RSU Plan without obtaining Shareholder approval:

(a)	amendments to the vesting provisions of the RSU Plan and any Award Agreement;
(b)	amendments to the terms and conditions of the RSU Plan necessary to ensure that the RSU Plan complies with the applicable laws, regulations, rules, orders of governmental or regulatory authorities or the requirements of the TSX in place from time to time;
(c)	amendments to the provisions of the RSU Plan respecting administration of the RSU Plan;
(d)	amendments to the provisions of the RSU Plan respecting the terms and conditions on which RSU awards may be made pursuant to the RSU Plan;
(e)	amendments to the RSU Plan that are of a “housekeeping” nature; and
(f)	any other amendments, fundamental or otherwise, not requiring Shareholder approval under the RSU Plan, applicable laws or applicable policies of the TSX.

The Board may not, without the approval of the Company’s shareholders, make the following amendments to the RSU Plan:

(a)	an increase to the RSU Plan maximum or the number of Common Shares reserved for issuance under the RSU Plan;
(b)	any amendment to the amendment provisions in Sections 5.2.2 and 5.2.3 of the RSU Plan;
(c)	extension of the termination or expiry of an RSU Award;
(d)	the removal or increase of “Insider Participation Limits”;
(e)	any change that would materially modify the eligibility requirements for participation in the RSU Plan; and
(f)	any amendment that permits the assignment or transfer of a RSU other than for normal estate planning purposes.

The Board determined that the maximum number of Common Shares available for issuance upon the redemption of RSUs, combined with the number of Common Shares reserved for issuance under all full-award security-based compensation arrangements of the Company (consisting of the DSU Plan and the RSU Plan) and all security-based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the RSU Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares reserved for issuance at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the Stock Option Plan, the DSU Plan and the RSU Plan, cannot exceed 10% of the issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and RSU Plan for share-settled DSU and RSU award grants).

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the RSU Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders at the 2022 Company Meeting.

When vested, each RSU entitles the RSU participant to receive, subject to adjustments as provided for in the RSU Plan, one Common Share or payment in cash for the equivalent thereof based on the weighted average trading price of the Common Shares on the five trading days immediately preceding the redemption date. The terms and conditions of vesting (if applicable) of each grant are determined by the CCG Committee at the time of the grant.

93
Table of Contents

Note that NEOs did receive certain cash payments in respect of previous years’ bonuses where they had elected to receive 25% of awarded cash bonuses in the form of RSUs (which may be settled in either Common Shares or cash). The number of RSUs granted equaled the dollar amount of the bonus payable by way of RSUs divided by the average closing price of the Common Shares for the five trading days immediately preceding the end of the fiscal year and grossed up by a factor of 1.25 to reflect the added risk of deferral exposure to the stock price. The award agreements for deferred payment provide that the RSUs granted thereunder vest immediately but may be redeemed only on a future date but otherwise immediately (i) in the event of a change in control of the Company, or (ii) upon the termination or death of the executive officer. In the event of termination, vested, cash settled RSUs may not be redeemed until the first and second anniversary dates of grant unless otherwise agreed by the CCG Committee. The CCG Committee retains discretion to at any time permit the acceleration of vesting or redemption dates (and resulting cash payment or exchange) as may be authorized by the Board.

Deferred Share Unit Plan

The purpose of the Company’s DSU Plan is to advance the interests of the Company and its affiliates by attracting and retaining highly competent persons as directors, to allow such persons to participate in the long-term success of the company and to promote a greater alignment of interests between the participants designated under the DSU Plan and the shareholders of the Company. The DSU Plan was most recently re-approved at the 2022 Company Meeting. To date, DSUs have only been granted to the Company’s non-executive Directors in lieu of earned board fees.

The DSU Plan is administered by the CCG Committee under the supervision of the Board. Under the DSU Plan, the CCG Committee may grant DSUs to directors who are not an employee or officers of the Company or any of its affiliates (“DSU Participants”, and each, a “DSU Participant”). The CCG Committee also determines the effective date of the DSU awards, the number of DSUs to be allocated, the terms and conditions of vesting (if any), and such other terms and conditions which the CCG Committee considers appropriate, subject to confirmation by the Board.

Each DSU award entitles the DSU Participant to receive, subject to adjustment as provided for in the DSU Plan, a lump sum cash payment or, at the Company’s discretion, Common Shares equal to the whole number of DSUs credited to the DSU Participant (plus a cash settlement for any fraction of a DSU). DSU awards are to be settled in the manner specified by the CCG Committee following the date the DSU Participant ceases to be a director of the Company but not later than December 15^th^ of the calendar year commencing immediately after the DSU Participant ceases to be a director of the Company (the “Settlement Date”).

DSUs are akin to phantom shares that track the value of the underlying Common Share, but do not entitle the DSU Participant to the underlying Common Shares, nor do they entitle a DSU Participant to exercise voting rights or any other rights attaching to ownership or control of the Common Shares, until the DSU vests (if applicable) and the DSU Participant receives Common Shares. DSUs and all other rights, benefits or interests in the DSU Plan are non-transferrable (other than to the DSU Participant’s beneficiary or estate, as the case may be, upon the death of the DSU Participant).

For the purposes of the DSU Plan, the value of the DSU on the Settlement Date is the market price, being the volume-weighted average price (VWAP) of the Common Shares on the TSX for the five trading days immediately preceding such Settlement Date, but if the Common Shares did not trade on such trading days, the market price shall be average of the bid and ask prices in respect of the Common Shares at the close of trading on such trading day.

The Company may from time to time impose trading blackouts in accordance with applicable securities laws during which some or all DSU Participants may not trade in the securities of the Company. If the Settlement Date of any Award of DSUs falls within such a blackout period, it shall be automatically extended to the date which is ten business days following the end of such blackout period.

In the event of the death of a DSU Participant prior to the settlement of the DSUs credited to his or her account, the Board shall, cause to be delivered to the estate of the DSU Participant or such DSU Participant’s beneficiary, the cash payment or number of Common Shares such DSU Participant would have been entitled to.

94
Table of Contents

Subject to applicable regulatory approval, the Board may, in its discretion, without the consent of any DSU Participant, amend or terminate the DSU Plan; provided, however, that no such amendment may, unless required by law, adversely affect the rights of any DSU Participant with respect to DSUs to which the DSU Participant is then entitled to without their written consent. Without limiting the generality of the foregoing, the Board may make the following amendments to the DSU Plan without obtaining Shareholder approval:

(a)	amendments to the vesting provisions of the DSU Plan and any DSU award agreement;
(b)	amendments to the terms and conditions of the DSU Plan necessary to ensure that the DSU Plan complies with the applicable laws, regulations, rules, orders of governmental or regulatory authorities or the requirements of the TSX in place from time to time;
(c)	amendments to the provisions of the DSU Plan respecting administration of the DSU Plan;
(d)	amendments to the provisions of the DSU Plan respecting the terms and conditions on which DSU awards may be made pursuant to the DSU Plan;
(e)	amendments to the DSU Plan that are of a “housekeeping” nature; and
(f)	any other amendments, fundamental or otherwise, not requiring Shareholder approval under the DSU Plan, applicable laws or applicable policies of the TSX.

The Board may not, without the approval of the Company’s shareholders, make the following amendments to the DSU Plan:

(a)	an increase to the DSU Plan maximum or the number of Common Shares reserved for issuance under the DSU Plan;
(b)	any amendment to the amendment provisions in Sections 8.2 and 8.3 of the DSU Plan;
(c)	extension of the termination or expiry of a DSU award;
(d)	the removal or increase of “Insider Participation Limits”;
(e)	any change that would materially modify the eligibility requirements for the participation in the DSU Plan; and
(f)	any amendment that permits the assignment or transfer of a DSU other than for normal estate planning purposes.

The Board has determined that the maximum number of Common Shares available for issuance upon redemption of DSUs, combined with the number of Common Shares issuable under all full-value security-based compensation arrangements of the Company (consisting of the DSU Plan and the RSU Plan) and all security-based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the RSU Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares issuable at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the Stock Option Plan, DSU Plan and the RSU Plan, cannot exceed 10% of the issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and RSU Plan for share-settled DSU and RSU award grants).

The maximum aggregate value of DSU awards granted under the DSU Plan to any non-employee director in a one-year period combined with the value of all grants under other security-based compensation arrangements of the Company in such one-year period will not exceed CDN$150,000. The foregoing limitation does not apply to grants of DSUs made in lieu of directors’ fees.

The number of DSUs granted on a quarterly basis is calculated based on the fees owed for the applicable quarter, divided by the VWAP of the Common Shares of the Company for the 5 days preceding the end of each quarter, with an increase to the number of DSUs to be granted at a factor of 1.25 of the fees earned.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated options, rights and other entitlements under a security based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the issuer’s securityholders. Since the DSU Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by Shareholders at the 2022 Company Meeting.

95
Table of Contents

Issued & Outstanding Securities

The Company may grant a maximum number of compensation securities convertible into common shares equal to 10% of the then issued and outstanding Common Shares (subject to the 5.0% sub-limit applicable under the DSU Plan and RSU Plan for share-settled DSU and RSU award grants). These securities can be issued in the form of Options, RSUs, DSUs, or any combination thereof. As of the date hereof, the Company may grant a maximum number of securities up to 21,142,815 Common Shares, representing 10% of Common Shares issued and outstanding (subject to the 10,571,407 Common Share sub-limit applicable under the DSU Plan and RSU Plan for share-settled DSU and RSU award grants). As of the Record Date, the Company has awarded outstanding securities of 16,270,000 options, no **** RSUs, and 1,275,792 DSUs representing approximately 7.70%, 0.00%, and 0.75% of the Common Shares issued and outstanding, respectively. The Company currently has a further 3,282,958 remaining securities available for grant representing approximately 1.55% of the Common Shares outstanding.

The following table sets forth the annual “burn rate” of the Stock Option Plan, the RSU Plan and the DSU Plan for each of the three most recently completed fiscal years, calculated using the TSX's prescribed methodology:

		2023	2022	2021
Burn Rate^1^	Stock Option Plan	3.86%	2.03%	2.61%
	RSU Plan	0.00%	0.00%	0.00%
	DSU Plan	0.46%	0.29%	0.25%
(1)	The above burn rates have been calculated using the TSX’s prescribed methodology. Under that methodology, the burn rate is the number of awards granted in a fiscal year, expressed as a percentage of the weighted average number of common shares outstanding for the applicable fiscal year calculated in accordance with the CPA Canada Handbook.
---	---

The Board has determined that the maximum number of Common Shares available for issuance upon the redemption of RSUs or DSUs, combined with the number of Common Shares issuable under all full-value security-based compensation arrangements of the Company (consisting of the DSU Plan and the RSU Plan) and all security-based compensation arrangements of the Company (consisting of the Stock Option Plan, the DSU Plan and the RSU Plan), will not exceed 5% and 10%, respectively, of the issued and outstanding Common Shares (on a non-diluted basis) at the date of the grant. The maximum number of Common Shares reserved for issuance at any time and issued within any one-year period to insiders of the Company under all security-based compensation arrangements, including the DSU Plan and the RSU Plan, cannot exceed 10% of the issued and outstanding Common Shares.

Other Compensation – Benefits and Perquisites

The Company’s benefits plans provide financial coverage in the event of illness, disability or death. The Company also supports reasonable expenses in order that employees continuously maintain and enhance their skills and health in the interest of the Company. Benefit plans during the applicable period were provided to NEOs on largely the same basis as other employees in the applicable jurisdiction.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

The Company has adopted a compensation recovery policy effective October 2, 2023 (referred to as the “Incentive Compensation Clawback Policy”) as required by NYSE American listing rules and pursuant to Rule 10D-1 of the Exchange Act. The Incentive Compensation Clawback Policy is filed as Exhibit 97.1 to this Annual Report. At no time during or after the fiscal year ended December 31, 2023 (as of the date of this Annual Report), was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Clawback Policy and, as of December 31, 2023, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Clawback Policy to a prior restatement.

96
Table of Contents

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

Beneficial and percentage ownership is determined in accordance with the rules and regulations of the SEC, which is based on voting or investment power with respect to Common Shares, and this information does not necessarily indicate beneficial ownership for any other purpose. In accordance with SEC rules, in computing the number of Common Shares beneficially owned by a shareholder, Common Shares subject to derivative securities held by that shareholder that are currently exercisable or convertible, or that will be exercisable or convertible within 60 days after April 22, 2024, are deemed outstanding for purposes of such shareholder, but not for any other shareholders. To the knowledge of management of the Company, based on a review of publicly available filings the following are the only persons or companies who beneficially own 5% or more of the outstanding common shares of the Company as April 22, 2024:

Name	Number of Common Shares Held		Number of shares from Warrants		Number of shares from Convertible Debentures^1^		Percentage of Common Shares
Delbrook Capital		19,026,355		3,159,000		12,500,000	9.9		%^2^
Royal Capital Management		32,634	Nil			16,000,000		6.00	%
Sandstorm		14,227,000		3,333,000	Nil			6.90	%
(1)	The amounts represent full conversion of all remaining principal.
---	---
(2)	Actual converted amounts equal 13% but Delbrook is limited to 9.9% in most cases under the convertible debentures.

All major shareholders have the same voting rights as all other shareholders of the Company.

Van Eck Associates Corporation filed Schedule 13Gs on February 14, 2024 and February 4, 2022 and GAM Holding filed Schedule 13Gs on January 28, 2022 and August 20, 2021 all representing greater than 5% ownership of common shares. Based on calculations as of April 22, 2024, neither has greater than 5%.

We are a publicly owned Company, and our Common Shares are owned by Canadian residents, United States residents, and residents of other countries. To our knowledge, we are not directly owned or controlled by another corporation, any foreign government or any other natural or legal person(s), whether severally or jointly. We are not aware of any arrangement, the operation of which may result in a change of control of us.

As of April 22, 2024, there were 297 registered holders of the Company’s Common Shares with addresses in the United States, with combined holdings of 82,512,943 Common Shares.

B. Related Party Transactions

There were no related party transactions for the year ended December 31, 2023.

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8 - FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

The consolidated financial statements of the Company and the report of the independent registered public accounting firm, PricewaterhouseCoopers LLP, are filed as part of this Annual Report under Item 18.

Legal Proceedings and Regulatory Actions

As of the end of financial year ended December 31, 2023, there are no material legal proceedings to which the Company is or was a party or of which any of its projects is or was the subject of, nor are any such proceedings known to the Company to be contemplated.

During the financial year ended December 31, 2023, the Company has not had any penalties or sanctions imposed on it by, or entered into any settlement agreements with, a court or a securities regulatory authority relating to securities laws, nor has Americas Gold and Silver been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

97
Table of Contents

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.

Dividend Policy

The Company has not paid any dividends on its Common Shares since incorporation and currently intends to retain future earnings, if any, to finance further business development. The declaration of dividends on Common Shares earnings, capital requirements, operating and financial condition and a number of other factors that the Board considers to be appropriate. There are no restrictions on the ability of the Company to pay dividends in the future.

B. Significant Changes

The Company has no significant changes to report since the date of the consolidated financial statements included with this Annual Report, except as disclosed in this Annual Report.

ITEM 9 - THE OFFERING AND LISTING

A. Offering and Listing Details

The Company’s Common Shares trade on the TSX under the symbol “USA” and on the NYSE American under the symbol “USAS”.

B. Plan of Distribution

Not Applicable.

C. Markets

See “Item 9.A – Offer and Listing Details”

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expenses of the Issue

Not Applicable.

ITEM 10 - ADDITIONAL INFORMATION

A. Share Capital

Not Applicable.

B. Memorandum and Articles of Association

Americas Gold and Silver is governed by articles of incorporation dated May 12, 1998, as amended (the “Articles”), under the CBCA, and by the by-law dated April 18, 2019 (the “By-law”). The Company has an authorized share capital of an unlimited number of Common Shares and 8,000,000 Class A Preferred Shares (“Preferred Shares”). As of April 22, 2024, there are 251,019,930 Common Shares and nil Preferred Shares issued and outstanding.

98
Table of Contents

Common Shares

The holders of Common Shares are entitled to receive dividends, if any, as and when declared by the Board out of monies properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine, and all dividends which the Board may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding. In the event of the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holder of the Common Shares shall be entitled to receive the remaining property and assets of the Company.

Preferred Shares

The Preferred Shares are convertible into Common Shares, in whole or in part, by the holders of Preferred Shares subject to the terms and conditions set out in the Articles. The Preferred Shares shall also automatically be converted into Common Shares upon the occurrence of certain events subject to the terms and conditions set out in the Articles. The holders of Preferred Shares are not entitled to receive notice of or to attend any meeting of the shareholders of the Company or to vote at any such meeting. The Preferred Shares shall be entitled to preference over the Common Shares and any other of the Company’s class or series of shares convertible into Common Shares with respect to the payment of dividends. In the event of the liquidation, dissolution or winding-up of the Company, or any return of capital, or any other distribution of the Company’s assets among its shareholders for the purpose of winding-up its affairs, the Preferred Shares shall rank pari passu with the Common Shares.

The Articles provide that the Company shall not affect any conversion of the Preferred Shares at the option of the holder, and the holder of the Preferred Shares shall not have the right to convert any portion of the Preferred Shares held by such holder, to the extent that after giving effect to the conversion set forth on the applicable notice of conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own or control in excess of 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares issuable upon conversion of the Preferred Shares held by the applicable holder. A holder of the Preferred Shares, upon not less than 61 days’ prior notice to the Company, may increase or decrease this limitation.

Objects and Purposes

The Articles and By-law do not specify objects and purposes and do not place any restrictions on the business that the Company may carry on.

Directors

The Articles provide that the minimum number of directors the Company must have is three (3) and the maximum number is nine (9). In accordance with the CBCA, at least 25% of the directors must be residents of Canada. In order to serve as a director, a person must be a natural person at least 18 years of age, capable and not bankrupt. Neither the Articles nor the By-law contain an age limit requirement for the retirement of directors. The Articles provide that the directors may, between annual meetings of the shareholders, appoint one (1) or more additional directors of the Company to serve until the next annual meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors elected at the previous annual meeting of the shareholders of the Company, provided that the total number of directors shall not exceed the maximum number of directors.

The directors are elected by a majority of the votes cast at the annual meeting at which an election of directors is required or at any special meeting of shareholders, to hold office until the election of their successors, except in the case of resignations or if their offices become vacant by death or otherwise.

Neither the Articles nor the By-law require directors to hold a minimum number of shares of the Company to qualify as a director.

The directors are entitled to remuneration determined by the Board or by a committee to which the Board may delegate the power to do so from time to time. There is no requirement for an independent quorum. Under the mandate of our Compensation and Corporate Governance Committee, comprised of at least three directors all of whom shall be independent directors, such committee is tasked with making recommendations to the Board concerning directors’ remuneration.

99
Table of Contents

The CBCA provides that a director who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with us must disclose to us the nature and extent of his or her interest at the time and in the manner provided by the CBCA, or request that same be entered in the minutes of the meetings of the Board, even if such contract, in connection with our normal business activity, does not require the approval of either the directors or the shareholders. The CBCA prohibits such a director from voting on any resolution to approve the contract or transaction unless the contract or transaction:

·	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.

The By-law provides that the Board may, on behalf of the Company and without authorization of the shareholders of the Company:

·	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.

Pursuant to the CBCA, the directors manage and administer business and affairs of the Company and exercise all such powers and authority as the Company is authorized to exercise pursuant to the CBCA, the Articles and the By-law. The general duties of the Company’s directors and officers under the CBCA are to act honestly and in good faith with a view to best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Any breach of these duties may lead to liability to the Company or the Company’s shareholders for breach of fiduciary duty or duty of care. In addition, a breach of certain provisions of the CBCA, including the improper payment of dividends or the improper purchase or redemption of shares, will render the directors who authorized such action liable to account to the Company for any amounts improperly paid or distributed.

Shareholder Actions

The CBCA provides that the Company’s shareholders may, with leave of a court, bring an action in the Company’s name and on behalf of the Company for the purpose of prosecuting, defending or discontinuing an action on behalf of the Company. In order to grant leave to permit such an action, the CBCA provides that the court must be satisfied that the Company’s directors were given adequate notice of the application, the shareholder is acting in good faith and that it appears to be in best interests of the Company that the action be brought.

Action Necessary to Change Rights of Shareholders

In order to change the rights of the shareholders of the Company, the Company would need to amend the Articles to effect the change. Such an amendment would require the approval at least two-thirds of the votes cast by shareholders entitled to vote (present in person or represented by proxy) at a duly called meeting of shareholders and, for certain amendments, the holders of shares of a class or of a series are entitled to vote separately as a class or series on a proposal to amend the Articles. For certain amendments, a shareholder is entitled under the CBCA to dissent in respect of such a resolution amending the Articles and, if the resolution is adopted and the Company implement such changes, demand payment of the fair value of its shares.

100
Table of Contents

Meetings of Shareholders

An annual meeting of shareholders is held each year for the purpose of considering the financial statements auditor’s report, election of directors, and re-appointment of the incumbent auditors. The Board has the power to call a special meeting of shareholders at any time. A quorum at any meeting of shareholders shall be two persons present and each holding or representing by proxy at least one issued share of the Company entitled to vote at the meeting for the choice of a chair of the meeting and for the adjournment of the meeting to a fixed time and place; for all other purposes a quorum for any meeting shall be persons present not less than two in number and holding or representing by proxy not less than 25% of the total number of the issued shares of the Company entitled to vote at the meeting for the time being enjoying voting rights at such meeting.

Notice of the day, hour and place of each meeting of shareholders must be given not less than 21 days, and not more than 60 days, before the date of each meeting to each director of the Company, , to the auditor of the Company and to each shareholder entitled to vote at the meeting. Notice of meeting of shareholders if special business is to be transacted thereat must state (i) the nature of the business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and (ii) the text of any special resolution to be submitted to the meeting.

The CBCA provides that the holders of not less than 5% of the Company’s outstanding voting shares may requisition the directors to call a meeting of shareholders for the purpose stated in the requisition. Except in limited circumstances, including where a meeting of shareholders has already been called and a notice of meeting already given or where it is clear that the primary purpose of the requisition is to redress a personal grievance against us or our directors, officers or shareholders, our directors, on receipt of such requisition, must call a meeting of shareholders. If the directors fail to call a meeting of shareholders within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting of shareholders and, unless the shareholders resolve otherwise at the meeting, the Company shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting of shareholders.

Advance Notice Provisions

The By-law contains certain provisions that are intended to: (1) facilitate orderly and efficient annual meetings or, where the need arises, special meetings; (2) ensure that all shareholders receive adequate notice of board nominations and sufficient information with respect to all nominees; and (3) allow shareholders to vote on an informed basis. Only persons who are nominated by shareholders in accordance with these advance notice provisions will be eligible for election as directors at any annual meeting of the Company’s shareholders, or at any special meeting of the Company’s shareholders if one of the purposes for which the special meeting was called was the election of directors.

Pursuant to the advance notice provisions under the By-law, the shareholders are required to provide advance notice of their intention to nominate any persons, other than those nominated by management, for election to the Board at a meeting of shareholders. Such notice must include the information prescribed in the bylaws.

To be timely, a shareholder’s notice must be received (i) in the case of an annual meeting of shareholders, not less than the 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be received not later than the close of business on the 10th day following the date of such public announcement; (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made; and (iii) notwithstanding the foregoing, in the case of an annual meeting of shareholders or a special meeting of shareholders that is not also an annual meeting but is called for the purpose of electing directors (whether or not also called for other purposes) where “notice-and-access” (as defined under applicable Canadian securities laws) is used for delivery of proxy-related materials and date on which the first public announcement of the date of the meeting was made is not less than 50 days before the date of the meeting, not less than 40 days prior to the date of the meeting. The By-law also prescribes the proper written form for a shareholder’s notice. The Board may, in its sole discretion, waive any requirement under these provisions.

These provisions could have the effect of delaying until the next shareholder meeting the nomination of certain persons for director that are favored by the holders of a majority of the Company’s outstanding voting securities.

Limitations on Right to Own Securities

Other than as set out herein, there is no limitation imposed by the laws of Canada or by the Articles or the By-law on the right of a non-resident to hold or vote the Common Shares.

The Investment Canada Act (Canada) may require review and approval by the Minister of Innovation, Science and Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being at least one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadian.

101
Table of Contents

Change of Control

There are no provisions in the Articles or the By-law that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company. However, certain types of change of control transactions will require shareholder approval of the Company’s shareholders and calling the necessary shareholder meeting for such transaction would delay the completion of the transaction.

Disclosure of Share Ownership

In general, under applicable securities regulations in the provinces and territories of Canada, a person or company who beneficially owns, or who directly or indirectly exercises control or direction over voting securities of a reporting issuer, voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities is an insider and must, within ten (10) days of becoming an insider, file a report in the required form effective the date on which the person became an insider, disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer.

Additionally, securities regulations in the provinces and territories of Canada provide for the filing of a report by an insider of a reporting issuer whose holdings change, which report must be filed within five days from the day on which the change takes place.

The By-law does not contain a provision governing the ownership threshold above which shareholder ownership must be disclosed.

C. Material Contracts

Except for contracts entered into in the ordinary course of business, the only material contracts the Company or a subsidiary is a party to as of the date of this Annual Report are the following:

·	The Precious Metals Delivery and Purchase Agreement with Sandstorm Gold Ltd., see under Item 4.A. - “Information on the Company – Three Year History – Fiscal 2022 and 2023” in this Annual Report for further information.
·	Joint Venture Agreement with Mr. Eric Sprott – The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for 40% of non-controlling interest of the Company’s Galena Complex with initial contribution of $15 million to fund capital improvements and operations.
·	The Convertible Debentures with RoyCap and the Delbrook Fund, see under Item 4.A. - “Information on the Company– Three Year History – Fiscal 2021, 2022 and 2023” in this Annual Report for further information.
102
---
Table of Contents

D. Exchange Controls

Canada has no system of exchange controls. There are no Canadian governmental laws, decrees, or regulations relating to restrictions on the repatriation of capital or earnings of the Company to non-resident investors. There are no laws in Canada or exchange control restrictions affecting the remittance of dividends or other payments made by the Company in the ordinary course to non-resident holders of the Common Shares by virtue of their ownership of such Common Shares, other than withholding tax. Certain payments to non-resident holders of the shares are discussed below in Item 10.E. - Certain United States Federal Income Tax Considerations and Certain Canadian Federal Income Tax Consequences.

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require that a “non-Canadian” not acquire “control” of the Company without prior review and approval by the Minister of Innovation, Science and Industry, where applicable thresholds are exceeded. The acquisition of one-third or more of the voting shares of the Company would give rise a rebuttable presumption of an acquisition of control, and the acquisition of more than fifty percent of the voting shares of the Company would be deemed to be an acquisition of control, as would the acquisition of all or substantially all of the Company’s assets. In addition, the Investment Canada Act provides the Canadian government with broad discretionary powers in relation to national security to review and potentially prohibit, condition or require the divestiture of, any investment in the Company by a non-Canadian, including non-control level investments. “Non-Canadian” generally means (i) an individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or (ii) a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

E. Taxation

Certain United States Federal Income Tax Considerations

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of Common Shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including without limitation specific tax consequences to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership, and disposition of Common Shares.

103
Table of Contents

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive, current or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:

·	an individual who is a citizen or resident of the U.S.;
·	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
·	an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·	a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to special tax accounting rules; (i) are partnerships and other pass-through entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders or investors in such S corporations); (k) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding Common Shares of the Company; (l) are U.S. expatriates or former long-term residents of the U.S.; (m) hold Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; or (n) are subject to the alternative minimum tax. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of Common Shares.

104
Table of Contents

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such owner. Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares.

Ownership and Disposition of Common Shares

The following discussion is subject to the rules described below under the heading “Passive Foreign Investment Company Rules”.

Taxation of Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC for the tax year of such distribution or the preceding tax year. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares (see “Sale or Other Taxable Disposition of Common Shares” below). However, the Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on Common Shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or the Common Shares are readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such Common Shares sold or otherwise disposed of. Any such gain or loss recognized on such sale or other disposition generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such Common Shares are held for more than one year.

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

105
Table of Contents

Passive Foreign Investment Company Rules

If the Company were to constitute a PFIC for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of Common Shares. The Company believes it was not classified as a PFIC for its most recently completed tax year and based on current business plans and financial expectations, the Company expects that it will likely not be a PFIC for the current tax year. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company will not become a PFIC for any tax year during which U.S. Holders own Common Shares.

In addition, in any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. A failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

The Company generally will be a PFIC if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income (the “asset test”), based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

If the Company were a PFIC in any tax year during which a U.S. Holder held Common Shares, such holder generally would be subject to special rules with respect to “excess distributions” made by the Company on the Common Shares and with respect to gain from the disposition of Common Shares. An “excess distribution” generally is defined as the excess of distributions with respect to the Common Shares received by a U.S Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder’s holding period for the Common Shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Common Shares ratably over its holding period for the Common Shares. Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences, including the QEF Election and the Mark-to-Market Election, such elections are available in limited circumstances and must be made in a timely manner.

U.S. Holders should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record-keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC.

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to these special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of Common Shares, and the availability of certain U.S. tax elections under the PFIC rules.

106
Table of Contents

Additional Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or payment received on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency received upon the sale, exchange or other taxable disposition of the Common Shares. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Dividends paid on the Common Shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of Common Shares generally will be United States source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Canada-U.S. Tax Convention may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

107
Table of Contents

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares will generally be subject to information reporting and backup withholding tax, currently at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Certain Canadian Federal Income Tax Consequences

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”) generally applicable to a person (a “Holder”) who acquires Common Shares as beneficial owner and who, for the purposes of the Tax Act and at all relevant times, is not resident or deemed to be resident in Canada, deals at arm's length with the Company, is not affiliated with the Company, holds such Common Share as capital property, does not use or hold, and is not deemed to use or hold, the Common Shares in carrying on business in Canada and has not acquired them and is not deemed to have acquired them in a transaction or transactions considered to be an adventure in the nature of trade, and is not an insurer that carries on business in Canada and elsewhere.

The term “U.S. Holder,” for the purposes of this summary, means a Holder who, for purposes of the Canada-U.S. Tax Convention (as defined below), is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention eligible for the full benefits of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention and related compliance requirements based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Holder that is an insurer that carries on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Holders should consult their own advisors.

This summary is based upon the current provisions of the Tax Act and the Regulations in force as of the date hereof, any specific proposals to amend the Tax Act and the Regulations (the “Tax Proposals”) which have been announced by or on behalf the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada‑United States Tax Convention (1980) (the “Canada‑U.S. Tax Convention”), and the Company's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency. This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Common Shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Holders should consult their own tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Holder on the Common Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% of the gross amount of the dividend if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable tax treaty or convention based on their particular circumstances.

108
Table of Contents

Disposition of Shares

A Holder will not be subject to tax under the Tax Act in respect of any capital gain, or entitled to deduct any capital loss, realized by such Holder on a disposition of Common Shares unless the Common Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Holder at the time of the disposition and are not “treaty‑protected property” (as defined in the Tax Act) of the Holder at the time of the disposition.

Generally, as long as the Common Shares are then listed on a designated stock exchange (which currently includes the TSX), the Common Shares will not constitute taxable Canadian property of a Holder, unless at any time during the 60‑month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Holder, persons with which the Holder does not deal at arm's length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Holder and/or persons which do not deal at arm's length with the Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the Common Shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, Common Shares may also be deemed to be “taxable Canadian property” of a Holder in other circumstances under the Tax Act. The Common Shares will constitute “treaty-protected property” for the purposes of the Tax Act only if any income or gain from the disposition of such Common Shares is exempt from tax under Part I of the Tax Act pursuant to the terms of an applicable income tax treaty or convention.

The Common Shares of a U.S. Holder will generally constitute “treaty**‑**protected property” for purposes of the Tax Act unless the value of the Shares is derived principally from real property situated in Canada. For this purpose, “real property” has the meaning that term has under the laws of Canada and includes any option or similar right in respect thereof and in any case, includes usufruct of real property, rights to explore for or to exploit mineral deposits, sources and other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.

If Common Shares are taxable Canadian property of a Holder and are not treaty‑protected property of the Holder at the time of their disposition, a Holder who disposes of, or is deemed to have disposed of, a Common Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Common Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Holder of such Common Share before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition.

Generally, and subject to the following paragraph, one half of any capital gain (a “taxable capital gain”) realized by a Holder must be included in the Holder's income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one half of any capital loss incurred by a Holder (an “allowable capital loss”) must generally be deducted from taxable capital gains realized by the Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

Proposed Amendments released by the Minister of Finance (Canada) on April 16, 2024 as part of the Federal Budget Under the April 2024 Proposed Amendments, the inclusion and deduction rate for capital gains and losses, respectively, will generally be increased from one-half to two-thirds (i) for corporations and trusts, and (ii) for individuals realizing net capital gains above an annual C$250,000 limit, in all cases for capital gains arising on or after June 25, 2024. Specific legislative proposals have not been released in respect of these Proposed Amendments.

Holders whose Common Shares may constitute taxable Canadian property should consult their own advisors.

F. Dividends and Paying Agents

Not Applicable.

G. Statement by Experts

Not Applicable.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. The SEC maintains a website that contains reports and other information regarding registrants that file electronically with the SEC at www.sec.gov.

We are required to file reports and other information with the securities commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR+") (www.sedarplus.ca), the Canadian equivalent of the SEC's electronic document gathering and retrieval system.

Copies of the documents referred to in this Annual Report are kept at our principal office.

I. Subsidiary Information

Not Applicable.

109
Table of Contents

J. Annual Report to Security Holders

Not Applicable.

ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A summary of the Company's risk exposures as it relates to financial instruments are reflected below:

A. 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 December 31, 2023, the Company’s exposure to credit risk with respect to trade receivables amounts to $5.9 million (2022: $5.6 million). The Company believes credit risk is not significant and there was no significant change to the Company’s allowance for expected credit losses as at December 31, 2023, and December 31, 2022.

B. Liquidity Risk

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

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

	December 31, 2023
			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	22,960	$	22,960	$	-	$	-	$	-
Pre-payment facility		2,250		2,250		-		-		-
Promissory notes		4,275		4,275		-		-		-
Interest on promissory notes		303		303		-		-		-
Convertible debenture		18,146		18,146		-		-		-
Interest on convertible debenture		2,002		2,002		-		-		-
Royalty payable		5,087		2,487		2,600		-		-
Metals contract liability		36,837		12,512		24,325		-		-
Projected pension contributions		6,604		1,558		1,926		2,046		1,074
Decommissioning provision		20,459		-		-		-		20,459
Other long-term liabilities		1,610		-		787		194		629
	$	120,533	$	66,493	$	29,638	$	2,240	$	22,162
110
---
Table of Contents

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

	December 31, 2023
			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	455	$	455	$	-	$	-	$	-
Other long-term liabilities		981		-		787		194		-
	$	1,436	$	455	$	787	$	194	$	-

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

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
Lease liabilities, beginning of year	$	3,142		$	4,774
Additions		225			720
Lease principal payments		(2,527	) )		(2,352	) )
Lease interest payments		(154	) )		(1,040	) )
Accretion on lease liabilities		750			1,040
Lease liabilities, end of year	$	1,436		$	3,142

C. Interest rate risk

The Company is subject to interest rate risk of the 3 month U.S. LIBOR rate plus 7.2% per annum from the Cosalá Operations’ advance payments of concentrate, and the 3 month U.S. SOFR rate plus 6.95% per annum from the Facility. Interest rates of other financial instruments are fixed.

D. Foreign exchange risk

The Company is exposed to currency fluctuations through financial assets and liabilities denominated in CAD and MXN. The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates. As at December 31, 2023 and December 31, 2022, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the year ended December 21, 2023, and 2022, the Company did not settle any non-hedge foreign exchange forward contracts.

Financial instruments that may impact the Company’s net loss or other comprehensive loss due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

	As at December 31, 2023
	CAD		MXN
Cash and cash equivalents	$	244	$	641
Trade and other receivables		30		3,582
Trade and other payables		3,631		11,052
111
---
Table of Contents

As at December 31, 2023, the CAD/USD and MXN/USD exchange rates were 1.32 and 16.89, respectively. The sensitivity of the Company’s net loss and comprehensive loss due to changes in the exchange rates for the year ended December 31, 2023 is included in the following table:

	CAD/	MXN/
	Exchange rate	Exchange rate
	+/- 10%	+/- 10%
Approximate impact on:
Net loss
Other comprehensive loss

All values are in US Dollars.

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.	A. – C.

/Not Applicable.

D.	American Depository Receipts

The Company does not have securities registered as American Depository Receipts.

112
Table of Contents

PART II

ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A. to D.

None.

E. Use of Proceeds

Not applicable.

ITEM 15 - CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report, the Company carried out an evaluation, under the supervision of the Company’s CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

While the Company’s principal executive officer and principal financial officer believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

B. Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management, including the Company’s CEO and CFO, is responsible for establishing and maintaining adequate internal control over the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. The Company’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of their inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management (with the participation of the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. This evaluation was based on the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as at December 31, 2023, and management’s assessment did not identify any material weaknesses.

C. Attestation Report of Registered Public Accounting Firm

As an “emerging growth company” under the JOBS Act, the Company is exempt from Section 404(b) of the Sarbanes-Oxley Act, which entitles the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. Specifically, the JOBS Act defers the requirement to have the Company’s independent auditor assess the Company’s internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Company is exempted from the requirement to include an auditor attestation report in Annual Report for so long as the Company remains an EGC.

D. Changes in Internal Controls Over Financial Reporting

During the period covered by this Annual Report, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

113
Table of Contents

ITEM 16 – [RESERVED]

ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT

The Board has determined that each of Bradley R. Kipp, Lorie Waisberg and Gordon E. Pridham qualify as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act), is financially sophisticated, as determined in accordance with Section 803B(2)(iii) of the NYSE American Company Guide, and is independent (as determined under Exchange Act Rule 10A-3 and Section 803A of the NYSE American Company Guide).

The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the Board who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or Board.

ITEM 16B - CODE OF ETHICS

The Company has adopted the Code of Business Conduct and Ethics which applies to directors, officers and employees of, and consultants to, the Company. The Code of Business Conduct and Ethics is posted on the Company’s website at https://americas-gold.com/corporate/corporate-governance/. The Code of Business Conduct and Ethics meets the requirements for a “code of ethics” within the meaning of that term in General Instruction 16B of Form 20-F.

No amendments to the Code of Business Conduct and Ethics were made during the fiscal year ended December 31, 2023.

All waivers of the Code of Business Conduct and Ethics with respect to any of the employees, officers or directors covered by it will be promptly disclosed as required by applicable securities rules and regulations. During the fiscal year ended December 31, 2023, the Company did not waive or implicitly waive any provision of the Code of Business Conduct and Ethics with respect to any of the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the aggregate fees billed to the Company by PricewaterhouseCoopers LLP, Chartered Professional Accountants, located in Toronto, Ontario (PCAOB ID #271), the Company’s independent registered public auditing firm, in each of the last two years.

	2022(Canadian)	2023(Canadian)
Audit Fees ^(1)^
Audit-Related Fees^(2)^
Tax Fees^(3)^
All Other Fees ^(4)^
Total

All values are in US Dollars.

(1)	“Audit Fees” include fees necessary to perform the audit of the Company’s consolidated financial statements. Audit Fees include quarterly reviews, fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2)	“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3)	“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for filing tax returns for U.S. subsidiary, tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4)	“All Other Fees” include fees relating to the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1 to 3 above.
114
---
Table of Contents

The Audit Committee pre-approves all audit and non-audit services not prohibited by law to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the independent auditors. All non-audit services performed by the Company’s auditor for the fiscal year ended December 31, 2023 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

ITEM 16F - CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16G – CORPORATE GOVERNANCE

The Company’s common shares are listed on the NYSE American. Section 110 of the Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in permitting deviations from certain NYSE American listing criteria, and to grant exemptions from certain NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by U.S. domestic companies pursuant to the Company Guide is set forth below.

Quorum for Shareholders’ Meetings. Section 123 of the Company Guide recommends that a listed company’s bylaws provide for a quorum of not less than 33 1/3 percent of such company’s shares issued and outstanding and entitled to vote at a meeting of shareholders. The Company’s quorum requirements, as set forth in its by-laws, provide that two persons present and each holding or representing by proxy at least one issued share of the Company shall be a quorum of any meeting of shareholders for the choice of a chair of the meeting and for the adjournment of the meeting to a fixed time and place but may not transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two in number and holding or representing by proxy not less than 10% of the total number of the issued shares of the Company for the time being enjoying voting rights at such meeting.

Proxy Delivery. The Company Guide requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings of a listed company, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” under Rule 3b-4 of the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

Shareholder Approval of Certain Transactions: the Company Guide provides that shareholder approval is required for certain types of securities issuances, including in connection with a transaction (other than public offerings for cash or in certain other cases of financings for cash) where the present or potential issuance of common stock, or securities convertible into common stock, could result in an increase in outstanding common shares of 20% or more. The Company complies with the applicable rules and regulations for shareholder approval in Canada.

115
Table of Contents

The foregoing is consistent with the laws, customs and practices in Canada. In addition, the Company may from time-to-time seek relief from the NYSE American corporate governance requirements on specific transactions under Section 110 of the Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by the Company’s home country law, in which case, the Company shall make the disclosure of such transactions available on the Company’s website at www.americas-gold.com/. Information contained on the Company’s website is not part of this Annual Report.

ITEM 16H - MINE SAFETY DISCLOSURE

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 16.1 to the Annual Report.

ITEM 16I - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

ITEM 16J – INSIDER TRADING POLICIES

Not Applicable.

ITEM 16K – CYBERSECURITY

Risk Management and Strategy

As of the date of the filing of this Annual Report, the Company has information systems in place and has not suffered a “cybersecurity threat” (as defined in Item 106(a) of Regulation S-K) or “cybersecurity incident” (as defined in Item 106(a) of Regulation S-K). Moreover, the Company is aware of the evolution of cybersecurity risks and is taking proactive steps by keeping up to date our information systems and educating our personnel about these risks.

Refer to the “Cybersecurity risk” section in “Item 3-D – Risk Factors” for the complete information regarding cybersecurity risks and, the potential likelihood of impacting the Company’s technology systems.

In order to mitigate these risks to a degree, the Company has an in-house Systems Manager (“Systems Manager”) and also engages a third-party service provider to monitor and update the Company’s information systems^6^.

The Company has implemented multiple measures to combat and reduce the risk of cybersecurity threats and cybersecurity incidents such as:

·	Engaging a Systems Manager in-house, who is available to respond immediately in the event of any cybersecurity threat or cybersecurity incident;
·	Developing an internal IT Control Guide (“IT Guide”) reviewed by the CFO and the Systems Manager;
·	Enhancing the scrutiny of the emails received via a third-party security service provider to identify potential threats; and
·	Implementing informal educational outreach programs including email reminders to educate staff about certain cybersecurity risks.

Governance

The Systems Manager monitors cybersecurity risks and potential incidents while following and periodically reviewing the IT Guide, recommending updates to the CFO were needed. The CFO and the Systems Manager advise the Board of any potential cybersecurity threat and the corresponding mitigation steps needed. In addition, the Board includes a member with expertise and experience in cybersecurity matters.

At the time of filing this Annual Report the Company does not have a subcommittee dedicated to cybersecurity but will consider increased oversight from the Board as the Company’s situation evolves responsible for the oversight of risks from cybersecurity threats.

______________________________

^6^ The Systems Manager has 2 years’ experience in company-wide email security, 12 years’ experience in centrally managed security suites, 10 years’ experience drafting, updating and enforcing corporate IT policy including cyber and network security.

116
Table of Contents

PART III

ITEM 17 - FINANCIAL STATEMENTS

See “Item 18 – Financial Statements.”

ITEM 18 - FINANCIAL STATEMENTS

The Company’s consolidated financial statements are prepared in accordance with IFRS, as issued by the IASB. The following consolidated financial statements are attached to this Annual Report and are incorporated by reference herein. ****

Consolidated Statements of Financial Position
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

AMERICAS GOLD AND SILVER CORPORATION

Consolidated Financial Statements

For the years ended December 31, 2023, 2022 and 2021

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

117
Table of Contents

Americas Gold and Silver Corporation

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

December 31, 2023, 2022 and 2021

	Page
Management’s Responsibility for Financial Reporting	2
Independent Auditor’s Report	3
Consolidated Statements of Financial Position	5
Consolidated Statements of Loss and Comprehensive Loss	6
Consolidated Statements of Changes in Equity	7
Consolidated Statements of Cash Flows	8
Notes to the Consolidated Financial Statements	9–38
Page	1
---
Table of Contents

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements have been prepared by management and are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board as outlined in Part I of the Chartered Professional Accountants Canada Handbook. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control has been developed and is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable.

The Board of Directors approves the financial statements and ensures that management discharges its financial reporting responsibilities. The Board’s review is accomplished principally through the audit committee, which is composed of non-executive directors. The audit committee meets periodically with management and the auditors to review financial reporting and control matters.

The consolidated financial statements have been audited by PricewaterhouseCoopers LLP and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.

(Signed) Darren Blasutti	(Signed) Warren Varga
President & Chief Executive Officer	Chief Financial Officer

Toronto, Ontario, Canada

April 30, 2024

Page	2

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Americas Gold and Silver Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Americas Gold and Silver Corporation and its subsidiaries (together, the Company) as of December 31, 2023 and 2022, and the related consolidated statements of loss and comprehensive loss, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has reported net losses from operations and has stated that a material uncertainty exists that may cast substantial doubt on the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2500, Toronto, Ontario, Canada M5J 0B2

T: +1 416 863 1133, F: +1 416 365 8215, ca Toronto 18 York fax@pwc.com, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Page	3

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada<br><br>April 30, 2024

We have served as the Company’s auditor since 2015

Page	4
Table of Contents
Americas Gold and Silver Corporation<br><br>Consolidated statements of financial position<br><br>(In thousands of U.S. dollars)
---
	December 31,			December 31,
---	---	---	---	---	---	---
As at	2023			2022
Assets
Current assets
Cash and cash equivalents	$	2,061		$	1,964
Trade and other receivables (Note 6)		9,486			11,552
Inventories (Note 7)		8,657			8,835
Prepaid expenses		2,832			3,030
	$	23,036		$	25,381
Non-current assets
Restricted cash		4,351			4,139
Property, plant and equipment (Note 8)		153,101			161,299
Total assets	$	180,488		$	190,819
Liabilities
Current liabilities
Trade and other payables	$	22,960		$	27,060
Metals contract liability (Note 9)		12,512			11,324
Derivative instruments (Note 10)		1,230			991
Convertible debenture (Note 10)		15,384			-
Shares pending issuance from retraction (Note 10)		436			-
Pre-payment facility (Note 11)		2,250			-
Promissory notes (Note 12)		4,275			2,500
Royalty payable (Note 14)		2,160			-
Government loan (Note 13)		-			222
		61,207			42,097
Non-current liabilities
Other long-term liabilities		1,610			1,815
Metals contract liability (Note 9)		24,325			19,665
Convertible debenture (Note 10)		-			9,621
Royalty payable (Note 14)		1,787			-
Post-employment benefit obligations (Note 15)		6,537			6,969
Decommissioning provision (Note 16)		12,193			11,715
Deferred tax liabilities (Note 23)		629			348
Total liabilities		108,288			92,230
Equity
Share capital (Note 17)		455,548			449,374
Equity reserve		52,936			50,905
Foreign currency translation reserve		8,325			9,797
Deficit		(463,391	)		(428,849	)
Attributable to shareholders of the Company		53,418			81,227
Non-controlling interests (Note 19)		18,782			17,362
Total equity	$	72,200		$	98,589
Total liabilities and equity	$	180,488		$	190,819

Going concern (Note 2), Contingencies (Note 28), Subsequent events (Note 29)

APPROVED BY THE BOARD

(Signed) Brad Kipp	(Signed) Gordon Pridham
Director	Director

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

Page	5
Table of Contents
Americas Gold and Silver Corporation<br><br>Consolidated statements of loss and comprehensive loss<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, except share and per share amounts)
---
	2023			2022			2021
---	---	---	---	---	---	---	---	---	---
Revenue (Note 20)	$	89,562		$	85,016		$	45,051
Cost of sales (Note 21)		(75,060	)		(72,092	)		(84,794	)
Depletion and amortization (Note 8)		(20,849	)		(21,340	)		(15,795	)
Care and maintenance costs		(3,842	)		(4,500	)		(12,733	)
Corporate general and administrative (Note 22)		(8,606	)		(9,380	)		(10,267	)
Exploration costs		(3,432	)		(3,784	)		(3,875	)
Accretion on decommissioning provision		(587	)		(427	)		(203	)
Interest and financing expense		(8,189	)		(1,798	)		(4,870	)
Foreign exchange gain (loss)		404			(3,558	)		391
Gain on disposal of assets		402			-			-
Impairment to property, plant and equipment (Note 8)		(6,000	)		(13,440	)		(55,979	)
Loss on metals contract liability (Note 9)		(3,396	)		(657	)		(20,780	)
Other gain on derivatives (Note 10 and 25)		120			214			1,668
Fair value loss on royalty payable (Note 14)		(760	)		-			-
Gain on government loan forgiveness (Note 13)		-			4,277			-
Loss before income taxes		(40,233	)		(41,469	)		(162,186	)
Income tax recovery (expense) (Note 23)		2,060			(3,718	)		1,610
Net loss	$	(38,173	)	$	(45,187	)	$	(160,576	)
Attributable to:
Shareholders of the Company	$	(34,958	)	$	(43,104	)	$	(157,674	)
Non-controlling interests (Note 19)		(3,215	)		(2,083	)		(2,902	)
Net loss	$	(38,173	)	$	(45,187	)	$	(160,576	)
Other comprehensive income (loss)
Items that will not be reclassified to net loss
Remeasurement of post-employment benefit obligations	$	878		$	4,650		$	2,465
Deferred income taxes		(184	)		(977	)		(1,708	)
Items that may be reclassified subsequently to net loss
Foreign currency translation reserve		(1,472	)		2,964			(9	)
Other comprehensive income (loss)		(778	)		6,637			748
Comprehensive loss	$	(38,951	)	$	(38,550	)	$	(159,828	)
Attributable to:
Shareholders of the Company	$	(36,014	)	$	(37,936	)	$	(157,705	)
Non-controlling interests (Note 19)		(2,937	)		(614	)		(2,123	)
Comprehensive loss	$	(38,951	)	$	(38,550	)	$	(159,828	)
Loss per share attributable to shareholders of the Company
Basic and diluted		(0.16	)		(0.23	)		(1.11	)
Weighted average number of common shares outstanding
Basic and diluted (Note 18)		212,701,865			184,416,034			141,887,984

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

Page	6
Table of Contents
Americas Gold and Silver Corporation<br><br>Consolidated statements of changes in equity<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, except share amounts in thousands of units)
---
								Foreign
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Share capital							currency						Attributable			Non-
	Common				Equity			translation						to shareholders			controlling			Total
	Shares		Amount		reserve			reserve			Deficit			of the Company			interests			equity
Balance at January 1, 2023		204,456	$	449,374	$	50,905		$	9,797		$	(428,849	)	$	81,227		$	17,362		$	98,589
Net loss for the year		-		-		-			-			(34,958	)		(34,958	)		(3,215	)		(38,173	)
Other comprehensive income (loss) for the year		-		-		-			(1,472	)		416			(1,056	)		278			(778	)
Contribution from non-controlling interests (Note 19)		-		-		-			-			-			-			4,357			4,357
At-the-market offering (Note 17)		4,548		2,310		-			-			-			2,310			-			2,310
Private placements (Note 17)		2,234		768		-			-			-			768			-			768
Common shares issued		679		350		-			-			-			350			-			350
Warrants issued		-		-		522			-			-			522			-			522
Retraction of convertible debenture (Note 10)		6,773		2,746		(248	)		-			-			2,498			-			2,498
Amendment of convertible debenture (Note 10)		-		-		(272	)		-			-			(272	)		-			(272	)
Share-based payments		-		-		2,029			-			-			2,029			-			2,029
Balance at December 31, 2023		218,690	$	455,548	$	52,936		$	8,325		$	(463,391	)	$	53,418		$	18,782		$	72,200
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 year		-		-		-			-			(43,104	)		(43,104	)		(2,083	)		(45,187	)
Other comprehensive income for the year		-		-		-			2,964			2,204			5,168			1,469			6,637
Contribution from non-controlling interests (Note 19)		-		-		-			-			-			-			7,211			7,211
At-the-market offering (Note 17)		12,213		10,080		-			-			-			10,080			-			10,080
Sandstorm private placements (Note 17)		15,200		9,816		-			-			-			9,816			-			9,816
Retraction of convertible debenture (Note 10)		11,242		6,073		(815	)		-			-			5,258			-			5,258
Amendment of convertible debenture (Note 10)		656		307		(2,114	)		-			-			(1,807	)		-			(1,807	)
Share-based payments		-		-		2,746			-			-			2,746			-			2,746
Balance at December 31, 2022		204,456	$	449,374	$	50,905		$	9,797		$	(428,849	)	$	81,227		$	17,362		$	98,589
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 year		-		-		-			-			(157,674	)		(157,674	)		(2,902	)		(160,576	)
Other comprehensive income (loss) for the year		-		-		-			(9	)		(22	)		(31	)		779			748
Contribution from non-controlling interests (Note 19)		-		-		-			-			-			-			1,400			1,400
At-the-market offering (Note 17)		27,323		30,224		-			-			-			30,224			-			30,224
January bought deal public offering (Note 17)		10,253		24,987		-			-			-			24,987			-			24,987
Sandstorm private placement (Note 17)		3,547		2,399		79			-			-			2,478			-			2,478
Conversion of Sandstorm convertible debenture		4,673		12,844		-			-			-			12,844			-			12,844
Conversion option of convertible debenture (Note 10)		-		-		2,366			-			-			2,366			-			2,366
Retraction of convertible debenture (Note 10)		799		764		(133	)		-			-			631			-			631
Amendment of convertible debenture (Note 10)		182		198		2,117			-			-			2,315			-			2,315
Common shares issued		303		735		-			-			-			735			-			735
Share-based payments		-		-		4,349			-			-			4,349			-			4,349
Exercise of options		90		240		(68	)		-			-			172			-			172
Balance at December 31, 2021		165,145	$	423,098	$	51,088		$	6,833		$	(387,949	)	$	93,070		$	10,765		$	103,835

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

Page	7
Table of Contents
Americas Gold and Silver Corporation<br><br>Consolidated statements of cash flows<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars)
---
	2023			2022			2021
---	---	---	---	---	---	---	---	---	---
Cash flow generated from (used in)
Operating activities
Net loss for the year	$	(38,173	)	$	(45,187	)	$	(160,576	)
Adjustments for the following items:
Depletion and amortization		20,849			21,340			15,795
Income tax expense (recovery)		(2,060	)		3,718			(1,610	)
Accretion and decommissioning costs		587			427			203
Share-based payments		2,029			2,746			4,349
Non-cash expenses from common shares and warrants issued		872			-			-
Provision on other long-term liabilities		94			-			7
Deferred costs on convertible debenture		-			-			47
Deferred revenue		-			-			(4,027	)
Interest and financing expense (income)		3,773			(1,023	)		3,058
Net charges on post-employment benefit obligations		446			753			(67	)
Inventory write-downs		1,725			8,459			40,711
Impairment to property, plant and equipment		6,000			13,440			55,979
Gain on disposal of assets		(402	)		-			-
Loss on metals contract liability		3,396			657			20,780
Other gain on derivatives		(120	)		(214	)		(1,564	)
Fair value loss on royalty payable		760			-			-
Gain on government loan forgiveness		-			(4,277	)		-
Changes in non-cash working capital items:
Trade and other receivables		2,066			(3,344	)		(3,106	)
Inventories		(3,267	)		(2,663	)		(19,946	)
Prepaid expenses		198			(604	)		(226	)
Trade and other payables		214			4,593			(752	)
Net cash used in operating activities		(1,013	)		(1,179	)		(50,945	)
Investing activities
Expenditures on property, plant and equipment		(19,941	)		(19,602	)		(12,646	)
Proceeds from disposal of assets		1,808			-			-
Development costs on Relief Canyon Mine		-			-			(1,432	)
Net cash used in investing activities		(18,133	)		(19,602	)		(14,078	)
Financing activities
Pre-payment facilities		2,250			(1,451	)		(1,411	)
Lease payments		(2,681	)		(3,392	)		(3,227	)
Promissory notes, net		1,775			(2,500	)		-
At-the-market offerings		2,310			10,080			30,224
January bought deal public offering		-			-			24,987
Private placements		768			9,816			2,478
Financing from convertible debenture		7,479			5,109			14,911
Metals contract liability, net		1,101			(7,436	)		-
Royalty agreement, net		3,187			-			-
Government loan		(222	)		-			-
Loan payable		-			-			(6,116	)
Proceeds from exercise of options		-			-			172
Contribution from non-controlling interests		4,357			7,211			1,400
Net cash generated from financing activities		20,324			17,437			63,418
Effect of foreign exchange rate changes on cash		(1,081	)		2,408			(200	)
Increase (decrease) in cash and cash equivalents		97			(936	)		(1,805	)
Cash and cash equivalents, beginning of year		1,964			2,900			4,705
Cash and cash equivalents, end of year	$	2,061		$	1,964		$	2,900
Cash and cash equivalents consist of:
Cash	$	2,061		$	1,964		$	2,900
Interest paid during the year	$	2,291		$	2,629		$	1,778

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

Page	8
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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 consolidated financial statements of the Company for the year ended December 31, 2023 were approved and authorized for issue by the Board of Directors of the Company on April 30, 2024.

2. Basis of presentation and going concern

The Company prepares its consolidated financial statements on a going concern basis in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (the “IFRS Accounting Standards”) and IFRS Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part I of the Chartered Professional Accountants Canada Handbook. These consolidated financial statements have been prepared under the historical cost method, except for certain financial instruments measured at fair value. In preparing these financial statements, management has considered all available information about the future, which is at least, but not limited to, twelve months from year-end. Significant accounting judgments and estimates used by management in the preparation of these consolidated financial statements are presented in Note 4.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $38.2 million, including cash and cash equivalents of $2.1 million as at December 31, 2023. During the year ended December 31, 2023, the Company reported a net loss of $38.2 million, including impairment to property, plant and equipment of $6.0 million, increase in cost of sales of $3.0 million compared to the year ended December 31, 2022, plus interest and financing expense of $8.2 million and a loss on metals contract liability of $3.4 million. At December 31, 2023, the Company does not have sufficient liquidity on hand to fund its operations for the next twelve months and will require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Cash flow during the year was impacted by various maintenance shutdowns of the Cosalá Operations and Galena Complex for total of approximately 30 days and 5 days, respectively, capital costs for the Galena hoist project, and lower U.S. dollar to Mexican peso exchange rate, in addition to fluctuations in commodity prices compared to the prior year ended December 31, 2022 and inflationary pressures on certain operating and capital costs.

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

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

These consolidated financial statements do not reflect any adjustments to carrying values of assets and liabilities and the reported expenses and consolidated statement of financial position classification that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Page	9
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

3. Summary of material accounting policies

The material accounting policies used in the preparation of these consolidated financial statements are as follows:

a. Consolidation

These consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries, including special purpose entities). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Where the Company’s interest in a subsidiary is less than 100%, the Company recognizes non-controlling interests. All intercompany transactions and balances, income and expenses have been eliminated.

The Company applies the acquisition method to account for business combinations. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company elects on an acquisition-by-acquisition basis whether to measure non-controlling interest at its fair value, or at its proportionate share of the recognized amount of identifiable net assets. Acquisition-related costs are expensed as incurred. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is negative, a bargain purchase gain is recognized immediately in profit or loss.

b. Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. Determination of operating segments are based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions about resources to be allocated to the segment and performance assessment, and for which discrete financial information is available. Unallocated items not directly attributable to a segment comprise mainly of corporate assets and head office expenses.

c. Presentation currency and functional currency

The Company’s presentation currency is the U.S. dollar (“USD”). The functional currency of the Company’s Canadian subsidiaries is the Canadian dollar (“CAD”), and the functional currency of its U.S. and Mexican subsidiaries is the USD. The consolidated financial statements of the Company are translated into the presentation currency. Assets and liabilities have been translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (the average rate for the period). All resulting exchange differences are recorded in the foreign currency translation reserve.

d. Foreign currency translations

Transactions in foreign currencies are translated into the entities’ functional currency at the exchange rate at the date of the transactions. Monetary assets and liabilities of the Company’s operations denominated in a currency other than the functional currency are translated at the rate in effect at the statement of financial position date, and non-monetary items at historic exchange rates at each transaction date. Revenue and expense items are translated at average exchange rates of the reporting period. Gains and losses on translation are charged to the statements of loss and comprehensive loss.

Page	10
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

e. Revenue recognition

The Company applies the following five-step approach in recognizing revenue from contracts with customers:

·	Identify the enforceable contract with the customer.
·	Identify the separate performance obligations in the contract from transferring the distinct good or service.
·	Determine the transaction price for consideration of transferring the good or service.
·	Allocate the transaction price to the separate performance obligations identified.
·	Recognize revenue when each separate performance obligation is satisfied.

The Company recognizes revenue through entering into concentrate sales contracts with customers with the performance obligation of delivering its concentrate production in exchange for consideration valued initially under provisional pricing arrangements. Revenue from sales is recorded at the time of delivery based on forward prices for the expected date of final settlement. The final sale prices are determined by quoted market prices in a period subsequent to the date of sale.

Subsequent variations in metal prices are recognized as embedded derivative pricing adjustments at fair value from contracts with customers.

The Company recognizes deferred revenue from advanced consideration received for fixed and variable precious metals deliveries over a specified period. Deferred revenue is recognized into revenue as performance obligations to metals delivery are satisfied over the term of the delivery contract.

The Company recognizes revenue when control of finished gold and silver, shipped in doré form, has transferred to the customer. The sale price is fixed on the date of sale primarily based on the gold and silver spot price in the London spot market.

f. Defined benefit plans

The cost of defined benefit plans is determined using the projected unit credit method. The related pension liability recognized in the consolidated statement of financial position is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

Actuarial valuations for defined benefit plans are carried out annually. The discount rate applied in arriving at the present value of the pension liability represents the yield on high quality corporate bonds denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

Actuarial gains and losses arise from the difference between the actual long-term rate of return on plan assets for a period and the expected long-term rate of return on plan assets for that period, or from changes in actuarial assumptions used to determine the accrued benefit obligation. Actuarial gains and losses arising in the year are recognized in full in the period in which they occur, in other comprehensive income and retained earnings without recycling to the consolidated statement of loss and comprehensive loss in subsequent periods.

Current service cost, the recognized element of any past service cost, interest expense arising on the pension liability and the expected return on plan assets are recognized in the same line items in the consolidated statement of loss and comprehensive loss as the related compensation cost.

The values attributed to plan liabilities are assessed in accordance with the advice of independent qualified actuaries. Service costs arising from plan amendments are recognized immediately.

g. Share-based payments

The Company’s stock option plan allows its employees (including directors and officers) and non-employees to acquire shares of the Company. Accordingly, the fair value of the option is either charged to operations or capitalized to exploration or development expenditures, depending on the accounting for the optionee’s other compensation, with a corresponding increase in equity reserve.

The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted using the Black-Scholes Option Pricing Model.

Page	11
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity reserve, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the “vesting date”). The cumulative expense recognized for equity-settled transactions at each reporting date up to the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in equity reserve. No expense is recognized for awards that do not ultimately vest.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

h. Income taxes

Income tax comprises of current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in other comprehensive income (loss) or directly in equity, in which case the income tax is also recognized directly in other comprehensive income (loss) or equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable profit. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities in the consolidated statement of financial position and the corresponding tax bases used in the computation of taxable profit. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the consolidated statement of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses to the extent it is probable future taxable profits will be available against which they can be utilized.

The Company did not recognize any deferred income taxes relating to its investments in subsidiaries.

Deferred tax assets and liabilities are offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.

i. Earnings/loss per share

Basic earnings/loss per share is calculated by dividing the net earnings/loss for the period attributable to equity owners of the Company by the weighted average number of common shares outstanding during the period.

Diluted earnings/loss per share is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method. The treasury stock method, which assumes that outstanding stock options and warrants with an average exercise price below the market price of the underlying shares, are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period. The Company’s potentially dilutive common shares comprise stock options granted to employees, and warrants.

j. Comprehensive income (loss)

Comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that would not normally be included in net earnings such as foreign currency gains or losses related to the Company’s net investment in foreign operations and unrealized gains or losses on available-for-sale securities net of tax. The Company’s comprehensive income (loss), components of other comprehensive income (loss) and cumulative translation adjustments are presented in the consolidated statements of comprehensive income (loss) and the consolidated statements of changes in equity.

Page	12
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

k. Inventories

Concentrates, ore stockpile, and spare parts and supplies are valued at the lower of cost and estimated net realizable value. Cost for concentrates and ore stockpile includes all direct costs incurred in production including direct labour and materials, freight, depreciation and amortization and directly attributable overhead costs determined on a weighted average basis for the Mexican operations and first in, first out method for the U.S. operations. Cost for spare parts and supplies are determined using the first in, first out method. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and future metal prices less estimated future production costs to convert inventories into saleable form.

Any write-downs of inventory to net realizable value are recorded as cost of sales. If there is a subsequent increase in the value of inventories, the previous write-downs to net realizable value are reversed to the extent that the related inventory has not been sold.

Ore stockpile represents ore that has been extracted from the mine and is available for further processing. Costs added to ore stockpile are valued based on current mining cost per tonne incurred up to the point of stockpiling the ore and are removed at the average cost per tonne. Ore stockpile is verified by periodic surveys.

Materials and supplies inventory are valued at the lower of cost and net realizable value, where cost is determined using the first-in-first-out method. Any provision for obsolescence is determined by reference to specific items of stock. A regular review is undertaken to determine the extent of any provision for obsolescence by comparing those items to their net realizable value. If carrying value exceeds net realizable value, a write-down is recognized.

Finished goods, in-circuit work in progress, and ore on leach pads are valued at the lower of cost and estimated net realizable value. Cost for in-circuit work in progress and ore on leach pads includes all direct costs incurred in production including direct labour and materials, freight, depreciation and amortization and directly attributable overhead costs determined on a first in, first out method. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and future metal prices less estimated future production costs to convert inventories into saleable form.

l. Property, plant and equipment

(i) Producing mining interests

Producing mining interests are carried at cost less accumulated depletion and amortization and accumulated impairment losses. Following the completion of commissioning, the costs related to the mining interests are depleted and charged to operations on the unit of production method as a proportion of estimated recoverable mineral reserves.

Completion of the commissioning is deemed to have occurred when major mine and processing plant components are completed, operating results are being achieved consistently for a period of time and that there are indicators that these operational results, including mill capacity and recovery, will be sustainable in the future.

Construction in progress is not depreciated until the assets are ready for their intended use.

(ii) Non-producing mining interests

The Company follows the method of accounting for its non-producing mining interests whereby all costs relating to the acquisition and development are deferred and capitalized by property until the property to which they directly relate is placed into production, sold, discontinued or subject to a condition of impairment. Exploration expenses not related to placing the property into production are expensed as incurred.

Page	13
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

In the event that a mining interest is placed into production, capitalization of costs ceases, the costs are transferred to producing mining interests and the mining interest is depleted on a unit of production basis. The recoverability of amounts is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Company to finance the development of the properties, and on the future profitable production or proceeds from the disposition thereof.

(iii) Plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate assets (major components) of property, plant and equipment.

The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Repairs and maintenance are charged to the consolidated statement of loss and comprehensive loss during the period in which they are incurred.

Depreciation is recorded over the estimated useful life of the asset as follows:

·	Mining interests – unit of production based upon estimated proven and probable reserves.
·	Plant and equipment – 3-30 years over straight line basis or units of production based upon estimated proven and probable reserves as applicable.
·	Corporate office equipment – 3-10 years over straight line basis.

Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.

(iv) Impairment and reversal of impairment

The Company reviews and evaluates the carrying values of its property, plant and equipment to determine whether there is an indication of impairment or reversal of impairment. For exploration and evaluation assets, indication includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned, and if the entity has decided to discontinue exploration activity in the specific area.

When the carrying value of assets exceeds the recoverable amount, the carrying value of the assets is reduced to the recoverable amount. The recoverable amount takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use of the asset. To achieve this, the recoverable amount is the higher of value in use (being the net present value of expected pre-tax future cash flows of the relevant asset) and fair value less costs to dispose the asset.

If, after the Company has previously recognized an impairment loss, circumstances indicate that the recoverable amount of the impaired assets is greater than the carrying amount, the Company reverses the impairment loss by the amount the revised fair value exceeds its carrying amount, to a maximum of the previous impairment loss. In no case shall the revised carrying amount exceed the original carrying amount, after depreciation or amortization, that would have been determined if no impairment loss had been recognized.

(v) Care and maintenance

The Company may elect to place its mining operations in care and maintenance if continued operation is no longer economically feasible due to change in circumstances. During care and maintenance, depreciable property, plant and equipment continue to be depreciated over their useful lives.

Page	14
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

m. Decommissioning provision

The Company recognizes contractual, statutory and legal obligations associated with retirement of mining properties when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, the decommissioning provision is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding decommissioning provision is added to the carrying amount of that asset and the cost is amortized as an expense over the economic life of the related asset. Following the initial recognition of the decommissioning provision, the periodic unwinding of the discount is recognized in the consolidated statement of loss and comprehensive loss and adjusted for changes to the amount or timing of the underlying cash flows to settle the obligation.

n. Financial instruments

Cash and cash equivalents and trade and other receivables are classified and measured as financial assets at amortized cost. Embedded derivatives arising from subsequent adjustments in provisional sales revenue are classified and measured as financial instruments at fair value through profit or loss. Trade and other payables are classified and measured as financial liabilities at amortized cost. Loans receivable are classified and measured as financial assets at fair value through profit or loss and loans payable are classified as financial liabilities initially at fair value through profit or loss and subsequently carried at amortized cost. Investment in equity instruments are classified and measured as financial assets at fair value through other comprehensive income.

Loans from the government are accounted for as a loan payable until forgiveness is reasonably assured and the loan is derecognized through the consolidated statement of loss and comprehensive loss.

o. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset and amortized over the expected useful life of that asset. Other borrowing costs not directly attributable to a qualifying asset are expensed in the period incurred.

p. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

q. Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.

r. Restricted cash

Restricted cash includes cash that has been pledged for reclamation and closure activities which are not available for immediate disbursement.

Page	15
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

4. Significant accounting judgments and estimates

The preparation of financial statements in conformity with the IFRS Accounting Standards 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 from those estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

(i) Reserves and resources

(ii) Depletion and amortization

Mining properties are depleted using the unit-of-production method over a period not to exceed the estimated life of the ore body based on estimated recoverable reserves.

(iii) Decommissioning provision

(iv) Share-based payments

Page	16
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

(v) Income taxes

These differences result in deferred tax assets and liabilities that are included in the Company’s consolidated statements of financial position.

(vi) Assessment of impairment and reversal of impairment indicators

(vii) Commercial production

(viii) Cash flows from ongoing production and impact on operations

Page	17
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

5 . Changes in accounting policies and recent accounting pronouncements

The following are changes in accounting policies effective as of January 1, 2023:

(i) Income taxes

6. Trade and other receivables

	December 31,		December 31,
	2023		2022
Trade receivables	$	5,875	$	5,624
Other receivables		3,611		5,928
	$	9,486	$	11,552

Other receivables as at December 31, 2022 include $5.3 million in refundable tax credits from the Galena Complex through the Employee Retention Credit under the U.S. CARES Act collected in April 2023.

7. Inventories

	December 31,		December 31,
	2023		2022
Concentrates	$	1,769	$	1,694
Finished goods		-		368
In-circuit work in progress		-		205
Ore stockpiles		913		898
Spare parts and supplies		5,975		5,670
	$	8,657	$	8,835

The amount of inventories recognized in cost of sales was $75.1 million during the year ended December 31, 2023 (2022 and 2021: $72.1 million and $84.8 million, respectively) including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $1.7 million (2022 and 2021: $8.5 million and $40.6 million, respectively), and spare parts and supplies write-down to net realizable value of nil (2022 and 2021: nil and $0.1 million, respectively) during the year ended December 31, 2023.

Page	18
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

8. Property, plant and equipment

	Mining			Non-producing		Plant and			Right-of-use			Corporate office
	interests			properties		equipment			lease assets			equipment			Total
Cost
Balance at January 1, 2022	$	208,266		$	12,469	$	110,273		$	11,373		$	240		$	342,621
Asset additions		9,302			-		10,304			720			(4	)		20,322
Change in decommissioning provision		(2,156	)		-		-			-			-			(2,156	)
Balance at December 31, 2022		215,412			12,469		120,577			12,093			236			360,787
Asset additions		11,517			-		8,420			238			1			20,176
Asset disposals		-			-		(769	)		(646	)		-			(1,415	)
Change in decommissioning provision		(110	)		-		-			-			-			(110	)
Balance at December 31, 2023	$	226,819		$	12,469	$	128,228		$	11,685		$	237		$	379,438
Accumulated depreciation
and depletion
Balance at January 1, 2022	$	(101,091	)	$	-	$	(57,755	)	$	(5,732	)	$	(130	)	$	(164,708	)
Depreciation/depletion for the year		(9,918	)		-		(10,077	)		(1,306	)		(39	)		(21,340	)
Impairment for the year		(3,539	)		-		(9,901	)		-			-			(13,440	)
Balance at December 31, 2022		(114,548	)		-		(77,733	)		(7,038	)		(169	)		(199,488	)
Depreciation/depletion for the year		(11,926	)		-		(7,707	)		(1,185	)		(31	)		(20,849	)
Impairment for the year		(6,000	)		-		-			-			-			(6,000	)
Balance at December 31, 2023	$	(132,474	)	$	-	$	(85,440	)	$	(8,223	)	$	(200	)	$	(226,337	)
Carrying value
at December 31, 2022	$	100,864		$	12,469	$	42,844		$	5,055		$	67		$	161,299
at December 31, 2023	$	94,345		$	12,469	$	42,788		$	3,462		$	37		$	153,101

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 years ended December 31, 2023 and 2022 caused by market capitalization being less than the net assets of the Company, and during the year ended December 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. Impairments were recorded as at December 31, 2023, September 31, 2022, and March 31, 2021. The Company assessed the recoverability of the $32.1 carrying amount of the Relief Canyon Mine cash-generating unit (2022 and 2021: $56.7 million and $121.8 million, respectively) and a $6.0 million impairment to the carrying value was identified (2022 and 2021: $13.4 million and $55.6 million, respectively). The Company allocated $6.0 million of the impairment against mineral interests relating to the Relief Canyon Mine as at December 31, 2023 (2022 and 2021: $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, and $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 $26.1 million recoverable amount of the Relief Canyon Mine’s net assets (2022: $43.3 million) 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 feasibility and pre-production stage companies ranging from $23 per contained gold equivalent ounce to $31 per contained gold equivalent ounce were compared to that of the Relief Canyon Mine in assessing the recoverability of its carrying amount (2022: development and production stage companies ranging from $64 per contained gold equivalent ounce to $77 per contained gold equivalent ounce). For 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 models 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 $0.2 million (2022: $0.4 million) increase and $0.2 million (2022: $0.4 million) decrease, respectively. 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 market multiples and contained gold equivalent ounces, it could result in a material recovery or further 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 $16.3 million, $9.6 million, and $1.5 million, respectively, as at December 31, 2023 (December 31, 2022: $22.5 million, $12.4 million, and $3.0 million, respectively).

Page	19
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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.

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at December 31, 2023, the carrying amount of this property was $12.5 million included in non-producing properties.

9. Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of the Relief Canyon Mine secured by shares, property, and assets of Relief Canyon. The Purchase Agreement consisted of a combination of fixed and variable deliveries from the Relief Canyon Mine. The Purchase Agreement has a repurchase option for the Company exercisable at any time to reduce the variable deliveries to Sandstorm from 4% to 2% by delivering 4,000 ounces of gold plus additional ounces of gold compounded annually at 10%. On initial recognition and as at December 31, 2023, the fair value of the repurchase option was nil.

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

As at December 31, 2021, the Company derecognized the outstanding carrying value of deferred revenue, net of transaction costs, and recognized the fixed and variable deliveries of precious metals as a financial liability measured at fair value through profit or loss as the Company expected that metal deliveries to Sandstorm may no longer be satisfied through internal gold production alone. The fair value of the metals contract liability was determined using forward commodity pricing curves at the end of the fiscal 2021 reporting period resulting in $20.8 million loss to fair value on metals contract liability. A $3.4 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the year ended December 31, 2023 (2022: $0.7 million loss).

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

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

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
Net metals contract liability, beginning of year	$	30,989		$	40,905
Advance increase (net of financing expense)		13,989			-
Delivery of metals produced		(1,720	)		(3,278	)
Delivery of metals purchased		(9,899	)		(7,436	)
Revaluation of metals contract liability		3,478			798
Net metals contract liability, end of year	$	36,837		$	30,989
Current portion	$	12,512		$	11,324
Non-current portion		24,325			19,665
	$	36,837		$	30,989
Page	20
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

10. Convertible debenture

On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the “Convertible Debenture”) due April 28, 2024 with interest payable at 8% per annum secured by the Company’s interest in the Galena Complex and by shares of one of the Company’s Mexican subsidiaries.

The Convertible Debenture was: redeemable at the Company’s option to prepay the principal amount subject to payment of a redemption premium of 30% during the first year, 20% during the second year, and 10% during the third year prior to maturity (the “Redemption Option”); retractable at the holder’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 the holder’s option into the Company’s common shares at a conversion price of $3.35 CAD (the “Conversion Option”).

On inception, the 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 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 Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $2.1 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

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

On June 21, 2023, the Company amended the Convertible Debenture by increasing the principal balance by $8.0 million CAD to a total outstanding principal of $33.8 million CAD, in addition to amending its interest rate of 9.5% per annum to 11.0% per annum, its conversion price of $1.00 CAD to $0.80 CAD, the terms to its Retraction Option retractable at a cumulative $0.5 million CAD per month to a cumulative $1.0 million CAD per month starting in August 2023, and extending the maturity date from April 28, 2024 to July 1, 2024, with mutual option to extend by one calendar quarter up to April 28, 2025, with October 1, 2024 being the effective maturity date as at December 31, 2023, and April 28, 2025 being the effective maturity date as at March 28, 2024. All other material terms of the Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $1.3 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

Page	21
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

On October 30, 2023, the Company amended the Convertible Debenture by increasing the principal balance by $2.0 million CAD to a total outstanding principal of $35.8 million CAD. All other material terms of the Convertible Debenture remained unchanged.

During the year ended December 31, 2023, the principal amount of the Convertible Debenture was reduced by $3.7 million CAD through partial exercises of the Retraction Option by the holder settled through issuance of 8,329,064 of the Company’s common shares (year ended December 31, 2022: $7.2 million CAD settled through issuance of 11,240,839 common shares).

The Company recognized a gain of $0.1 million for the year ended December 31, 2023 (2022 and 2021: gain of $0.2 million and loss of $0.2 million, respectively) as a result of the change in the estimated fair value of the combined Redemption Option and Retraction Option.

11. Pre-payment facility

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

12. Promissory notes

On December 15, 2020, the Company issued a $5 million promissory note (the “2020 Promissory Note”) to Sandstorm due March 15, 2023 with interest payable at 7% per annum and repayable at the Company’s option prior to maturity. Repayment of principal on the 2020 Promissory Note began in June 2022 where $2.5 million was paid during the year ended December 31, 2022. On March 31, 2023, the Company amended the 2020 Promissory Note with the remaining principal of $2.5 million be repaid in four equal instalments due June 30 and October 1, 2023, and July 1 and October 1, 2024, in addition to amending its interest rate to 8% per annum. Principal of $0.6 million was paid during the year ended December 31, 2023.

On December 27, 2023, the Company issued a $2.4 million promissory note (the “2023 Promissory Note”) to Sandstorm due December 27, 2024 with interest payable at 8% per annum.

13. Government loan

On May 11, 2020, the Company received approximately $4.5 million in loan through the Paycheck Protection Program under 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 year ended December 31, 2022.

14. Royalty payable

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

Page	22
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value be representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument as at December 31, 2023 include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates. The Company recognized a loss of $0.8 million for the year ended December 31, 2023 as a result of the change in the estimated fair value of the Royalty Agreement.

15. Post-employment benefit obligations

The Company maintains two non-contributory defined benefit pension plans covering substantially all employees at its U.S. operating subsidiary, U.S. Silver – Idaho, Inc. One plan covers salaried employees and one plan covers hourly employees. Benefits for the salaried plan are based on salary and years of service. Hourly plan benefits are based on negotiated benefits and years of service. The Company’s funding policy is to contribute annually the minimum amount prescribed, as specified by applicable regulations. The expected average service life of the active plan participants as at December 31, 2023 is approximately 9 years.

The amounts recognized in the consolidated statements financial position are as follows:

	December 31,		December 31,
	2023		2022
Present value of funded obligations		26,176		25,652
Fair value of plan assets		19,639		18,683
Deficit of funded plans	$	6,537	$	6,969

The movements in the defined benefit obligations are as follows:

	December 31,			December 31,
	2023			2022
Obligations, beginning of year	$	25,652		$	33,646
Current service costs		462			857
Interest costs		1,217			899
Benefits paid		(1,272	)		(1,243	)
Actuarial loss (gain)		117			(8,507	)
Obligations, end of year	$	26,176		$	25,652

The movements in the fair value of plan assets are as follows:

	December 31,			December 31,
	2023			2022
Assets, beginning of year	$	18,683		$	22,780
Return on assets		912			617
Actuarial gain (loss)		995			(3,857	)
Employer contributions		321			386
Benefits paid		(1,272	)		(1,243	)
Assets, end of year	$	19,639		$	18,683
Page	23
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

The amounts recognized in the consolidated statements of loss and comprehensive loss are as follows:

	December 31,		December 31,		December 31,
	2023		2022		2021
Current service costs, interest costs, and return on assets included in cost of sales	$	767	$	1,139	$	1,240

The principal actuarial assumptions are as follows:

	December 31,			December 31,			December 31,
	2023			2022			2021
Discount rate (expense)		5.00	%		2.75	%		2.50	%
Discount rate (year end disclosures)		4.75	%		5.00	%		2.75	%
Future salary increases (salaried plan only)		5.00	%		5.00	%		5.00	%

A 1% decrease in discount rate would have resulted in approximately $3.6 million increase in the defined benefit obligation from $26.2 million to $29.8 million as at December 31, 2023 (2022: $3.4 million increase in the defined benefit obligation from $25.7 million to $29.1 million). A 1% increase in future salary increases would have resulted in approximately $0.1 million increase in the defined benefit obligation from $26.2 million to $26.3 million as at December 31, 2023 (2022: $0.1 million increase in the defined benefit obligation from $25.7 million to $25.8 million).

Plan assets are fully comprised of pooled or mutual funds. The expected return on plan assets at 4.9% (2022: 2.7%) is determined by considering the expected returns available on the assets underlying the current investment policy. Expected yield on fixed interest investments is based on gross redemption yields as at the end of the reporting period. Expected returns on equity investments reflect long-term real rates of return in the market.

Expected contributions to pension benefit plans for the year ended December 31, 2024 are approximately $1.5 million, inclusive of contributions for fiscal 2023 of $0.6 million. For the year ended December 31, 2023, the actuarial gains charged to other comprehensive income are $0.9 million (2022 and 2021: actuarial gains of $4.7 million and $2.5 million, respectively).

16. Decommissioning provision

The decommissioning provision consists of land rehabilitation, demolition of buildings and mine facilities, and related costs. Although the ultimate amount of the decommissioning provision is uncertain, the fair value of these obligations is based on information currently available, including closure plans and the Company’s interpretation of current regulatory requirements.

Fair value is determined based on the net present value of future cash expenditures upon reclamation and closure. Reclamation and closure costs are capitalized into property, plant and equipment depending on the nature of the asset related to the obligation and amortized over the life of the related asset.

Page	24
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

The decommissioning provision relates to reclamation and closure costs of the Company’s Cosalá Operations, Galena Complex, and Relief Canyon Mine. The decommissioning provision is estimated at an undiscounted amount of $20.5 million over a period of 5 to 15 years, and discounted using a risk-free rate varying from 3.5% to 10.2% (2022: estimated at an undiscounted amount of $19.9 million over a period of 5 to 15 years, and discounted using a risk-free rate varying from 2.3% to 10.0%).

	December 31,			December 31,
	2023			2022
Provisions, beginning of year	$	11,715		$	13,444
Decommissioning costs and change in estimates		(109	)		(2,156	)
Accretion on decommissioning provision		587			427
Provisions, end of year	$	12,193		$	11,715

17. 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. The May 2021 ATM Agreement expired on February 28, 2023 and the Company has received aggregate gross proceeds of $44.4 million through issuance of 44,085,122 common shares, with approximately $1.7 million in transaction costs incurred and offset against share capital.

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.

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

The Company closed non-brokered private placements for total gross proceeds of $0.8 million in July of 2023 through total issuance of 2,234,041 of the Company’s common shares priced at approximately $0.47 CAD per share.

a. Authorized

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

	December 31,		December 31,
	2023		2022
Issued
218,689,766(2022:204,455,721)common shares	$	455,548	$	449,374
Nil (2022: Nil) preferred shares		-		-
	$	455,548	$	449,374

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

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.

Page	25
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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

				Year ended					Year ended					Year ended
				December 31,					December 31,					December 31,
				2023					2022					2021
				Weighted					Weighted					Weighted
				average					average					average
				exercise					exercise					exercise
	Number			price		Number			price		Number			price
	(thousands)			CAD		(thousands)			CAD		(thousands)			CAD
Balance, beginning of year		12,367		$	2.40		12,579		$	2.81		10,659		$	3.45
Granted		8,200			0.62		3,750			1.20		3,700			1.70
Exercised		-			-		-			-		(90	)		2.39
Expired		(3,197	)		3.79		(3,962	)		2.56		(1,690	)		4.43
Balance, end of year		17,370		$	1.30		12,367		$	2.40		12,579		$	2.81

The following table summarizes information on stock options outstanding and exercisable as at December 31, 2023:


				Weighted				Weighted
				average				average
Exercise				exercise				exercise
price		Outstanding		price		Exercisable		price
CAD		(thousands)		CAD		(thousands)		CAD
0.01 to 1.00	2.46		8,500	$	0.62		2,933	$	0.62
1.01 to 2.00	0.86		6,785		1.47		5,648		1.51
3.01 to 4.00	0.93		2,085		3.54		2,085		3.54
			17,370	$	1.30		10,666	$	1.67

All values are in US Dollars.

c. Share-based payments

The weighted average fair value at grant date of the Company’s stock options granted during the year ended December 31, 2023 was $0.22 (2022: $0.43).

Page	26
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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

	Year ended			Year ended			Year ended
	December 31,			December 31,			December 31,
	2023			2022			2021
Expected stock price volatility ^(1)^		67	%		68	%		68	%
Risk free interest rate		3.62	%		1.78	%		0.56	%
Expected life	3 years			3 years			3 years
Expected forfeiture rate		3.60	%		3.53	%		2.66	%
Expected dividend yield		0	%		0	%		0	%
Share-based payments included in cost of sales	$	-		$	-		$	-
Share-based payments included in general and administrative expenses		1,764			2,487			4,030
Total share-based payments	$	1,764		$	2,487		$	4,030

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

d. Warrants

The warrants that are issued and outstanding as at December 31, 2023 are as follows:

Number of		Exercise		Issuance	Expiry
warrants		price (CAD)		date	date
	3,500,000		0.55	Jun 2023	Jun 21, 2026
	750,000		0.55	Oct 2023	Oct 30, 2026
	4,250,000

e. Deferred share units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at December 31, 2023, 2,379,554 (2022: 1,409,069) deferred share units are issued and outstanding.

Page	27
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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

	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2023		2022		2021
Basic weighted average number of shares		212,701,865		184,416,034		141,887,984
Effect of dilutive stock options and warrants		-		-		-
Diluted weighted average number of shares		212,701,865		184,416,034		141,887,984

Diluted weighted average number of common shares for the year ended December 31, 2023 excludes nil anti-dilutive preferred shares (2022 and 2021: nil and nil, respectively), 17,370,000 anti-dilutive stock options (2022 and 2021: 12,366,667 and 12,578,957, respectively) and 4,250,000 anti-dilutive warrants (2022 and 2021: 1,275,792 and 4,218,822, respectively).

19. 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.

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.

20. Revenue

The following is a disaggregation of revenue categorized by commodities sold:

	Year ended			Year ended			Year ended
	December 31,			December 31,			December 31,
	2023			2022			2021
Gold
Sales revenue	$	-		$	-		$	4,027
Derivative pricing adjustments		-			-			-
		-			-			4,027
Silver
Sales revenue	$	62,419		$	37,084		$	27,438
Derivative pricing adjustments		687			758			(267	)
		63,106			37,842			27,171
Zinc
Sales revenue	$	38,421		$	59,262		$	5,973
Derivative pricing adjustments		325			1,280			96
		38,746			60,542			6,069
Lead
Sales revenue	$	25,438		$	29,731		$	20,617
Derivative pricing adjustments		19			(164	)		169
		25,457			29,567			20,786
Other by-products
Sales revenue	$	1,044		$	995		$	190
Derivative pricing adjustments		196			220			(46	)
		1,240			1,215			144
Total sales revenue	$	127,322		$	127,072		$	58,245
Total derivative pricing adjustments		1,227			2,094			(48	)
Gross revenue	$	128,549		$	129,166		$	58,197
Proceeds before intended use		188			-			247
Treatment and selling costs		(39,175	)		(44,150	)		(13,393	)
	$	89,562		$	85,016		$	45,051

The amount of gold sales revenue recognized from deferred revenue (see Note 9) was nil during the year ended December 31, 2023 (2022 and 2021: nil and $4.0 million, respectively).

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 25).

Page	28
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

21. 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:

	Year ended			Year ended			Year ended
	December 31,			December 31,			December 31,
	2023			2022			2021
Salaries and employee benefits	$	33,307		$	29,803		$	23,913
Contract services on site					-			17,138
Raw materials and consumables		33,465			29,568			11,652
Utilities		4,181			4,285			3,350
Other costs		5,461			6,602			7,729
Costs before intended use		188			-			247
Employee retention credit		-			(3,962	)		-
Changes in inventories		(3,267	)		(2,663	)		(19,946	)
Inventory write-downs		1,725			8,459			40,711
	$	75,060		$	72,092		$	84,794

22. 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:

	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2023		2022		2021
Salaries and employee benefits	$	2,502	$	2,848	$	2,428
Directors’ fees		341		372		383
Share-based payments		1,764		2,487		3,745
Professional fees		1,921		1,568		2,075
Office and general		2,078		2,105		1,636
	$	8,606	$	9,380	$	10,267
Page	29
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

23. Income taxes

The components of income tax expense (recovery) are as follows:

	Year ended			Year ended			Year ended
	December 31,			December 31,			December 31,
	2023			2022			2021
Current income tax expense (recovery)	$	(2,157	)	$	4,836		$	69
Deferred income tax expense (recovery)		97			(1,118	)		(1,679	)
Income tax expense (recovery)	$	(2,060	)	$	3,718		$	(1,610	)

The Company’s effective rate of income tax differs from the statutory rate of 26.5% as follows:

	Year ended			Year ended			Year ended
	December 31,			December 31,			December 31,
	2023			2022			2021
Loss before income taxes	$	(40,233	)	$	(41,469	)	$	(162,186	)
Statutory rate		26.5	%		26.5	%		26.5	%
Tax recovery at statutory rate		(10,662	)		(10,989	)		(42,979	)
Mexican mining royalty		852			1,435			29
Impact of foreign tax rates		9			674			1,415
Non-deductible expenses		2,351			4,351			4,329
Losses not recognized		5,390			8,247			35,596
Income tax expense (recovery)	$	(2,060	)	$	3,718		$	(1,610	)

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

	December 31,			December 31,
	2023			2022
Property, plant and equipment	$	787		$	815
Other		319			333
Total deferred tax liabilities		1,106			1,148
Provisions and reserves		(477	)		(800	)
Net deferred tax liabilities	$	629		$	348
Page	30
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

Deferred income taxes have not been recognized in respect of the following deductible temporary differences, as management does not consider their utilization to be probable for the foreseeable future:

	December 31,		December 31,
	2023		2022
Inventories	$	39,904	$	9,074
Property, plant and equipment		41,892		36,709
Mexican tax losses (expiring in 2025 - 2031)		33,999		32,112
Canadian tax losses (expiring in 2034 - 2043)		37,103		31,892
U.S. tax losses (expiring in 2025 - 2037)		31,957		31,957
U.S. tax losses (no expiry)		165,649		191,790
Provisions and other		72,190		72,283
Deferred Mexican mining royalty		629		348
	$	423,323	$	406,165

Canadian tax losses include a dual Canadian and U.S. resident entity with $20.9 million in losses (2022: $17.6 million).

24. Key management transactions

Remuneration to directors and key management who have the authority and responsibility for planning, directing and continuing the activities of the Company:

	Year ended		Year ended		Year ended
	December 31,		December 31,		December 31,
	2023		2022		2021
Salaries and employee benefits	$	1,235	$	1,595	$	1,371
Directors’ fees		341		372		383
Share-based payments		1,549		2,104		2,950

Gross proceeds of $0.4 million from the $0.8 million raised through non-brokered private placements in July of 2023 were from members of the Company’s board and management.

25. 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.

Page	31
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

(ii) Liquidity risk

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

	December 31, 2023
			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	22,960	$	22,960	$	-	$	-	$	-
Pre-payment facility		2,250		2,250		-		-		-
Promissory notes		4,275		4,275		-		-		-
Interest on promissory notes		303		303		-		-		-
Convertible debenture		18,146		18,146		-		-		-
Interest on convertible debenture		2,002		2,002		-		-		-
Royalty payable		5,087		2,487		2,600		-		-
Metals contract liability		36,837		12,512		24,325		-		-
Projected pension contributions		6,604		1,558		1,926		2,046		1,074
Decommissioning provision		20,459		-		-		-		20,459
Other long-term liabilities		1,610		-		787		194		629
	$	120,533	$	66,493	$	29,638	$	2,240	$	22,162
Page	32
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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

	December 31, 2023
			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	455	$	455	$	-	$	-	$	-
Other long-term liabilities		981		-		787		194		-
	$	1,436	$	455	$	787	$	194	$	-

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

	Year ended			Year ended
	December 31,			December 31,
	2023			2022
Lease liabilities, beginning of year	$	3,142		$	4,774
Additions		225			720
Lease principal payments		(2,527	)		(2,352	)
Lease interest payments		(154	)		(1,040	)
Accretion on lease liabilities		750			1,040
Lease liabilities, end of year	$	1,436		$	3,142

(iii) Market risk

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

(1) Interest rate risk

Page	33
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

(2) Currency risk

As at December 31, 2023, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:

	As at December 31, 2023
	CAD		MXN
Cash and cash equivalents	$	244	$	641
Trade and other receivables		30		3,582
Trade and other payables		3,631		11,052

	CAD/	MXN/
	Exchange rate	Exchange rate
	+/- 10%	+/- 10%
Approximate impact on:
Net loss
Other comprehensive loss

All values are in US Dollars.

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

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

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 December 31, 2023, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.6 million (2022: $0.6 million).

As at December 31, 2023 and December 31, 2022, the Company does not have any non-hedge commodity forward contracts outstanding. During the year ended December 31, 2023, 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 year ended December 31, 2023 was nil (2022 and 2021: nil and nil, respectively). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debentures and loan payable during the year ended December 31, 2023 was a gain of 0.1 million (2022 and 2021: gain of $0.2 million and $1.7 million, respectively).

Page	34
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

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 notes: The principal portion of the convertible debentures and promissory notes are initially measured at fair value and subsequently carried at amortized cost.
·	Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period.
·	Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.
·	Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:

·	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
·	Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.
·	Level 3 inputs are unobservable (supported by little or no market activity).
Page	35
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---
	December 31,		December 31,
---	---	---	---	---
	2023		2022
Level 1
Cash and cash equivalents	$	2,061	$	1,964
Restricted cash		4,351		4,139
Level 2
Trade and other receivables		9,486		11,552
Derivative instruments		1,230		991
Metals contract liability		36,837		30,989
Level 3
Royalty payable		3,947		-
Amortized cost
Pre-payment facility		2,250		-
Promissory notes		4,275		2,500
Government loan		-		222
Convertible debenture		15,384		9,621

26. 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 years ended December 31, 2023, 2022 and 2021 were earned in Mexico and the United States. The following segmented information is presented as at and during the years ended December 31, 2023, 2022 and 2021. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

Page	36
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---
	As at December 31, 2023										As at December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Cosalá Operations		Galena<br><br>Complex		Relief<br><br>Canyon		Corporate<br><br>and Other		Total		Cosalá Operations		Galena<br><br>Complex		Relief<br><br>Canyon		Corporate<br><br>and Other		Total
Cash and cash equivalents	$	687	$	791	$	43	$	540	$	2,061	$	317	$	204	$	717	$	726	$	1,964
Trade and other receivables		7,068		2,388		-		30		9,486		3,921		7,593		-		38		11,552
Inventories		6,310		2,244		103		-		8,657		5,390		2,727		718		-		8,835
Prepaid expenses		1,003		909		404		516		2,832		745		1,232		452		601		3,030
Restricted cash		162		53		4,136		-		4,351		141		53		3,945		-		4,139
Property, plant and equipment		51,600		73,490		27,404		607		153,101		52,141		70,479		37,927		752		161,299
Total assets	$	66,830	$	79,875	$	32,090	$	1,693	$	180,488	$	62,655	$	82,288	$	43,759	$	2,117	$	190,819
Trade and other payables	$	12,184	$	4,843	$	1,421	$	4,512	$	22,960	$	12,861	$	8,029	$	2,658	$	3,512	$	27,060
Derivative instruments		-		-		-		1,230		1,230		-		-		-		991		991
Shares pending issuance from retraction		-		-		-		436		436		-		-		-		-		-
Pre-payment facility		-		2,250		-		-		2,250		-		-		-		-		-
Other long-term liabilities		30		1,074		-		506		1,610		-		1,192		-		623		1,815
Metals contract liability		-		-		-		36,837		36,837		-		-		-		30,989		30,989
Convertible debenture		-		-		-		15,384		15,384		-		-		-		9,621		9,621
Promissory notes		-		-		-		4,275		4,275		-		-		-		2,500		2,500
Royalty payable		-		-		-		3,947		3,947		-		-		-		-		-
Government loan		-		-		-		-		-		-		222		-		-		222
Post-employment benefit obligations		-		6,537		-		-		6,537		-		6,969		-		-		6,969
Decommissioning provision		2,605		5,563		4,025		-		12,193		2,070		5,603		4,042		-		11,715
Deferred tax liabilities		629		-		-		-		629		348		-		-		-		348
Total liabilities	$	15,448	$	20,267	$	5,446	$	67,127	$	108,288	$	15,279	$	22,015	$	6,700	$	48,236	$	92,230
	Year ended December 31, 2023															Year ended December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Cosalá Operations			Galena<br><br>Complex			Relief<br><br>Canyon			Corporate<br><br>and Other			Total			Cosalá Operations			Galena<br><br>Complex			Relief<br><br>Canyon			Corporate<br><br>and Other			Total
Revenue	$	46,163		$	43,283		$	116		$	-		$	89,562		$	53,418		$	31,405		$	193		$	-		$	85,016
Cost of sales		(36,160	)		(38,132	)		(768	)		-			(75,060	)		(33,371	)		(30,969	)		(7,752	)		-			(72,092	)
Depletion and amortization		(7,982	)		(9,093	)		(3,614	)		(160	)		(20,849	)		(7,375	)		(7,473	)		(6,338	)		(154	)		(21,340	)
Care and maintenance costs		-			(594	)		(3,248	)		-			(3,842	)		-			(513	)		(3,987	)		-			(4,500	)
Corporate general and administrative		-			-			-			(8,606	)		(8,606	)		-			-			-			(9,380	)		(9,380	)
Exploration costs		(835	)		(2,455	)		(142	)		-			(3,432	)		(1,296	)		(2,122	)		(366	)		-			(3,784	)
Accretion on decommissioning provision		(212	)		(217	)		(158	)		-			(587	)		(164	)		(158	)		(105	)		-			(427	)
Interest and financing expense		(296	)		(414	)		(633	)		(6,846	)		(8,189	)		(210	)		(63	)		(1,199	)		(326	)		(1,798	)
Foreign exchange gain (loss)		(664	)		-			-			1,068			404			(863	)		-			-			(2,695	)		(3,558	)
Gain on disposal of assets		-			283			119			-			402			-			-			-			-			-
Impairment to property, plant and equipment		-			-			(6,000	)		-			(6,000	)		-			-			(13,440	)		-			(13,440	)
Loss on metals contract liability		-			-			-			(3,396	)		(3,396	)		-			-			-			(657	)		(657	)
Other gain on derivatives		-			-			-			120			120			-			-			-			214			214
Fair value loss on royalty payable		-			-			-			(760	)		(760	)		-			-			-			-			-
Gain on government loan forgiveness		-			-			-			-			-			-			4,277			-			-			4,277
Income (loss) before income taxes		14			(7,339	)		(14,328	)		(18,580	)		(40,233	)		10,139			(5,616	)		(32,994	)		(12,998	)		(41,469	)
Income tax recovery (expense)		1,876			184			-			-			2,060			(4,695	)		977			-			-			(3,718	)
Net income (loss) for the year	$	1,890		$	(7,155	)	$	(14,328	)	$	(18,580	)	$	(38,173	)	$	5,444		$	(4,639	)	$	(32,994	)	$	(12,998	)	$	(45,187	)
	Year ended December 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Cosalá Operations			Galena Complex			Relief Canyon			Corporate and Other			Total
Revenue	$	5,491		$	34,915		$	4,645		$	-		$	45,051
Cost of sales		(3,605	)		(31,367	)		(49,822	)		-			(84,794	)
Depletion and amortization		(1,657	)		(6,623	)		(7,355	)		(160	)		(15,795	)
Care and maintenance costs		(7,309	)		(997	)		(4,427	)		-			(12,733	)
Corporate general and administrative		-			-			-			(10,267	)		(10,267	)
Exploration costs		(58	)		(3,181	)		(636	)		-			(3,875	)
Accretion on decommissioning provision		(125	)		(28	)		(50	)		-			(203	)
Interest and financing expense		(186	)		-			(1,766	)		(2,918	)		(4,870	)
Foreign exchange gain		184			-			-			207			391
Impairment to property, plant and equipment		(356	)		-			(55,623	)		-			(55,979	)
Loss on metals contract liability		-			-			-			(20,780	)		(20,780	)
Other gain on derivatives		-			-			-			1,668			1,668
Loss before income taxes		(7,621	)		(7,281	)		(115,034	)		(32,250	)		(162,186	)
Income tax recovery (expense)		(98	)		518			-			1,190			1,610
Net loss for the year	$	(7,719	)	$	(6,763	)	$	(115,034	)	$	(31,060	)	$	(160,576	)
Page	37
---
Table of Contents
Americas Gold and Silver Corporation<br><br>Notes to the consolidated financial statements<br><br>For the years ended December 31, 2023, 2022 and 2021<br><br>(In thousands of U.S. dollars, unless otherwise stated)
---

c. Major customers

For the year ended December 31, 2023, the Company sold concentrates and finished goods to two major customers accounting for 51% of revenues from Cosalá Operations and 48% of revenues from Galena Complex (2022 and 2021: two major customers accounting for 83% of revenues from Cosalá Operations and Galena Complex and 16% of revenues from Galena Complex, and two major customers accounting for 90% of revenues from Cosalá Operations and Galena Complex and 9% of revenues from Relief Canyon, respectively).

27. Capital management

Capital is defined as equity. The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern and to maximize the value for its shareholders.

The Company’s activities have been funded so far through debt and equity financing based on cash needs, and through operations. The Company typically sells its shares by way of private placement. There were no changes in these objectives, policies and processes used to manage capital during the year.

The Company manages its capital structure and determines its capital requirements in light of the changing economic conditions and the risk characteristics of its assets. To reach its objectives the Company may have to maintain or adjust its capital structure by issuing new share capital or new debt.

At this stage of its development, it is the policy of the Company to preserve cash to fund its operations and complete its capital projects and not to pay dividends. As of December 31, 2023, and 2022, the Company is not subject to any externally imposed capital requirements.

The following summarizes the Company’s capital structure:

	December 31,		December 31,
	2023		2022
Equity attributable to shareholders of the Company	$	53,418	$	81,227

28. Contingencies

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $11.7 million (MXN 196.8 million), of which $5.0 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.6 million (MXN 94.6 million) of their original reassessment. The remaining $6.1 million (MXN 102.2 million) consists of $5.0 million (MXN 84.4 million) related to transactions with certain suppliers and $1.1 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $1.1 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $5.0 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.2 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at December 31, 2023, the accrued liability of the probable obligation was $1.0 million (December 31, 2022: $1.0 million).

29. Subsequent events

On March 21, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $3.25 million per calendar quarter or up to $6.5 million in aggregate during the first half of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 6-month period from November 2026 to April 2027. The first calendar quarter advance of $3.25 million was drawn in full in March 2024.

On March 25, 2024, the Convertible Debenture’s effective maturity date was mutually extended to April 28, 2025 (see Note 10).

On March 27, 2024, the Company completed a private placement of 26,000,000 units at a price of $0.30 CAD per unit for total gross proceeds of $7.8 million CAD. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of $0.40 CAD for a period of three years.

Page	38
Table of Contents

ITEM 19 – EXHIBITS

EXHIBIT INDEX

The following documents are being filed with the SEC as Exhibits to this Form 20-F:

Exhibit Number	Description
1.1	Articles of Incorporation dated May 12, 1998
1.2	Certificate of Amendment – Registered Address dated March, 1, 1999
1.3	Certificate of Amendment – Change in restrictions dated July 20, 1999
1.4	Certificate of Amendment – Change of Registered Address dated Nov. 2, 2004
1.5	Certificate of Amendment – Appointing directors dated June 11, 2008
1.6	Certificate of Amendment – Change of Province for registered office dated June 16, 2011
1.7	Certificate of Amendment – Name Change to Americas Silver Corporation dated May 19, 2015
1.8	Certificate of Amendment – Change of issued and outstanding common shares dated December 21, 2016
1.9	Certificate of Amendment – Creation of Preferred Shares dated April 1, 2019
1.10	Certificate of Amendment – Name Change to Americas Gold and Silver Corporation dated September 3, 2019
1.11	By-laws
2.1	Description of securities registered under Section 12 of the Exchange Act.
3.1	All instruments that are currently in effect that define the rights of holders of the securities Warrant Indenture dated March 27, 2024
4.1	The Precious Metals Delivery and Purchase Agreement with Sandstorm Gold Ltd., dated April 3, 2019
4.2	First Amendment dated February 26, 2023 to the Precious Metals Delivery and Purchase Agreement with Sandstorm Gold Ltd., dated April 3, 2019
4.3	Second Amendment dated March 21, 2024 The Precious Metals Delivery and Purchase Agreement with Sandstorm Gold Ltd., dated April 3, 2019
4.4	Fourth Amended and Restated Convertible Debenture dated Dec. 15, 2023 – in favour of Mark Shoom
4.5	Fourth Amended and Restated Convertible Debenture dated October 30, 2023 - in favour of Delbrook
4.6	The Joint Venture Agreement with Mr. Eric Sprott, dated October 1, 2019^1^
8.1	List of Subsidiaries
12.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1	N/A
16.1	Mine Safety Disclosure for the year ended December 31, 2023
97.1	Compensation Recovery Policy
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
2.	Certain exhibits and schedules have been omitted pursuant to the instructions of Form 20-F. The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission
---	---
118
---
Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

DATED this 30^th^ day of April, 2024.

AMERICAS GOLD AND SILVER CORPORATION.
By:	/s/ Warren Varga
	Name: Warren Varga
	Title: Chief Financial Officer
119
---

usas_ex11.htm

EXHIBIT 1.1

usas_ex12.htm EXHIBIT 1.2

usas_ex13.htm

EXHIBIT 1.3

usas_ex14.htm EXHIBIT 1.4

usas_ex15.htm EXHIBIT 1.5

usas_ex16.htm EXHIBIT 1.6

usas_ex17.htm EXHIBIT 1.7

usas_ex18.htm EXHIBIT 1.8

usas_ex19.htm EXHIBIT 1.9

usas_ex110.htm EXHIBIT 1.10

usas_ex111.htm EXHIBIT 1.11

AMERICAS GOLD AND SILVER CORPORATION

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”).

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Corporation as follows:

INTERPRETATION

Definitions and Interpretation

In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a)	“Act” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44 and the regulations thereunder, as from time to time amended, and every statute or regulation that may be substituted therefor and, in the case of such amendment or substitution, any reference in the by- laws of the Corporation shall be read as referring to the amended or substituted provisions;
(b)	“by-law” means any by-law of the Corporation from time to time in force and effect;
(c)	all terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;
(d)	words importing the singular number only shall include the plural and vice versa; words importing any gender shall include all genders; words importing persons shall include partnerships, syndicates, trusts and any other legal or business entity; and
(e)	the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

Unanimous Shareholder Agreements

The provisions of this by-law are subject to the terms of any unanimous shareholder agreement in effect from time to time in respect of the Corporation and, to the extent of any inconsistency between this by-law and any such unanimous shareholder agreement, such unanimous shareholder agreement shall prevail over this by-law.

REGISTERED OFFICE

The Corporation may from time to time (i) by resolution of the directors change the place and address of the registered office of the Corporation within the Province in Canada specified in its articles, and (ii) by an amendment to its articles, change the Province in Canada in which its registered office is situated.

SEAL

The Corporation may, but need not, have a corporate seal. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.

DIRECTORS

Number

Until changed in accordance with the Act, the board of directors of the Corporation shall consist of not fewer than the minimum number and not more than the maximum number of directors provided for the Corporation’s articles. At least twenty-five per cent of the directors (or one director, if the Corporation has less than four directors) shall be resident Canadians. If the Corporation is a distributing corporation and any of its outstanding securities are held by more than one person, it shall have at least three directors, at least two of whom are not officers or employees of the Corporation or its affiliates.

Powers

The directors shall manage, or supervise the management of, the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws, any special resolution of the Corporation, a unanimous shareholder agreement or by statute expressly directed or required to be done in some other manner.

Duties

Every director and officer of the Corporation in exercising their powers and discharging their duties shall:

(a)	act honestly and in good faith with a view to the best interests of the Corporation; and
(b)	exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

Every director and officer of the Corporation shall comply with the Act, the regulations thereunder, the Corporation’s articles and by-laws and any unanimous shareholder agreement.

Qualification

Every director shall be an individual 18 or more years of age and no one who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt shall be a director.

Page	2

Election of Directors

Directors shall be elected by the shareholders of the Corporation by ordinary resolution. Whenever at any election of directors of the Corporation the number or the minimum number of directors required by the articles is not elected by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum, but such quorum of directors may not fill the resulting vacancy or vacancies and shall without delay call a special meeting of shareholders to fill the vacancy or vacancies and, if they fail the call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless

(a)	he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
(b)	he or she was not present at the meeting when the election or appointment took place and

i.	he or she consented to hold office as a director in writing before the election or appointment or within 10 days after it, or
ii.	he or she has acted as a director pursuant to the election or appointment.

Nomination of Directors

(a)	In this Section 10, unless the context otherwise requires or specifies the following terms shall have the meanings set out below:

i.	“Applicable Securities Laws” means the applicable securities legislation of Canada and each province and territory of Canada, as amended from time to time, the written rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of Canada and each province and territory of Canada;
ii.	“board” means the board of directors of the Corporation;
iii.	“close of business” means 5:00 p.m. (Toronto time) on a business day in Ontario;
iv.	“Director Nomination” means the nomination of one or more individuals for the election of directors to the board made (i) by or at the direction of the board in a notice of meeting or any supplement thereto; (ii) before the meeting by or at the direction of the board; or (iii) by a shareholder of the Corporation in accordance with this section 10.

(b)

Subject only to the Act, Applicable Securities Law and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this Section 10 shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders of the Corporation, or at any special meeting of shareholders of the Corporation if the election of directors is a matter specified in the notice of meeting,

Page	3

by or at the direction of the board, including pursuant to a notice of meeting and related management proxy circular of the Corporation;

ii.

by or at the direction or request of one or more shareholders of the Corporation pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a shareholders’ meeting by one or more of the shareholders made in accordance with the provisions of the Act; or

iii.

by any person (a “Nominating Shareholder”) (i) who at the close of business on the date of the giving of the notice provided for below in this Section 10 and on the record date for notice of such meeting of shareholders of the Corporation is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Corporation, and (ii) who complies with the notice procedures set forth below in this Section 10.

(c)	In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation in accordance with this Section 10 even if such matter is already the subject of a notice to the shareholders or a public announcement.
(d)	To be timely, a Nominating Shareholder’s notice must be received by the Corporation:

in the case of an annual meeting of shareholders of the Corporation, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date;

ii.

in the case of a special meeting of shareholders of the Corporation that is not also an annual meeting but is called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date; and

iii.

notwithstanding the foregoing, in the case of an annual meeting of shareholders of the Corporation or a special meeting of shareholders of the Corporation that is not also an annual meeting but is called for the purpose of electing directors (whether or not also called for other purposes) where “notice-and-access” (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy-related materials and the Notice Date is not less than 50 days before the date of the meeting, not less than 40 days prior to the date of the meeting.

Page	4

(e)	To be in proper written form, a Nominating Shareholder’s notice must set forth:

i.	as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

A.	the name, age, province or state and country of residence of the person;
B.	the principal occupation or employment of the person for the past five years;
C.	whether the person is a resident Canadian;
D.	the class or series and number of shares and any related financial instruments which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders of the Corporation (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
E.	full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “Arrangements”), including without limitation financial, compensation and indemnity related Arrangements, between the proposed nominee or any associate or affiliate of the proposed nominee and (A) any Nominating Shareholder or any of its representatives or (B) any other person or company relating to the proposed nominee’s nomination for election, or potential service, as a director of the Corporation;
F.	any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

ii.	as to the Nominating Shareholder:

the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by such person or any other person with whom such person is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

full particulars regarding any proxy or Arrangement pursuant to which such Nominating Shareholder has a right to vote or to direct or to control the voting of any shares of the Corporation; and

any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws.

Page	5

References to “Nominating Shareholder” in this section 10(e) shall be deemed to refer to each shareholder of the Corporation that nominates a person for election as a director in the case of a nomination proposal where more than one shareholder of the Corporation is involved in making such nomination proposal.

(f)	A Nominating Shareholder’s notice must also state whether (a) in the opinion of the Nominating Shareholder and the proposed nominee, the proposed nominee would qualify to be an independent director of the Corporation under Sections 1.4 and 1.5 of National Instrument 52- 110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”); and (b) with respect to the Corporation the proposed nominee has one or more of the relationships described in sections 1.4(3), 1.4(8) and 1.5 of NI 52-110 and, if so, which such relationships.
(g)	notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.
(h)	The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
(I)	Notwithstanding any other provision of this Section 10, notice given to the Secretary of the Corporation pursuant to this Section 10 may only be given by personal delivery, facsimile transmission or e-mail (provided that the Secretary has stipulated an e-mail address for purposes of this notice), and shall be deemed to have been given and received only at the time it is served by personal delivery, e-mail (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of the confirmation of such transmission has been received) to the Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been received on the subsequent day that is a business day.
(j)	The requirements of this Section 10 shall apply to any Director Nominations to be brought before a meeting by a shareholder whether such Director Nominations are to be included in the Corporation’s management information circular or presented to shareholders by means of an independently financed proxy solicitation. The requirements of this Section 10 are intended to provide the Corporation notice of a shareholder’s intention to bring one or more Director Nominations before a meeting and shall in no event be construed as imposing upon any shareholder the requirement to seek approval from the Corporation as a condition precedent to make such Director Nominations before a meeting.
(k)	Notwithstanding any provisions in this Section 10 to the contrary, in the event that the number of directors to be elected at a meeting is increased effective after the time period for which the Nominating Shareholder’s notice would otherwise be due under this Section 10, a notice with respect to nominees for the additional directorships required by this Section 10 shall be considered timely if it shall be given not later than the close of business on the 10th day following the day on which the first public announcement of such increase was made by the Corporation.
(l)	Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Section 10.

Page	6

Term of Office

A director’s term of office (subject to the provisions (if any) of the Corporation’s articles and paragraph 14 below), unless such director was elected for an expressly stated term, shall be from the date of the meeting at which such director is elected or appointed until the close of the annual meeting of shareholders next following such director’s election or appointment or until such director’s successor is elected or appointed. If qualified, a director whose term of office has expired is eligible for re-election as a director.

Ceasing to Hold Office

A director ceases to hold office if such director:

(a)	dies;
(b)	sends to the Corporation a written resignation, which shall be effective upon receipt by the Corporation, or at the time specified in the resignation, whichever is later;
(c)	is removed from office in accordance with paragraph 14 below;
(d)	becomes bankrupt; or
(e)	is found by a court in Canada or elsewhere to be of unsound mind.

Vacancies

Notwithstanding any vacancy among the directors, the remaining directors may exercise all the powers of the directors so long as a quorum of the number of directors remains in office. Subject to subsections 111(1) and (3) of the Act and to the provisions (if any) of the Corporation’s articles, where there is a quorum of directors in office and a vacancy occurs, such quorum of directors may appoint a qualified person to fill such vacancy for the unexpired term of such appointee’s predecessor.

Removal of Directors

Subject to subsection 109(2) of the Act and unless the articles of the Corporation provide for cumulative voting, the shareholders of the Corporation may by ordinary resolution at a special meeting remove any director before the expiration of such director’s term of office and may, by a majority of the votes cast at the meeting, elect any person in such director’s stead for the remainder of such director’s term.

If a meeting of shareholders was called for the purpose of removing a director from office as a director, the director so removed shall vacate office forthwith upon the passing of the resolution for such director’s removal.

Page	7

Validity of Acts

An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

MEETINGS OF DIRECTORS

Place of Meetings

Meetings of directors and of any committee of directors may be held at any place.

Calling Meetings

A meeting of directors may be convened by the Chair of the Board (if any), the President or any director at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors.

Notice

Notice of the time and place for the holding of any meeting of directors or committee of directors shall be sent to each director not less than 24 hours before the meeting or such shorter period as may be reasonably necessary in the circumstances as determined by the Chair of the Board; provided that meetings of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent directors have waived notice. Notice of the time and place for the holding of any meeting of directors or any committee of directors may be given by personal delivery, fax, email or any other electronic means. The notice shall specify any matter referred to in subsection 115(3) of the Act that is to be dealt with at the meeting.

For the first meeting of directors to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.

Waiver of Notice

Notice of any meeting of directors or of any committee of directors or any irregularity in any meeting or in the notice thereof may be waived in any manner by any director, and such waiver may be validly given before, at or after the meeting to which such waiver relates. Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Page	8

Electronic Participation

Where all the directors of the Corporation consent thereto (whether before, at or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a director participating in a meeting by such means shall be deemed for the purposes of the Act and the by-laws to be present at that meeting.

Quorum and Voting

A majority of the number of directors of the Corporation shall constitute a quorum for the transaction of business. Subject to subsections 111(1), 114(4) and 117(1) of the Act, no business shall be transacted by the directors except at a meeting of directors at which a quorum is present and at which at least twenty-five per cent of the directors present are resident Canadians or, if the Corporation has less than four directors, at least one of the directors present is a resident Canadian. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall not have a second or casting vote in addition to the chair’s original vote as a director.

Adjournment

Any meeting of directors or of any committee of directors may be adjourned from time to time by the chair of the meeting, with the consent of the meeting, to a fixed time and place. No notice of the time and place for the holding of the adjourned meeting need be given to any director if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who form the quorum at the adjourned meeting need not be the same directors who formed the quorum at the original meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

Resolutions in Writing

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

COMMITTEES OF DIRECTORS

General

The directors may from time to time appoint from their number one or more committees of directors. The directors may delegate to each such committee any of the powers of the directors, except that no such committee shall have the authority to:

(a)	submit to the shareholders any question or matter requiring the approval of the shareholders;

Page	9

(b)	fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
(c)	subject to subsection 189(2) of the Act, issue securities except as authorized by the directors;
(d)	issue shares of a series under section 27 of the Act except as authorized by the directors;
(e)	declare dividends;
(f)	purchase, redeem or otherwise acquire shares issued by the Corporation;
(g)	pay any commission referred to in section 41 of the Act, except as authorized by the directors;
(h)	approve a management proxy circular;
(i)	approve a take-over bid circular or directors’ circular;
(j)	approve any annual financial statements to be placed before the shareholders of the Corporation; or
(k)	adopt, amend or repeal by-laws of the Corporation.

Audit Committee

If the Corporation is a distributing corporation and any of its outstanding securities are held by more than one person, the board of directors shall elect annually from among their number an audit committee

to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates.

Each member of the audit committee shall serve during the pleasure of the board of directors and, in any event, only so long as such member shall be a director. The directors may fill vacancies in the audit committee by election from among their number.

The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the board of directors from time to time and to the following paragraph.

The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.

The audit committee shall review the financial statements of the Corporation prior to approval thereof by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the board.

Page	10

OFFICERS

Appointment of Officers

The directors may annually or as often as may be required appoint such officers as they shall deem necessary, who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors, delegated by the directors or by other officers or properly incidental to their offices or other duties, provided that no officer shall be delegated the power to do anything referred to in paragraph 24 above. Such officers may include, without limitation, any of a President, a Chief Executive Officer, a Chair of the Board, one or more Vice-Presidents, a Chief Financial Officer, a Controller, a Secretary, a Treasurer and one or more Assistant Secretaries and/or one or more Assistant Treasurers. None of such officers (except the Chair of the Board) need be a director of the Corporation. A director may be appointed to any office of the Corporation. Two or more of such offices may be held by the same person.

Removal of Officers

All officers shall be subject to removal by resolution of the directors at any time, with or without cause. The directors may appoint a person to an office to replace an officer who has been removed or who has ceased to be an officer for any other reason.

Duties of Officers may be Delegated

In case of the absence or inability or refusal to act of any officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

The remuneration to be paid to the directors of the Corporation shall be such as the directors shall from time to time by resolution determine and such remuneration may be in addition to the salary paid to any officer or employee of the Corporation who is also a director. The directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation’s behalf other than the normal work ordinarily required of a director of a corporation. The confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors may fix the remuneration of the officers and employees of the Corporation. The directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

PROTECTION OF DIRECTORS AND OFFICERS

Indemnification

Subject to the provisions of section 124 of the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity. The Corporation is hereby authorized to execute agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law.

Page	11

Insurance

Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any person referred to in paragraph 30 against any liability incurred by such person in his or her capacity as a director or officer of the Corporation or of another body corporate where he or she acts or acted in that capacity at the Corporation’s request.

Limitation of Liability

Except as otherwise provided in the Act, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any persons, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Corporation and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name of or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

SHAREHOLDERS’ MEETINGS

Annual or Special Meetings

The directors of the Corporation

(a)	shall call an annual meeting of shareholders not later than 18 months after the Corporation comes into existence and subsequently not later than 15 months after holding the last preceding annual meeting but no later than 6 months after the end of the Corporation’s preceding financial year; and
(b)	may at any time call a special meeting of shareholders.

Page	12

Place of Meetings

Meetings of shareholders of the Corporation shall be held at such place within Canada as the directors may determine, or at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

Electronic Participation and Voting

Subject to the Act, any person entitled to attend a meeting of shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for all purposes of the Act and the by-laws to be present at the meeting. Subject to the Act, if the directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Subject to the Act, any vote at a meeting of shareholders may be held entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility, and any person participating in a meeting of shareholders by means of such facility and entitled to vote at that meeting may vote by means of such facility, provided that any such facility made available by the Corporation shall enable the votes to be gathered in a manner that permits their subsequent verification and permit the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each shareholder or group of shareholders voted.

Record Dates for Shareholder Meetings

Subject to section 134 of the Act, the directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to receive notice of a meeting of shareholders and/or entitled to vote at a meeting of shareholders, but such record date shall not precede by more than 60 days or by less than 21 days the date on which the meeting is to be held. Such shareholders shall be determined as at the close of business on the date fixed by the directors, unless otherwise specified by the directors.

If no record date is fixed, the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders and to vote shall be:

(a)	at the close of business on the day immediately preceding the day on which the notice is given; or
(b)	if no notice is given, the day on which the meeting is held.

Page	13

Shareholder List

The Corporation shall prepare an alphabetical list of the shareholders entitled to receive notice of a meeting and vote at the meeting, showing the number of shares held by each shareholder,

(a)	if a record date for determining the shareholder entitled to receive notice of the meeting and/or entitled to vote at the meeting has been fixed, not later than 10 days after that date; or
(b)	if no record date has been fixed, on the record date established in accordance with paragraph 36 above.

A shareholder whose name appears on such list is entitled to vote the shares shown opposite such shareholder’s name at the meeting to which the list relates.

Notice

A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon, and (ii) the text of any special resolution to be submitted to the meeting, shall be sent to each shareholder entitled to vote at the meeting, to each director of the Corporation and to the auditor (if any) of the Corporation. Such notice shall be sent in accordance with the Act and these by-laws, if the Corporation is a distributing corporation, not less than 21 days (or, if the Corporation is not a distributing corporation, not less than such number of days as may be fixed by the directors) and not more than 60 days (exclusive of the day of mailing and of the day for which notice is given) before the date of every meeting. Notwithstanding the foregoing, a meeting of shareholders may be held for any purpose at any date and time and, subject to subsection 132(2) of the Act, at any place without notice if all the shareholders and other persons entitled to notice of such meeting are present in person or represented by proxy at the meeting (except where a shareholder or such other person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the shareholders and other persons entitled to notice of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. Notice of any meeting of shareholders or the time for the giving of any such notice or any irregularity in any such meeting or in the notice thereof may be waived in any manner by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation and any other person entitled to attend a meeting of shareholders, and any such waiver may be validly given before, at or after the meeting to which such waiver relates.

The auditor (if any) of the Corporation is entitled to receive notice of every meeting of shareholders of the Corporation and, at the expense of the Corporation, to attend and be heard thereat on matters relating to the auditor’s duties.

Omission of Notice

The accidental omission to give notice of any meeting to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at any meeting of shareholders.

Page	14

Chair

The Chair of the Board (if any) shall when present preside at all meetings of shareholders. In the absence of the Chair of the Board (if any), the President or, if the President is also absent, a Vice-President (if any) shall act as chair. If none of such officers is present at a meeting of shareholders, the shareholders present entitled to vote shall choose a director as chair of the meeting and if no director is present or if all the directors decline to take the chair then the shareholders present shall choose one of their number to be chair.

Votes

Votes at meetings of the shareholders may be cast either personally or by proxy. At every meeting at which a shareholder is entitled to vote, such shareholder (if present in person) or the proxyholder for such shareholder shall have one vote on a show of hands. Upon a ballot on which a shareholder is entitled to vote, every shareholder (if present in person or by proxy) shall (subject to the provisions, if any, of the Corporation’s articles) have one vote for every share registered in such shareholder’s name.

Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and in case of an equality of votes the chair of the meeting shall not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder or proxy nominee.

At any meeting, unless a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

If at any meeting a ballot is demanded on the election of a chair or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chair of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be made either before or after any vote by show of hands and may be withdrawn.

If the chair of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the

total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chair will be the decision of the meeting in relation to any matter or group of matters is less than 5% of all of the votes that might be cast by shareholders personally or by proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot prior to the vote,

(a)	the chair may conduct the vote in respect of that matter or group of matters by a show of hands; and
(b)	a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands, notwithstanding any directions to the contrary given to such proxyholder or alternate proxyholder from any shareholder who appointed such proxyholder or alternate proxyholder, or any conflicting instructions from more than one such shareholder.

Page	15

Where a body corporate or association is a shareholder, any individual authorized by a resolution of the directors or governing body of the body corporate or association may represent it at any meeting of shareholders and exercise at such meeting on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder, provided that the Corporation or the chair of the meeting may require such shareholder or such individual authorized by it to furnish a certified copy of such resolution or other appropriate evidence of the authority of such individual.

Where two or more persons hold the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right, in the absence of the other or others, to vote such share or shares, but if more than one of such persons are present or represented by proxy and vote, they shall vote together as one on the share or shares jointly held by them.

Proxies

A shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or proxyholders or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

A form of proxy shall be a written or printed form that complies with the Act and the regulations thereunder (to the extent applicable). A form of proxy becomes a proxy on completion by or on behalf of a shareholder and execution by the shareholder or such shareholder’s attorney authorized in writing. Alternatively, a proxy may be an electronic document that satisfies the requirements of Part XX.1 of the Act. A proxy is valid only at the meeting in respect of which it is given or at any adjournment thereof.

The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or an adjournment or postponement thereof before which time proxies to be used at the meeting must be deposited with the Corporation or its agent (subject to the rights of shareholders to revoke proxies, as provided below).

A shareholder may revoke a proxy either (i) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment or postponement thereof, at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or an adjournment or postponement thereof, or (ii) in any other manner permitted by law.

Page	16

Adjournment

The chair of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time and place. If the meeting is adjourned for less than 30 days, no notice of the time and place for the holding of the adjourned meeting need be given to any shareholder, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, subsection 149(1) of the Act does not apply. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a size of board is present thereat. The persons who form the quorum at the adjourned meeting need not be the same persons who formed the quorum at the original meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Quorum

Two persons present and each holding or representing by proxy at least one issued share of the Corporation entitled to vote at the meeting shall be a quorum of any meeting of shareholders for the choice of a chair of the meeting and for the adjournment of the meeting to a fixed time and place but may not transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two in number and holding or representing by proxy not less than 25% of the total number of the issued shares of the Corporation entitled to vote at the meeting for the time being enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

Notwithstanding the foregoing, if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting.

Resolutions in Writing

Subject to subsection 142(1) of the Act,

(a)	a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
(b)	a resolution in writing dealing with all matters required by the Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of the Act relating to meetings of shareholders.

Page	17

SHARES AND TRANSFERS

Issuance

Subject to the articles of the Corporation, shares in the Corporation may be issued at such time and issued to such persons and for such consideration as the directors may determine.

Security Certificates

Security certificates (and the form of transfer power on the reverse side thereof) shall (subject to compliance with section 49 of the Act) be in such form as the directors may from time to time by resolution approve and such certificates shall be signed by a director or officer of the Corporation, or by a registrar, transfer agent or branch transfer agent of the Corporation, or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture, or the signature shall be printed or otherwise mechanically reproduced on the certificate. If a security certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

Agent

The directors may from time to time by resolution appoint or remove an agent to 17 maintain a central securities register and branch securities registers for the Corporation.

Surrender of Security Certificates

Subject to the Act, no transfer of a security issued by the Corporation shall be recorded or registered unless and until either (i) the security certificate representing the security to be transferred has been surrendered and cancelled, or (ii) if no security certificate has been issued by the Corporation in respect of such share, a duly executed security transfer power in respect thereof has been presented for registration.

Defaced, Destroyed, Stolen or Lost Security Certificates

In case of the defacement, destruction, theft or loss of a security certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to a trustee, registrar, transfer agent or other agent of the Corporation (if any) acting on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same and with a request for the issuance of a new security certificate to replace the one so defaced, destroyed, stolen or lost. Upon the giving to the Corporation (or, if there is such an agent, then to the Corporation and to such agent) of an indemnity bond of a surety company in such form as is approved by any authorized officer of the Corporation, indemnifying the Corporation (and such agent, if any) against all loss, damage and expense, which the Corporation and/or such agent may suffer or be liable for by reason of the issuance of a new security certificate to such shareholder, and provided the Corporation or such agent does not have notice that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if such issuance is ordered and authorized by any authorized officer of the Corporation or by resolution of the directors.

Page	18

DIVIDENDS

Declaration and Payment of Dividends

The directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles.

The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:

(a)	the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or
(b)	the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

The Corporation may pay a dividend by issuing fully paid shares of the Corporation and, subject to section 42 of the Act, the Corporation may pay a dividend in money or property.

Joint Securityholders

In case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments on redemption of securities (if any) subject to redemption in respect of such securities.

RECORD DATES

Shareholders’ Meetings

If no record date is fixed, the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders and to vote shall be:

(a)	at the close of business on the day immediately preceding the day on which the notice is given; or
(b)	if no notice is given, the day on which the meeting is held.

Page	19

Dividends, Distributions or Other Purposes

Subject to section 134 of the Act, the directors may fix in advance a date as the record date for the determination of shareholders (i) entitled to receive payment of a dividend, (ii) entitled to participate in a liquidation or distribution, (iii) for any other purpose (other than to establish a shareholder’s right to receive notice of a meeting or to vote), but such record date shall not precede by more than 60 days the particular action to be taken. Such shareholders shall be determined as at the close of business on the date fixed by the directors, unless otherwise specified by the directors.

If no record date is fixed, the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

Notice of Record Date

If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed,

(a)	by advertisement in a newspaper published or distributed in the place where the Corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and
(b)	by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading.

SECURITIES OF OTHER ISSUERS HELD BY CORPORATION

Any one director or officer is authorized to (i) sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such securities, and (ii) vote all securities owned by or registered in the name of the Corporation carrying voting rights at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be.

NOTICES, ETC.

Service

Any notice or other document required to be given or sent by the Corporation to any shareholder or director or the auditor of the Corporation shall be delivered personally or sent by prepaid mail or by fax, email or other electronic means capable of producing a written copy addressed to:

(a)	such shareholder at such shareholder’s latest address as shown on the records of the Corporation or its transfer agent;
(b)	such director at such director’s latest address as shown in the records of the Corporation or in the last notice filed under section 106 or 113 of the Act; and
(c)	the auditor of the Corporation at the auditor’s latest address known to the Corporation.

Page	20

With respect to every notice or other document sent by prepaid mail, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box and such notice or document shall be deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the recipient did not receive the notice or document at that time or at all.

Shareholders Who Cannot be Found

If the Corporation sends a notice or document to a shareholder and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder’s new address.

Shares Registered in More than One Name

All notices or other documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.

Persons Becoming Entitled by Operation of Law

Every person who by operation of law, transfer or by any other means whatsoever shall become entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares which prior to such person’s name and address being entered on the records of the Corporation shall have been duly given to the person or persons from whom such person derives title to such shares.

Deceased Shareholder

Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has notice of such shareholder’s death, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with other persons) until some other person be entered in such shareholder’s stead in the records of the Corporation as the holder or one of the holders thereof and such service shall for all purposes be deemed a sufficient service of such notice or other document on such shareholder’s heirs, executors or administrators and all persons (if any) interested with such shareholder in such shares.

Page	21

Signatures to Notices

The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically reproduced.

Computation of Time

Where notice is required to be given under any provisions of the articles or by-laws of the Corporation, or any time period or time limit for the doing of any other act is prescribed by the articles or by-laws, the notice period or such other time period or time limit shall be determined in accordance with sections 26 to 30, inclusive, of the Interpretation Act (Canada), R.S.C. 1985, c. I-21, unless otherwise expressly provided in the articles or by-laws.

Proof of Service

A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent of the Corporation as to facts in relation to the mailing or delivery or service or other communication of any notice or other documents to any shareholder, director, officer or auditor or as to the publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation, as the case may be.

EXECUTION OF CONTRACTS, ETC.

Authorization to Sign Contracts

Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any one director or officer and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. The term “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

Corporate Seal

The corporate seal, if any, of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer or officers, person or persons appointed as aforesaid by resolution of the board of directors.

Page	22

Reproduction of Signatures

The signature or signatures of any officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.

Signature of Cheques, Notes, etc.

All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors, or such officer or officers as may be delegated authority by the directors to determine such matters, may from time to time designate.

FINANCIAL YEAR

The financial year of the Corporation shall end on such day in each year as the board of directors may from time to time by resolution determine.

BORROWING

Authority of Directors

The directors may and they are hereby authorized from time to time to, without authorization of the shareholders,

(a)	borrow money upon the credit of the Corporation;
(b)	limit or increase the amount to be borrowed;
(c)	issue, reissue, sell or pledge bonds, debentures, notes or other debt obligations of the Corporation for such sums and at such prices as may be deemed expedient;
(d)	give a guarantee on behalf of the Corporation to secure payment or performance of an obligation of any person; and
(e)	mortgage, hypothecate, charge, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation and the undertaking and rights of the Corporation, to secure any such bonds, debentures, notes or other debt obligations, or to secure any present or future borrowing, liability or obligation of the Corporation, including any guarantee given pursuant to subparagraph 70(d) above.

Page	23

Delegation by Directors

The directors may from time to time by resolution delegate to any one or more directors or officers, or to any committee of directors, of the Corporation all or any of the powers conferred on the directors by paragraph 70 above to the full extent thereof or such lesser extent as the directors may in any such resolution provide.

Other Borrowing Powers

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any other powers to borrow money for the purposes of the Corporation or to do any other acts or things referred to in paragraph 70 above possessed by its directors or officers pursuant to the articles of the Corporation, any other by-law of the Corporation or applicable law.

PASSED by the directors of the Corporation on April 18, 2019

CONFIRMED by the shareholders of the Corporation on May 15, 2019

Page	24

usas_ex21.htm EXHIBIT 2.1

DESCRIPTION OF REGISTERED SECURITIES

As of the date of the Annual Report on Form 20-F of which this Exhibit 2.1 is a part, Americas Gold and Silver Corporation (the “Company”) has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company's common shares (the “Common Shares”).

The Company has an authorized share capital of an unlimited number of Common Shares and as of April 22, 2024 there are 251,019,930 Common Shares issued and outstanding.

Description of Common Shares

The following description of the Common Shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s articles, as amended (the “Articles”), which are incorporated by reference as an exhibit to the Annual Report on Form 20-F of which this Exhibit 2.1 is a part.

Basic Rights of the Common Shares

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of a non-resident to hold or vote the Common Shares, except that the Investment Canada Act (Canada) may require that a “non-Canadian” not acquire “control” of the Company without prior review and approval by the Minister of Innovation, Science and Industry (Canada), where applicable thresholds are exceeded.

Transferability of Common Shares

The Articles do not impose restrictions on the transfer of Common Shares by a shareholder.

Pre-emptive Rights

The Common Shares do not contain any pre-emptive rights to any of the Company’s securities.

Action Necessary to Change Rights of Shareholders

In order to change the rights of the shareholders of the Company, the Company would need to amend the Articles to effect the change. Such an amendment would require the approval at least two-thirds of the votes cast by shareholders entitled to vote (present in person or represented by proxy) at a duly called meeting of shareholders and, for certain amendments, the holders of shares of a class or of a series are entitled to vote separately as a class or series on a proposal to amend the Articles. For certain amendments, a shareholder is entitled under the Canada Business Corporations Act to dissent in respect of such a resolution amending the Articles and, if the resolution is adopted and the Company implement such changes, demand payment of the fair value of its shares.

1

Change of Control

There are no provisions in the Articles or the Company’s bylaws that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.

Ownership Disclosure Threshold for the Common Shares

The Company’s bylaws do not contain a provision governing the ownership threshold above which shareholder ownership must be disclosed. Under Canadian securities laws, shareholder ownership must be disclosed by any shareholder who owns more than 10% of the Company’s outstanding shares.

Election of Directors

2

usas_ex31.htm EXHIBIT 3.1

AMERICAS GOLD AND SILVER CORPORATION

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of March 27, 2024

Table of Contents

ARTICLE 1- INTERPRETATION			2
	Section 1.1	Definitions.	2

	Section 1.7	Applicable Law.	6
	Section 2.1	Creation and Issue of Warrants.	7

	Section 2.13	Cancellation of Surrendered Warrants.	17
	Section 3.1	Right of Exercise.	17

	Section 3.10	Securities Restrictions.	21
	Section 4.1	Adjustment of Number of Common Shares and Exercise Price.	21

i

Table of Contents (continued)

ARTICLE 5- RIGHTS OF THE CORPORATION AND COVENANTS			27
	Section 5.1	Optional Purchases by the Corporation.	27

	Section 5.5	Enforceability of Warrants.	29
	Section 6.1	Suits by Registered Warrantholders.	29

	Section 6.4	Waiver of Default.	30
	Section 7.1	Right to Convene Meetings.	30

	Section 7.16	Holdings by Corporation Disregarded.	35
	Section 8.1	Provision for Supplemental Indentures for Certain Purposes.	35

	Section 8.2	Successor Entities.	35
	Section 9.1	Trust Indenture Legislation.	35

ii

Table of Contents (continued)

	Section 9.10	Warrant Agent Not to be Appointed Receiver.	39

	Section 9.14	Securities Exchange Commission Certification.	40
	Section 10.1	Notice to the Corporation and the Warrant Agent.	41

	Section 10.11	Rights of Rescission and Withdrawal for Holders	44
SCHEDULE “B” FORM OF WARRANT			B-1
SCHEDULE “C” EXERCISE FORM			C-1
SCHEDULE “D” FORM OF DECLARATION FOR REMOVAL OF LEGEND			D-1

iii

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of March 27, 2024.

BETWEEN:

AMERICAS GOLD AND SILVER CORPORATION, a corporation existing under the federal laws of Canada (the “Corporation”),

and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS in connection with a “best efforts” private placement, the Corporation may issue up to (i) 21,667,000 units (the “LIFE Units”), at a price of $0.30 per LIFE Unit, each such LIFE Unit consisting of one Common Share (as defined herein) and one Common Share purchase warrant of the Corporation (each Common Share purchase warrant, a “LIFE Warrant”), and (ii) 4,333,000 units (the “Non-LIFE Units” and together with the LIFE Units, the “Units”), at a price of $0.30 per Non-Life Unit, each such Non-LIFE Unit consisting of one Common Share and one Common Share purchase warrant of the Corporation (each Common Share purchase warrant, a “Non-LIFE Warrant” and together with each LIFE Warrant, a “Warrant”);

AND WHEREAS the offering of the LIFE Units was made **** pursuant to the “Listed Issuer Financing Exemption” provided for in Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) (the “LIFE Offering”), and the offering of Non-LIFE Units was made pursuant to other exemptions provided for in NI 45-106 (the “Non-LIFE Offering” and together with the LIFE Offering, the “Offering”);

AND WHEREAS the Corporation proposes to issue up to 26,000,000 Warrants pursuant to this Indenture;

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share upon payment of the Exercise Price prior to the Expiry Time upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

- 1 -

ARTICLE 1 - INTERPRETATION

Section 1.1 Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Law” means any applicable statute of Canada or a province thereof and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means PricewaterhouseCoopers LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent; and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, and “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario, and shall be a day on which the TSX are open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository and represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “B”, attached hereto;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares of the Corporation as presently constituted;

“Common Share Reorganization” has the meaning set forth in Section 4.1;

- 2 -

“Confirmation” has the meaning set forth in Section 3.2(4);

“Corporation” has the meaning attributed to it on page 1 of this Indenture, and includes any successor corporation to or of the Corporation, which shall have complied with Section 8.2;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation and acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the volume weighted average of the trading price per Common Share for the twenty (20) consecutive Trading Days ending on the Trading Day immediately preceding such date on the TSX, or, if such Common Shares are not listed on the TSX or if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation, provided further that if the Common Shares are not then listed on any Canadian stock exchange or traded in the over the counter market, then the Current Market Price shall be determined by the Auditors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Common Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a Common Share may be purchased by the exercise of a Warrant, which is initially $.40 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means March 27, 2027;

“Expiry Time” means 4:30 p.m. (Eastern time), or such earlier time, on the Expiry Date as may be required by the Depository pursuant to its internal procedures;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” means the date of issuance of the Warrant as per written order of the Corporation;

- 3 -

“LIFE Offering” has the meaning attributed to it in the recitals hereto;

“LIFE Units” has the meaning attributed to it in the recitals hereto;

“LIFE Warrant” has the meaning attributed to it in the recitals hereto;

“NI 45-106” has the meaning attributed to it in the recitals hereto;

“Non-LIFE Offering” has the meaning attributed to it in the recitals hereto;

“Non-LIFE Units” has the meaning attributed to it in the recitals hereto;

“Non-LIFE Warrant” has the meaning attributed to it in the recitals hereto;

“NYSE American” means the NYSE American LLC;

“Offering” has the meaning attributed to it in the recitals hereto;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“QIB Purchaser” means an original purchaser of the Units who was originally distributed the Warrants under this Indenture on the basis that it is a Qualified Institutional Buyer, and executed and delivered a U.S. QIB Letter;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A of the U.S. Securities Act that is also an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the SEC under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the SEC under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Shareholders” means holders of Common Shares;

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto”, “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

- 4 -

“Trading Day” means, with respect to the Exchange, a day on which the Exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSX” means the Toronto Stock Exchange;

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant;

“United States” or “United States of America” means the United States of America, its territories and possessions, any State of the United States, or any political subdivision thereof, and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. QIB Letter” means a Qualified Institutional Buyer Letter executed by a QIB Purchaser in connection with its purchase of Units pursuant to the Offering under which the Warrants were issued;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Warrantholder that is a U.S. Person or is a person in the United States, acquired Warrants in the United States or for the account or benefit of any U.S. Person or person in the United States;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Toronto, Ontario, or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “B” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and

“Warrants” means the common share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Certificated Warrant and /or in the form of an Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 26,000,000 Common Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant; and

- 5 -

“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

Section 1.2 Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3 Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4 Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5 Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6 Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7 Applicable Law.

This Indenture, the Warrants and the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario with respect to all matters arising out of this Indenture and the transactions contemplated herein.

Section 1.8 Conflict.

In the event of a conflict or inconsistency between a provision in the body of this Indenture and in any Warrant Certificate issued hereunder, the provision in the body of this Indenture shall prevail to the extent of the inconsistency.

- 6 -

ARTICLE 2 - ISSUE OF WARRANTS

Section 2.1 Creation and Issue of Warrants.

A maximum of 26,000,000 **** Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the names of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2 Terms of Warrants.

(1)	Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price.
(2)	No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.
(3)	Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.
(4)	The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.
(5)	Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Common Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Common Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Common Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3 Warrantholder not a Shareholder.

Nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

- 7 -

Section 2.4 Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5 Form of Warrants, Warrant Certificates.

(1)

The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto and Section 2.8(1). All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto and Section 2.8 hereof, which certificate shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.9.

(2)

Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “B” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of the Warrants who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6 Book Entry Warrants.

(1)

Registration and reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.

(2)

Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)	the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

- 8 -

(b)	the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(c)	the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(d)	the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e)	such right is required by Applicable Law, as determined by the Corporation and the Corporation’s Counsel;
(f)	the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legend set forth in Section 2.8(1), if applicable); or
(g)	such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,
following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by such holders. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)	Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct, and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants or to the legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4)	Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(5)	Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6)	The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

- 9 -

(7)	Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)

the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)

maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)

any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(8)	The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.

Section 2.7 Warrant Certificate.

(1)

For Warrants issued in certificated form, the form of certificate representing the Warrants shall be substantially as set out in Schedule “B” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation, whose signatures shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)

The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error, and such Uncertificated Warrants are binding on the Corporation.

- 10 -

(3)	Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Law, validly entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.
(4)	No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.
(5)	No Certificated Warrant shall be considered issued or Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “B” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.
(6)	No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8 Legends.

(1)

Neither the Warrants nor the Common Shares issuable upon exercise thereof have been, nor will they be, registered under the U.S. Securities Act or the securities laws of any state, and may not be offered, sold or otherwise disposed of in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, unless an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws is available, and the holder agrees not to offer, sell or otherwise dispose of the Warrants or Common Shares issuable upon exercise thereof in the United States, or to or for the account or benefit of a U.S. Person or a person in the United States, unless registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act and applicable state securities laws is available. Warrants and, if applicable, Common Shares issued to, or for the account or benefit of, a U.S. Warrantholder other than a QIB Purchaser (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the requirements of Section 3.3(3).

- 11 -

Any certificates representing Warrants issued to a U.S. Warrantholder other than a QIB Purchaser, and, if applicable, any certificates representing Common Shares issued on exercise of Warrants issued to a U.S. Warrantholder other than a QIB Purchaser, and any certificates issued in replacement thereof or in substitution therefor, shall, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY [for Warrants add: AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF AMERICAS GOLD AND SILVER CORPORATION (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if any such Warrants and any such Common Shares issued on exercise of such Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation and its registrar and transfer agent, or the Warrant Agent as applicable, for such securities to the effect set forth in Schedule “D” hereto together with such documentation as the Corporation or Warrant Agent may reasonably request; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Corporation and to the transfer agent, or the Warrant Agent as applicable, for the securities of an opinion of counsel of recognized standing, satisfactory in form and substance to the Corporation and to the transfer agent for the securities, or the Warrant Agent as applicable, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

- 12 -

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(2)	Each CDS Global Warrant, if issued on a certificated basis and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:
	“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO AMERICAS GOLD AND SILVER CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
(3)	With respect to the Non-LIFE Warrants issuable pursuant to the Non-LIFE Offering only, each Warrant Certificate issued and each CDS Global Warrant held by the Depository on the date hereof (and each such Warrant Certificate or CDS Global Warrant, as the case may be, issued in exchange therefor or in substitution thereof prior to the date that is four months and a day after the date hereof) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:
	“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 28, 2024.”
(4)	Each Warrant Certificate (including CDS Global Warrant if issued as a certificated Warrant) and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear or shall be deemed to bear the following legend:
	“THE WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE WARRANTS EVIDENCED HEREBY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS EVIDENCED HEREBY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON”ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”
(5)	Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legends contained in Section 2.8(1), Section 2.8(2) or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers that are processed in accordance with this Indenture are legal and proper.

- 13 -

Section 2.9 Register of Warrants

(1)

The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

	(a)	the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;
	(b)	whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto, if any;
	(c)	whether such Warrant has been cancelled; and
	(d)	a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.
	The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.
(2)	Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

- 14 -

Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc.

(1)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11 Exchange of Warrant Certificates.

(1)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)

Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)

Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(1) shall bear the same legend.

- 15 -

Section 2.12 Transfer and Ownership of Warrants.

(1)

The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “B” hereto, (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(a)	the conditions herein;
(b)	such reasonable requirements as the Warrant Agent may prescribe; and
(c)	all applicable securities legislation and requirements of regulatory authorities;
and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant a Warrant Certificate, and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)

If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) outside the United States in accordance with Rule 904 of Regulation S, if available, and in compliance with applicable local securities laws and regulations; (C) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with applicable state securities laws; (D) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144A thereunder, if available, and in compliance with applicable state securities laws, or (E) with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws after first providing to the Corporation and the Warrant Agent (1) in the case of a transfer pursuant to clause B, a declaration in the form of Schedule “D” attached hereto together with such additional documentation as the Corporation and the Warrant Agent may reasonably prescribe, and (2) in the case of a transfer pursuant to clause C or clause E, an opinion of U.S. counsel of recognized standing in form and substance satisfactory to the Corporation and the Warrant Agent that the offer, sale, pledge or other transfer does not require registration under the U.S. Securities Act or applicable state securities laws, or after first providing to the Corporation such other evidence of compliance with applicable securities laws as the Corporation shall reasonably request. Warrants and, if applicable, Common Shares, issued to, or for the account or benefit of, a U.S. Warrantholder other than a QIB Purchaser (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form, subject to the requirements of Section 3.3(3).

(3)

Subject to the provisions of this Indenture and Applicable Law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

- 16 -

Section 2.13 Cancellation of Surrendered Warrants.

All Certificated Warrants and Uncertificated Warrants surrendered pursuant to Section 2.11(1), Section 2.12(1) or Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrants so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants, as applicable, and the details of any Warrants issued in substitution or exchange for such Warrants cancelled.

ARTICLE 3 - EXERCISE OF WARRANTS

Section 3.1 Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein; provided however, that if a Warrant Certificate tendered for exercise bears the legend set forth in Section 2.8(1), such exercise must be permitted under the U.S. Securities Act and applicable state securities laws.

Section 3.2 Warrant Exercise.

(1)

Other than Warrants held by Depository, Registered Warrantholders of Certificated Warrants who wish to exercise the Warrants held by them in order to acquire Common Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in any applicable legend, complete the exercise form (the “Exercise Notice”) in the form attached hereto as Schedule “C”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)

If the Warrants are exercised pursuant to Box (C) or (D) of the Exercise Notice, the Warrant Agent will promptly forward the Exercise Notice and related materials to the Corporation together with the request for the Corporation to confirm (a) whether the exercise is approved, and (b) whether a U.S. Securities Act legend should be imposed on the Common Shares. The Warrant Agent agrees not to issue any Common Shares upon exercise pursuant to Box (C) or (D) of the Exercise Notice without the approval of the Corporation.

(3)

A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)

A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the beneficial owner, notice of the beneficial owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through the book entry registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book entry registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants: (a)(i) is not in the United States; (ii) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (iii) did not execute or deliver the notice of the beneficial owner’s intention to exercise such Warrants in the United States or (b) is a U.S. Warrantholder that is an original QIB Purchaser, and the representations, warranties and covenants made by the U.S. Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book entry registration system, including CDSX, by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1), Section 3.2(2) and Section 3.2(3) shall be followed.

(5)

Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

- 17 -

(6)	By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations arising from such exercise.
(7)	Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.
(8)	The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.
(9)	Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Common Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.
(10)	Notwithstanding the foregoing in this Section 3.2, Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable who makes the certifications set forth on the Exercise Notice set out in Schedule “C” or as provided herein.
(11)	If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.
(12)	Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.
(13)	Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

- 18 -

Section 3.3 U.S. Restrictions; Legended Certificates

(1)	Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person or any person in the United States; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address in the United States.
(2)	Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or for the account or benefit of a U.S. Person or a person in the United States, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that such Warrantholder delivers to the Corporation and Warrant Agent a legal opinion which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act; provided however that, for greater certainty, in the case of a U.S. Warrantholder that is a QIB Purchaser, such U.S. Warrantholder will not be required to deliver an opinion of counsel in connection with the due exercise of the Warrants at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter remain true and correct at the time of exercise, the QIB Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D at the time of exercise and the U.S. Warrantholder represents to the Corporation as such.
(3)	Common Shares issued to, or for the account or benefit of, a U.S. Warrantholder as indicated on the Exercise Notice duly completed and executed by such U.S. Warrantholder in the form annexed to this Warrant Indenture as Schedule “C” (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form, unless the U.S. Warrantholder is a QIB Purchaser exercising Warrants pursuant to Section 3.2(4) (provided that the representations, warranties and covenants made by a QIB Purchaser in the U.S. QIB Letter remain true and correct at the time of exercise and the Warrantholder represents to the Corporation as such). Certificates representing Common Shares issued upon the exercise of Warrants, pursuant to box C on the Exercise Notice, shall bear the legend set forth in Section 2.8(1).
(4)	Certificates representing Common Shares issued upon the exercise of any Non-LIFE Warrants prior to the date that is four months and one day after the date hereof shall bear the following legend:
	“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 28, 2024.

Section 3.4 Transfer Fees and Taxes.

If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5 Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, subject to Section 2.9(1), upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

- 19 -

Section 3.6 Effect of Exercise of Warrants.

(1)

Upon the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be issued or deemed to have been issued and the person or persons to whom such Common Shares are to be issued shall become or be deemed to have become the holder or holders of record of such Common Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Common Shares subscribed for shall be issued or deemed to have been issued and such person or persons become or be deemed to have become the holder or holders of record of such Common Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Common Shares are to be issued to become holders of Common Shares of record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)

Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, as directed on the Exercise Form if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under the book entry registration system.

Section 3.7 Partial Exercise of Warrants; Fractions.

(1)

The holder of any Warrants may exercise its right to acquire a number of whole Common Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)

Notwithstanding anything herein contained, including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Common Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Common Share which is not issued.

- 20 -

Section 3.8 Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9 Accounting and Recording.

(1)

The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.

(2)

The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10 Securities Restrictions.

Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ARTICLE 4 - ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE

Section 4.1 Adjustment of Number of Common Shares and Exercise Price.

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(1)	if, at any time during the Adjustment Period, the Corporation shall:

(a)	subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;
(b)	reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

- 21 -

(c)	issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(1) (a), (b) or (c) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (a) or (c) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (b) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(1) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(1), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(2)

if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(2), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(2) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

- 22 -

(3)

if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering, (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess (the “Excess FMV”), if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive subject to TSX approval), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Notwithstanding the foregoing, if the Excess FMV is greater than the Current Market Price on such record date, then, in lieu of the foregoing adjustment, each Warrantholder shall receive, at the same time and upon the same terms as holders of Common Shares, the amount and kind of shares, rights, options, warrants, evidences of indebtedness or other cash, securities, property or assets as such Warrantholder would have received if such Warrantholder had owned the number of Common Shares for which its Warrants were exercisable on the record date for such distribution. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(3), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

- 23 -

(4)

if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(1) or a reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a transfer, sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such transfer, sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, change, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(4), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, transfer, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(4) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, changes, capital reorganizations, consolidations, amalgamations, arrangements or mergers;

(5)

in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(5), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(6)

in any case in which Section 4.1(1)(c), Section 4.1(2) or Section 4.1(3) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(1)(c), Section 4.1(2) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(3), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrants having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

- 24 -

(7)

the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(8)

after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of its Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2 Entitlement to Common Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3 No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4 Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered public accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

- 25 -

Section 4.5 Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6 Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7 Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8 No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9 Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

- 26 -

Section 4.10 Protection of Warrant Agent.

The Warrant Agent shall not:

(1)	at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;
(2)	be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;
(3)	be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and
(4)	incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11 Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the Effective Date or record date of, such event and any such participation will be subject to the prior approval of the TSX.

ARTICLE 5 - RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1 Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrant and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

- 27 -

Section 5.2 General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(1)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;
(2)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;
(3)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;
(4)	it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;
(5)	it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX (or such other recognized Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading, so long as the holders of Common Shares receive securities of an entity which is listed on a recognized stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX;
(6)	generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;
(7)	it will make all requisite filings under applicable Canadian securities legislation and use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the securities laws in each of the provinces of Canada in which it is a reporting issuer; and
(8)	it will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

Section 5.3 Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section 5.3 shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

- 28 -

Section 5.4 Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and/or may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5 Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6 - ENFORCEMENT

Section 6.1 Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2 Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Common Shares and amend the securities register of the Corporation accordingly.

Section 6.3 Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation.

- 29 -

Section 6.4 Waiver of Default.

Upon the happening of any default hereunder:

(1)

the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(2)

the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor; provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7 - MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1 Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent’s capabilities at the time.

Section 7.2 Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

- 30 -

Section 7.3 Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4 Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Common Shares which could be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum is present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5 Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6 Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7 Poll and Voting.

(1)

On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Common Shares which could be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)

On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

- 31 -

Section 7.8 Regulations.

(1)

The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9 Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10 Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, and subject to TSX approval, have the power exercisable from time to time by Extraordinary Resolution:

(1)	to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;
(2)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;
(3)	to direct or to authorize the Warrant Agent, subject to Section 9.2(2), to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

- 32 -

(4)	to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;
(5)	to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;
(6)	to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;
(7)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;
(8)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and
(9)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11 Meaning of Extraordinary Resolution.

(1)

The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Common Shares that could be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution.

(2)

If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11 shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)

Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

- 33 -

Section 7.12 Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13 Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14 Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15 Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

- 34 -

Section 7.16 Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

ARTICLE 8 - SUPPLEMENTAL INDENTURES

Section 8.1 Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to TSX approval and subject to the provisions hereof, shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(1)	setting forth any adjustments resulting from the application of the provisions of Article 4;
(2)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;
(3)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;
(4)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;
(5)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;
(6)	modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;
(7)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and
(8)	for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2 Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9 - CONCERNING THE WARRANT AGENT

Section 9.1 Trust Indenture Legislation.

(1)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Law, such mandatory requirement shall prevail.
(2)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Law.

Section 9.2 Rights and Duties of Warrant Agent.

(1)	In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.
(2)	The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(3)	The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.
(4)	Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Law.

- 35 -

Section 9.3 Evidence, Experts and Advisers.

(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Law or as the Warrant Agent may reasonably require by written notice to the Corporation.
(2)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Law and that the Warrant Agent complies with Applicable Law and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.
(3)	Whenever it is provided in this Indenture or under Applicable Law that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.
(4)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.
(5)	The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4 Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

- 36 -

Section 9.5 Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6 Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7 Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(1)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;
(2)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;
(3)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;
(4)	the Warrant Agent shall not incur any liability or responsibility whatesover or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

- 37 -

(5)

the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the ”Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence, wilful misconduct, bad faith or fraud of Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(6)

notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Section 9.8 Replacement of Warrant Agent; Successor by Merger.

(1)	The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Law for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.
(2)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

- 38 -

(3)

Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)

Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section 9.9 Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.10 Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11 Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12 Anti-Money Laundering.

(1)

The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)

The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, antiterrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

- 39 -

Section 9.13 Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)	to provide the services required under this Indenture and other services that may be requested from time to time;
(b)	to help the Warrant Agent manage its servicing relationships with such individuals;
(c)	to meet the Warrant Agent’s legal and regulatory requirements; and
(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.14 Securities Exchange Commission Certification.

The Corporation confirms that as at the date of execution of this Agreement it has a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or has a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such termination and such other information as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

- 40 -

ARTICLE 10 - GENERAL

Section 10.1 Notice to the Corporation and the Warrant Agent.

(1)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if emailed:

(a)

If to the Corporation:

Americas Gold and Silver Corporation 145 King Street West, Suite 2870 Toronto, Ontario, Canada M5H 1J8 Attention: Peter McRae, Senior Vice President, Corporate Affairs & Chief Legal Officer Email: pmcrae@americas-gold.com with a copy to (but not as notice to): Blake, Cassels & Graydon LLP 199 Bay Street, Suite 4000 Toronto, ON M5L 1A9 Attention: Michael Hickey Email: michael.hickey@blakes.com If to the Warrant Agent: Computershare Trust Company of Canada 100 University Avenue, 8th Floor Toronto. ON M5J 2Y1Attention: General Manager, Corporate Trust Email: corporatetrust.toronto@computershare.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if transmitted by other electronic means, on the next Business Day following the date of transmission.

(2)

The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the Effective Date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by facsimile or other means of prepaid, transmitted and recorded communication.

- 41 -

Section 10.2 Notice to Registered Warrantholders.

(1)

Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery if that date is a Business Day or the Business Day following the date of delivery if such date is not a Business Day or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any such notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section 10.3 Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4 Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

- 42 -

Section 10.5 Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)

the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants, or such other instructions, in a form satisfactory to the Warrant Agent, in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

(b)

the Expiry Time; and if all certificates or other entry on the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)	the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and
(b)	the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

- 43 -

Section 10.8 Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9 Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10 Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11 Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

- 44 -

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

AMERICAS GOLD AND SILVER CORPORATION

| By: | (signed) “Darren Blasutti” |

| | Name: Darren Blasutti |

| | Name: Warren Varga |

| | Title: Chief Financial Officer |

COMPUTERSHARE TRUST COMPANY OF CANADA

| By: | (signed) “Danny Snider” |

| | Name: Danny Snider |

| | Name: Maria Pinky Erandio |

| | Title: Associate Trust Officer |

- 45 -

SCHEDULE “A”

LEGENDS

For all Warrants issued pursuant to the Offering (i.e., pursuant to both the LIFE Offering and the Non-LIFE Offering), include the following legends:

“THE WARRANTS EVIDENCED HEREBY ARE EXERCISEABLE AT OR BEFORE 4:30 P.M. (EASTERN TIME) ON MARCH 27, 2027, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.”

“THE WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE WARRANTS EVIDENCED HEREBY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS EVIDENCED HEREBY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

Insert for Non-LIFE Warrants:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HODLER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 28, 2024.”

Insert if being issued to CDS:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO AMERICAS GOLD AND SILVER CORPORATION (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN, AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

For certificates representing Warrants required to bear the legend set forth in Section 2.8(1) of the Warrant Indenture, also include the following legends:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF AMERICAS GOLD AND SILVER CORPORATION (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

A-1

SCHEDULE “B”

FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:30 P.M. (EASTERN TIME) ON MARCH 27, 2027, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

[Insert Legends in accordance with Section 2.8]

WARRANT

To acquire Common Shares of

AMERICAS GOLD AND SILVER CORPORATION

(incorporated pursuant to the federal laws of Canada)

Warrant	Certificate for · Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below))

| Certificate No. · | |

| | CUSIP: | [If Warrant not subject to 4-month hold under s. 2.8(3) of the Warrant Indenture: [●]] [If Warrant subject to 4-month hold under s. 2.8(3) of the Warrant Indenture: [●]] |

| | ISIN: | [If Warrant not subject to 4-month hold under s. 2.8(3) of the Warrant Indenture: CA[●]] [If Warrant subject to 4-month hold under s. 2.8(3) of the Warrant Indenture: CA[●]] |

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of Americas Gold and Silver Corporation (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture hereinafter referred to, to purchase at any time before 4:30 p.m. (Eastern time) (the “Expiry Time”) on March 27, 2027 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

B-1

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)

duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)

surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Toronto, Ontario, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.40 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of March 27, 2024 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. These Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. person or a person in the United States unless the Warrants and the Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

B-2

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share issuable upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions binding all holders of Warrants outstanding thereunder, including all resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Toronto, Ontario, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

B-3

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of the ___ day of _________ , 20__.

AMERICAS GOLD AND SILVER CORPORATION

| By: | |

| | Authorized Signatory | | By: | |

| | Authorized Signatory |

Countersigned and Registered by:

COMPUTERSHARE TRUST <br>COMPANY OF CANADA

| By: | |

| | Authorized Signatory | | By: | |

| | Authorized Signatory |

FORM OF TRANSFER

TO: COMPUTERSHARE TRUST COMPANY OF CANADA (the “Warrant Agent”)

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants represented by this Warrant Certificate and

hereby irrevocably constitutes and appoints _______________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a Warrant Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

☐	(A)	the transfer is being made only to the Corporation;
☐	(B)	the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “D” to the Warrant Indenture; or
☐	(C)	the transfer is being made within the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

Warrants shall only be transferable in accordance with the Warrant Indenture and all Applicable Laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the form attached as Schedule “D” to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time), or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and to the Warrant Agent to the effect that the transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

B-4

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that either:

the undersigned transferee (i) is not a “U.S. person”(as defined in Regulation S under the U.S. Securities Act (“U.S. Person”)), (ii) at the time of transfer is not within the “United States”(as defined in Regulation S under the U.S. Securities Act), and (iii) is not acquiring any of the Warrants represented by this Warrant Certificate by or on behalf of any U.S. Person or person within the United States, unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available; or

if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned transferor hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned transferor has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

☐	If transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, check this box.

In the event this transfer of the Warrants represented by this Warrant Certificate is to a U.S. Warrantholder, or to or for the account or benefit of a U.S. Person or a person in the United States, the Transferor acknowledges and agrees that the Warrant Certificate(s) representing such Warrants issued in the name of the transferee will be endorsed with the legend required by Section 2.8(1) of the Indenture.

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a “U.S. person” or a person within the “United States” (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption from such registration is available.

DATED this _____ day of ____________________, 20____.

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)

| | Signature of Transferor |

| Guarantor’s Signature/Stamp | Name of Transferor |

B-5

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift Estate Private Sale Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Warrant on the date of event:

$	CAD OR USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

B-6

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, the Warrant Agent is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-7

SCHEDULE “C”

EXERCISE FORM

TO: AMERICAS GOLD AND SILVER CORPORATION

AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA

100 University Avenue, 8th Floor

Toronto, ON M1L 3W9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire ________________ (A) Common Shares of Americas Gold and Silver Corporation

Exercise Price Payable: ______________ ((A) multiplied by $0.40, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

☐	(A)	the undersigned holder at the time of exercise of the Warrants: (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States; (iv) did not execute or deliver this exercise form in the United States; (v) occurred in an “offshore transaction” (as defined under Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); and (vi) delivery of the underlying Common Shares will not be to an address in the United States; OR
☐	(B)	the undersigned holder (i) is the original QIB Purchaser who purchased the Units pursuant to the Offering; (ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. QIB Letter pursuant to which it purchased Units; (iii) is, and such disclosed principal, if any, is a Qualified Institutional Buyer as defined in Rule 144A under the U.S. Securities Act at the time of exercise of these Warrants and the representations and warranties of the holder made in the U.S. QIB Letter remain true and correct as of the date of exercise of these Warrants; and (iv) is, and such disclosed principal, if any, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act at the time of exercise of these Warrants; OR
☐	(C)	if the undersigned holder is not an original QIB Purchaser and is: (i) a holder in the United States; (ii) a U.S. Person; (iii) a person exercising for the account or benefit of a U.S. Person or a person in the United States; (iv) executing or delivering this exercise form in the United States; or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

C-1

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes:

(a)

Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked and the applicable requirements are complied with. If Box C is checked, the US legend shall be affixed to the Common Shares unless the Corporation and Warrant Agent receive a satisfactory opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Warrant Agent and Corporation to the effect that the US legend is no longer required under the U.S. Securities Act and applicable state laws.

(c)

Common Shares issued in the United States or to, or for the account or benefit of, U.S. persons will bear or be deemed to bear a US legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from such registration is available.

(d)

If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and<br> <br>Social Insurance<br> <br>Number(s)<br> <br>(if applicable)	Address(es) ****	Number of Common Shares ****

C-2

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

DATED this ____day of _____, 20__.

Witness	(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)

| Guarantor’s Signature/Stamp | Name of Registered Warrantholder |

☐	Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

C-3

SCHEDULE “D”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Computershare Trust Company of Canada

AND TO: Computershare Investor Services Inc.

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Americas Gold and Silver Corporation.

The undersigned (A) acknowledges that the sale represented by certificate number __________ of Americas Gold and Silver Corporation(the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the ”U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), except solely by virtue of being an officer or director of the Corporation, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED this _____ day of ____________________, 20___.

(Name of Seller)
Per:

| | Name: |

| | Title: |

D-1

AFFIRMATION BY SELLER’S BROKER-DEALER

(REQUIRED FOR SALES PURSUANT TO SECTION (B)(2)(b) ABOVE)

We have read the foregoing representations of our customer, ____________________ (the ”Seller”) with regard to the sale, for such Seller’s account, of ________________________ (the “Securities”) of the Corporation represented by certificate number ______________________. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act)”, on behalf of the Seller. In that connection, we hereby represent to you as follows:

1.	no offer to sell Securities was made to a person in the United States;

| 2. | the sale of the Securities was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States; |

| 3. | no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and |

| 4. | we have done no more than execute the order or orders to sell the Securities as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. |

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained herein to the same extent as if this affirmation had been addressed to them.

Name of Firm
By:

D-2

usas_ex41.htm EXHIBIT 4.1

SANDSTORM GOLD LTD.

AND

AMERICAS SILVER CORPORATION

PRECIOUS METALS DELIVERY AND PURCHASE AGREEMENT<br> <br><br> <br>April 3, 2019

i

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		1

| 1.1 | Definitions | 1 |

| 1.2 | Statutory References | 20 |

| 1.3 | Interpretation | 20 |

| 1.4 | Construction | 20 |

| 1.5 | Days | 21 |

| 1.6 | Dollar Amounts | 21 |

| 1.7 | Schedules | 21 | | ARTICLE 2 DELIVERY & PURCHASE AND SALE | | 21 |

| 2.1 | Gold Delivery During the Fixed Delivery Period | 21 |

| 2.2 | Uncredited Balance Reduction Amount | 22 |

| 2.3 | Purchase and Sale of Refined Gold and Refined Silver | 22 |

| 2.4 | Delivery Obligations From and After the Variable Delivery Start Date | 22 |

| 2.5 | General Delivery Terms during the Term of the Agreement | 24 |

| 2.6 | Invoicing | 25 |

| 2.7 | Purchase Price | 25 |

| 2.8 | Payment | 26 |

| 2.9 | Stream Repurchase Option | 27 | | ARTICLE 3 ADVANCE PAYMENT | | 27 |

| 3.1 | Advance Payment | 27 |

| 3.2 | Conditions Precedent to Advance Payment Payments | 28 |

| 3.3 | Satisfaction of the Advance Payment Funding Conditions | 30 |

| 3.4 | Payment of the Advance Payment and Conditions Precedent | 30 |

| 3.5 | Default in Payment of the Advance Payment | 32 |

| 3.6 | Use of Advance Payment | 33 | | ARTICLE 4 CONSTRUCTION AND DEVELOPMENT | | 34 |

| 4.1 | Construction Period | 34 |

| 4.2 | First Gold Pour | 34 | | ARTICLE 5 TERM | | 34 |

| 5.1 | Term | 34 | | ARTICLE 6 REPORTING; BOOKS AND RECORDS | | 34 |

| 6.1 | Reporting Requirements | 34 |

| 6.2 | Books and Records | 35 |

| 6.3 | Technical Reports | 35 |

| 6.4 | Inspections | 36 |

| 6.5 | Confidentiality | 37 |

ii

ARTICLE 7 COVENANTS		38

| 7.1 | Conduct of Operations | 38 |

| 7.2 | Processing/Commingling | 38 |

| 7.3 | Preservation of Corporate Existence | 39 |

| 7.4 | Material Adverse Effect | 39 |

| 7.5 | Owner of Project Assets | 39 |

| 7.6 | Insurance | 39 |

| 7.7 | Expropriation Events | 40 |

| 7.8 | Abandonment | 41 |

| 7.9 | Offtake Agreements | 41 |

| 7.10 | Negative Pledge | 42 | | ARTICLE 8 TRANSFERS OF INTEREST | | 42 |

| 8.1 | Transfers and Change of Control | 42 |

| 8.2 | Permitted Transfers and Change of Control | 42 |

| 8.3 | Transfers by the Seller | 45 |

| 8.4 | Transfers by Sandstorm | 45 |

| 8.5 | Restricted Persons | 45 | | ARTICLE 9 SECURITY | | 45 |

| 9.1 | Security | 45 |

| 9.2 | Inter-Creditor Agreement | 48 | | ARTICLE 10 REPRESENTATIONS AND WARRANTIES | | 48 |

| 10.1 | Representations and Warranties of the Seller | 48 |

| 10.2 | Representations and Warranties of Sandstorm | 48 |

| 10.3 | Survival of Representations and Warranties | 49 |

| 10.4 | Knowledge | 49 | | ARTICLE 11 DEFAULTS AND DISPUTES | | 49 |

| 11.1 | Events of Default | 49 |

| 11.2 | Sandstorm Remedies | 50 |

| 11.3 | Indemnity | 50 |

| 11.4 | Disputes | 51 |

| 11.5 | Arbitration | 52 | | ARTICLE 12 ADDITIONAL PAYMENT TERMS | | 52 |

| 12.1 | Payments | 52 |

| 12.2 | Taxes | 52 |

| 12.3 | Refund of Gross-up | 53 |

| 12.4 | Change in Tax Laws | 53 |

| 12.5 | Interest | 53 |

| 12.6 | Set Off | 53 |

iii

ARTICLE 13 GENERAL		54

| 13.1 | Further Assurances | 54 |

| 13.2 | No Joint Venture | 54 |

| 13.3 | Metal Purchase Agreement Treatment and Characterization | 54 |

| 13.4 | Governing Law | 54 |

| 13.5 | Time | 54 |

| 13.6 | Costs and Expenses | 54 |

| 13.7 | Survival | 55 |

| 13.8 | Invalidity | 55 |

| 13.9 | Notices | 55 |

| 13.10 | Press Releases | 56 |

| 13.11 | Amendments | 56 |

| 13.12 | Beneficiaries | 56 |

| 13.13 | Entire Agreement | 56 |

| 13.14 | Waivers | 56 |

| 13.15 | Counterparts | 56 |

iv

THIS PRECIOUS METALS DELIVERY AND PURCHASE AGREEMENT dated as of April 3, 2019

BETWEEN:

SANDSTORM GOLD LTD., a company existing under the laws of the Province of British Columbia,

(“Sandstorm”)

AND:

AMERICAS SILVER CORPORATION, a company existing under the federal laws of Canada,

(the “Seller”)

WHEREAS Gold Acquisition Corp. is the legal and beneficial owner of the Mining Properties and the Ancillary Rights (as defined below) and is in the process of developing the Mine (as defined below);

AND WHEREAS Gold Acquisition Corp. is a wholly-owned indirect subsidiary of the Seller;

AND WHEREAS, during the Fixed Delivery Period (as defined below), the Seller has agreed to deliver to Sandstorm, and Sandstorm has agreed to accept delivery from the Seller of, an amount of Refined Gold (as defined below) equal to the Fixed Deliveries, subject to and in accordance with the terms and conditions of this Agreement;

AND WHEREAS, from and after the Variable Delivery Start Date (as defined below), the Seller has agreed to sell and deliver to Sandstorm, and Sandstorm has agreed to purchase and accept delivery from the Seller, an amount of Refined Gold equal to the Payable Gold (as defined below) and an amount of Refined Silver (as defined below) equal to the Payable Silver (as defined below), subject to and in accordance with the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement:

“Abandonment Property” has the meaning set out in Section 7.8.

“Additional Term” has the meaning set out in Section 5.1.

1

“Advance Payment” has the meaning set out in Section 3.1.

“Advance Payment Date” has the meaning set out in paragraph (iii) of the defined term “Advance Request”.

“Advance Payment Funding Conditions” has the meaning set out in Section 3.2.

“Advance Request” means written notice delivered by the Seller to Sandstorm pursuant to Section 3.4(b) setting out the following:

(i)	a construction report for the most recent 60 day period that includes the following: a description of development activities for such 60 day period, a comparison of the monthly budget to actual costs incurred and variances to date, the percentage completion for the major elements of construction, and a review of any environmental compliance activities;
(ii)	the specific amount of funds requested to be paid as the Bi-Monthly Advance, with the Bi-Monthly Advance being no greater than the estimated Project Costs for the 60 day period following the Advance Payment Date;
(iii)	the requested date of payment of the Bi-Monthly Advance (the “Advance Payment Date”), which date shall be a Business Day; and
(iv)	a schedule for the planned use of the funds representing the Bi-Monthly Advance, with all such funds scheduled to be spent within the 60 day period following the Advance Payment Date.

“Affiliate” means, in relation to any person, any other person controlling, controlled by, or under common control with such first mentioned person.

“Agreement” means this Precious Metals Delivery and Purchase Agreement and all attached schedules, in each case as the same may be amended or modified from time to time in accordance with the terms hereof.

“Ancillary Rights” means all right, title and interest of GAC in and to:

(i)

all water, water rights, ditches and ditch rights, reservoirs and storage rights, wells and groundwater rights (whether tributary or non-tributary), permits and other evidence of authority, water shares, water contracts, water allotments, and other rights in and to the use of water of any kind or nature, whether like or unlike the foregoing, decreed or undecreed, appurtenant to the Mining Properties, including the water rights described in Schedule A-1, and all rights to all ditches, head gates, outlet structures, measuring devices, pumps, pipelines, sprinkler systems, and other equipment or devices associated with the historical and beneficial use of or otherwise appurtenant to or used in connection with the water rights, and all easements, rights of way, permissions, licenses or other rights associated with the beneficial use of or otherwise appurtenant to or used in connection with any of the water rights or water facilities described herein;

2

(ii)	all other property, stockpiles, tailings, buildings, structures, facilities and fixtures used, affixed or situated thereon, utility commitments and other rights or assets, in each case relating to the Mining Properties; and
(iii)	any of the foregoing acquired from and after the date of this Agreement.

“Anti-Bribery Laws” means the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States), and any other anti-bribery, anti-corruption or public official conflict of interest law applicable to the Seller.

“Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law (including, without limitation, Anti-Bribery Laws), regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, business or operations.

“Applicable Percentage” has the meaning set forth in Section 7.7(b).

“Approvals” means all authorizations, licences, permits (including mining permits), concessions, franchises, consents, orders, decrees, registrations, variances, plans (including any plan of operation) and other approvals required to be obtained from any person, including any federal, state, territorial or local government, agency, department, ministry, authority, tribunal, commission, official, court, stock exchange, or securities commission, together with any amendments, modifications or updates thereto.

“Approved Purchaser” means a person (i) with a direct and primary listing of its equity shares on one or more of the Toronto Stock Exchange, the New York Stock Exchange, the London Stock Exchange, the Tokyo Stock Exchange or the Australian Stock Exchange, or any of their successors (for greater certainty, such exchanges shall not include any related junior exchanges), and (ii) who has the financial and operational ability to effectively perform all of the Seller’s obligations under this Agreement.

“Area of Interest” means the area within the outer boundaries of the Mining Properties as they exist on the date of this Agreement, which outer boundaries are demarcated by the UTM coordinates listed in Schedule A-1 attached hereto and the red line on the map of the Mining Properties attached as Schedule B attached hereto.

“Arbitration Rules” has the meaning set out in Section 11.5(a)

“Assignment, Subordination and Postponement of Claims” has the meaning set out in Section 9.1(d).

“BCICAC” has the meaning set out in Section 11.5(a).

3

“Bi-Monthly Advance” has the meaning set out in Section 3.4(a)(ii).

“Books and Records” means the records, data, documentation, scientific and technical information, and other information relating to operations and activities with respect to the Mining Properties and the Mineral Processing Facility, including the progress of the mining and production of Minerals therefrom and the treatment, processing, milling, concentrating and transportation of Minerals and weight, moisture and assay certificates.

“Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Provinces of British Columbia or Ontario.

“Change in Law” has the meaning set out in Section 12.4(a).

“Change of Control” means, with respect to GAC or any of its Affiliates (other than the Seller), the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any other person or group of other persons (other than the Seller and its Affiliates) acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of such person, measured by voting power rather than number of shares; or (ii) acquires control of such person.

“Claims” has the meaning set out in paragraph 12 of Schedule D-1.

“Collateral” means the Seller Collateral, the Pershing Collateral and the GAC Collateral.

“Commingling Plan” has the meaning set out in Section 7.2(b)(i).

“Confidential Information” has the meaning set out in Section 6.5(a).

“control” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a person, whether by ownership of securities, by contract or otherwise; and “controls”, “controlling”, “controlled by” and “under common control with” have corresponding meanings.

“Control Person” has the meaning set out in Section 8.2(a)(v).

“Convertible Debenture” means the Convertible Debenture between the Seller and Sandstorm of same date.

“Cure Period” has the meaning set out in Section 3.5.

“Date of Delivery” has the meaning set out in Section 2.5(a).

4

“Debt” means with respect to any person, without duplication:

(i)	an obligation in respect of borrowed money or for the deferred purchase price of assets, property or services (including an obligation arising from conditional sales or other title retention agreements but excluding trade accounts payable arising in the ordinary course of business) or an obligation that is evidenced by a note, bond, debenture or any other similar instrument;
(ii)	an obligation under a capital lease, including liabilities in respect of capital leases incurred by such person in connection with sale/leaseback transactions;
(iii)	a reimbursement obligation or other obligation (contingent or otherwise) in connection with a bankers’ acceptance or any similar instrument, or letter of credit or letter of guarantee issued by or for the account of such person;
(iv)	a contingent liability under any guarantee to the extent that the primary obligation so guaranteed would be classified as “Debt” (within the meaning of this definition) of the primary obligor;
(v)	the aggregate amount at which any shares in the capital of such person are redeemable or retractable at the option of the holder of such shares for cash or obligations constituting Debt or any combination thereof; or
(vi)	purchase money indebtedness of such person.

“Designated Jurisdiction” **** means Canada, the United Kingdom and Switzerland.

“Designated Metal Account” has the meaning set out in Section 2.5(a).

“Development Plan” means a comprehensive plan for the construction and development of the Mine based on the Feasibility Study (as may be amended in accordance with Section 4.1), and which sets out in reasonable detail (i) a construction capital budget for the construction and development of the Mine, (ii) a planned mine construction expenditure schedule for achieving commercial operation of the Mine, and (iii) the source and application of funds required to achieve commercial operation of the Mine.

“Disclosing Party” has the meaning set out in Section 6.5(a).

“Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule D-2.

“Displacement” has the meaning set out in Section 7.2(b)(iv).

“Dispute” means any and all claims, controversies, or disputes among the Parties arising out of or relating to the validity, construction, interpretation, meaning, performance, effect or breach of this Agreement or the rights and liabilities arising hereunder.

5

“Distribution” means any payment, directly or indirectly, by GAC of any:

(i)	dividend in cash or other property or assets or return of any capital to any of its Affiliates;
(ii)	management fee paid or comparable payment to any Affiliate of GAC or to any director or officer of GAC or Affiliate of GAC, or to any person not dealing at arm’s length with GAC or any Affiliate, director or officer of GAC; or
(iii)	indebtedness owing by GAC to an obligor that is an Affiliate by way of intercompany debt or otherwise.

“Effective Date” means the date of this Agreement, as first set forth above.

“Encumbrances” means any mortgage, deed of trust, pledge, lien, assignment by way of security, charge, collateral right, option, right of first refusal, right of first option, royalty or right pursuant to a royalty, security interest, trust arrangement in the nature of a security interest, conditional sale or other title retention agreement, equipment trust, hypothec, levy, execution, seizure, attachment, garnishment, preferential right or adverse claim constituting an interest in property, or any other encumbrance of any nature and kind.

“Event of Default” has the meaning set out in Section 11.1.

“Excluded Collateral” means (i) any mining properties or mining rights, real property and other personal property not used in connection with or otherwise related to the Mine or Mining Properties, and (ii) a second processing facility that may be constructed on any portion of the Mining Properties but that is not referenced in the Feasibility Study.

“Excluded Taxes” means, with respect to any Party:

(i)	any Taxes imposed on or measured by the Party’s net income, net profits, capital gains, capital or branch profits, arising in a jurisdiction (or any political subdivision thereof) other than Canada by virtue of the Party:

	(A)	being incorporated or continued or resident or organized in such jurisdiction other than Canada, in each case determined by application of the laws of such jurisdiction;
	(B)	having a permanent establishment or carrying on business, in each case determined by application of the laws of such jurisdiction other than Canada; or
	(C)	having any present or former connection with such jurisdiction other than Canada (other than any such connection arising solely from (1) receiving and making deliveries of Refined Gold or Refined Silver under this Agreement, (2) making or receiving payments under this Agreement (including the Advanced Payment), (3) enforcing rights under this Agreement or (4) entering into this Agreement);
(ii)	any Taxes which arise because of a change of recipient or any change in the jurisdiction in which a Party is resident, incorporated or carries on business; or

6

(iii)	any Taxes which arise by reason of a Party receiving deliveries in a jurisdiction other than a Designated Jurisdiction.

“Expert Review Request Notice” has the meaning set out in Section 3.5(b).

“Expropriation Event” means an expropriatory act or series of expropriatory acts, comprising confiscation, nationalization, requisition, sequestration and/or similar acts, by law, order, executive or administrative action or otherwise of any Governmental Authority or any corporation or other entity controlled by any Governmental Authority the result of which expropriatory act or series of expropriatory acts is that all or substantially all of the rights, privileges and benefits pertaining to or associated with all or any part of the Mining Properties cease being for the benefit or entitlement of GAC (or indirectly for Pershing or the Seller), whether as a result of ceasing to own such part of the Mining Properties or otherwise.

“Feasibility Study” means that Technical Report and Feasibility Study for the Relief Canyon Project prepared by Mine Development Associates dated July 6, 2018, to be effective May 24, 2018.

“First Gold Pour” means the date of the first gold pour, being the initial production of gold in the form of doré or other saleable product bearing gold (which, for greater certainty, shall include the production of gold in the form of doré or other saleable product bearing gold, through any form of milling, leaching, processing or other beneficiation) that is originally derived from, mined, produced, extracted or otherwise recovered from the Mining Properties.

“Fixed Deliveries” has the meaning set out in Section 2.1.

“Fixed Delivery Period” means the period commencing on the Fixed Delivery Start Date and ending on the date that is 66 months from and after the Fixed Delivery Start Date.

“Fixed Delivery Start Date” means, subject to Section 3.4(f), the later of: (i) the first day of the calendar month immediately following the calendar month in which the First Gold Pour occurs; and (ii) the first day of the calendar month immediately following the 12 month anniversary of the Effective Date; provided that, if the First Gold Pour has not occurred by the Outside Date, then the Fixed Delivery Start Date shall be the first day of the calendar month immediately following the Outside Date.

“GAC” means Gold Acquisition Corp., a company existing under the laws of the State of Nevada.

“GAC Collateral” has the meaning set out in Section 9.1(c)(ii).

“GAC Guarantee” has the meaning set out in Section 9.1(c)(i).

“GAC Security Agreement” has the meaning set out in Section 9.1(c)(ii).

7

“Gold Market Price” means, with respect to any day, the afternoon (p.m.) per ounce LBMA Gold Price in U.S. dollars quoted by the LBMA (currently in partnership with CME Group and Thomson Reuters) for Refined Gold on such day, or if such day is not a trading day, on the immediately preceding trading day; provided that, if for any reason, the LBMA is no longer in operation or the price of gold is not confirmed, acknowledged or quoted by the LBMA (currently in partnership with CME Group and Thomson Reuters), the Gold Market Price shall be determined by reference to the price of Refined Gold in a manner endorsed by the LBMA, and failing that the Gold Market Price shall be determined by reference to the price of gold on another commercial exchange mutually acceptable to the Seller and Sandstorm, acting reasonably (and references to LBMA trading day in this agreement shall be adjusted accordingly).

“Governmental Authority” means any federal, state, provincial, territorial or local government, agency, department, ministry, authority, tribunal, commission, official, court or securities commission.

“including” or “includes” means including without limitation or includes without limitation.

“Independent Auditor” has the meaning set out in Section 3.5(b).

“Initial Advance” has the meaning set out in Section 3.4(a)(i).

“Initial Advance Payment Date” has the meaning set out in paragraph (iii) of the defined term “Initial Advance Request”.

“Initial Advance Request” means written notice delivered by the Seller to Sandstorm pursuant to Section 3.4(b) setting out the following:

(i)	a construction report for the most recent 60 day period that includes the following: a description of any development activities for such 60 day period, a comparison of the monthly budget to actual costs incurred and variances to date, the percentage completion for the major elements of construction, and a review of any environmental compliance activities;
(ii)	the specific amount of funds requested to be paid as the Initial Advance, with the Initial Advance being no greater than the estimated Project Costs for the 60 day period following the Initial Advance Payment Date;
(iii)	the requested date of payment of the Initial Advance (the “Initial Advance Payment Date”) which date shall be a Business Day; and
(iv)	a schedule for the planned use of the funds representing the Initial Advance, with all such funds (other than for expenses already incurred) scheduled to be spent within the first 60 day period following the Initial Advance Payment Date.

“Initial Term” has the meaning set out in Section 5.1.

8

“Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:

(i)	proceedings are commenced for the winding-up, liquidation or dissolution of it, unless it in good faith actively and diligently contests such proceedings resulting in a dismissal or stay thereof within 90 days of the commencement of such proceedings;
(ii)	a decree or order of a court of competent jurisdiction is entered adjudging it to be bankrupt or insolvent (unless vacated), or a petition seeking reorganization, arrangement or adjustment of or in respect of it is approved under Applicable Laws relating to bankruptcy, insolvency or relief of debtors;
(iii)	it makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in or approves or has filed or commenced against it any proceeding under any bankruptcy (whether voluntary or involuntary), insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its assets or property, or has a liquidator, administrator, receiver, trustee, conservator or similar person appointed with respect to it or any substantial portion of its property or assets, unless any of the matters referred to in this clause (iii) are dismissed within 90 days of commencement of such proceeding or appointment as applicable;
(iv)	a resolution is passed for the receivership, winding-up or liquidation of it; or
(v)	anything analogous or having a similar effect to an event listed in paragraphs (i) to (iv) above occurs in respect of that person.

“LBMA” means the London Bullion Market Association.

“LBMA Good Delivery Rules” means the Good Delivery Rules for Gold and Silver Bars – Specifications for Good Delivery Bars and Application Procedures for Listing of the LBMA, as amended from time to time.

“Leased Claims” has the meaning set out in paragraph 12 of Schedule D-1.

“Lender” means one or more banking or financial institutions, private lenders, Offtakers, equipment lease providers or export credit agencies that provides any Debt in favour of the Seller, Pershing or GAC and including any agent or trustee acting on its or their behalf, but excluding the Seller, Pershing, GAC or any of their Affiliates.

9

“LIBO Rate” on any date means the six-month rate of interest for deposits in U.S. dollars appearing on the Reuters LIBO page as of 11:00 a.m., London, England time, on such date; provided that if such rate does not appear on the Reuters LIBO page, the “LIBO Rate” shall instead be the rate per annum equal to the rate at which Credit Suisse AG offers in respect of U.S. dollar deposits at or about 11:00 a.m., London, England time, on such date in the London interbank Eurodollar market for a six-month period and in an amount comparable to the amount upon which interest is to be paid.

“Losses” means all fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties, judgment and other amounts paid in settlement of any claim, demand, action, suit, proceeding, assessment, judgement, settlement or comprise), including any Taxes payable in respect thereof and, in the case of Sandstorm, loss of profits, loss of revenue or losses attributable to the failure to deliver current or future required or expected deliveries of Refined Gold and Refined Silver hereunder over the Term (not taking into account any early termination of this Agreement under Section 11.2(a)(iii) (including any decline in value of any gold or silver that is not delivered when due), in connection with or in respect of any breach or default of this Agreement by the Seller, but excluding any other special, indirect or consequential damages (including losses or damages outside of Sandstorm’s business relationship with the Seller).

“Material Adverse Effect” means any event, occurrence, change or effect that, when taken together with all other events, occurrences, changes or effects, does or would reasonably be expected to:

(i)	materially limit, restrict or impair the ability of the Seller to perform its obligations under this Agreement;
(ii)	cause any significant decrease to expected gold or silver production from the Mining Properties;
(iii)	materially limit, restrict or impair the ability of the Seller, Pershing or GAC to perform its respective obligations under any of the Security Agreements; or
(iv)	materially limit, restrict or impair the ability of Sandstorm to enforce its rights, benefits and privileges under the Security Agreements.

provided that (i) changes to commodity prices, and (ii) changes in general political, economic or financial conditions, whether domestic or international, including changes or disruptions in securities or currency markets, shall not be a Material Adverse Effect or taken into account in determining whether there has been or will be a Material Adverse Effect.

“Material Contracts” means any contract or agreement entered into by the Seller or any of its Affiliates that is material to the construction, development or operation of the Project Assets and that would have a Material Adverse Effect if it was terminated or suspended or any party thereto failed to perform its obligations thereunder, which, for greater certainty, shall include the Mine Construction Contractor Agreements and the Mine Operating Agreement.

10

“Mine” means the mining project commonly referred to as the Relief Canyon Project and the Project Assets and all associated assets and facilities to be constructed and operated on or near the Mining Properties.

“Mine Construction Contractor Agreements” has the meaning set out in Section 3.2(a).

“Mine Operating Agreement” has the meaning set out in Section 3.2(a).

“Mineral Processing Facility” means any mill or heap leaching facility, or other processing facility owned or operated or both by GAC located on or near the Mining Properties, to the extent that such mill, heap leaching facility or other processing facility was built with the primary intention of processing ore from the Mining Properties, and at which Minerals are processed.

“Minerals” means any and all marketable metal bearing material in whatever form or state (including gold and silver) that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including ore and any other products resulting from the further milling, leaching, processing or other beneficiation of Minerals, including concentrates or doré bars.

“Mining Properties” means all right, title and interest of GAC in and to:

(i)

the patented claims, fee lands, mineral or mining leases, subsurface rights, extra-lateral rights, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned, leased or subleased, easements, rights-of-way, access rights, surface right or surface use agreements and any other right, title or interest to use the surface estate, all as more particularly described in Schedules A‑1 and A-2, and depicted in the map attached as Schedule B, together with all appurtenances thereto;

(ii)

the patented claims, fee lands, mineral or mining leases, subsurface rights, extra-lateral rights, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned, leased or subleased, easements, rights-of-way, access rights, surface rights and surface use agreements and any other right, title or interest to use the surface estate, in each case purchased or acquired by GAC or any of its Affiliates from and after the Effective Date and situated within the Area of Interest; and

(iii)

any amendments, relocations, adjustments, resurvey, additional locations, conversions of, or any renewal, amendment, other modification or extension, accession or succession to any Mining Properties referenced in paragraphs (i) or (ii) above, whether created privately or through government action.

11

“Monthly Report” means a written report, in relation to any calendar month, prepared by GAC with respect to the Mine, detailing:

(i)	the types, tonnages and head grades of ore mined from the Mining Properties during such calendar month;
(ii)	the types, tonnages and grades of ore processed from the Mining Properties during such calendar month;
(iii)	with respect to any Mineral Processing Facility, the types of product produced (i.e., concentrate or doré), tonnages and concentrate grades during such calendar month and the resulting recoveries;
(iv)	the number of ounces of gold estimated to be contained in the product produced (i.e., doré or concentrate) during such calendar month, and, from and after the Variable Delivery Start Date, the number of ounces of gold and silver estimated to be contained in the product produced during such calendar month;
(v)	the tonnes and grade of any product delivered or shipped offsite during such calendar month;
(vi)	the Uncredited Balance on the last day of such calendar month;
(vii)	the stockpile of products mined from the Mining Properties (including tonnage and grade) situated at the Mine or at another site;
(viii)	the cumulative ounces of Refined Gold delivered pursuant to this Agreement, and from and after the Variable Delivery Start Date, the cumulative ounces of Refined Gold and Refined Silver delivered pursuant to this Agreement; and
(ix)	such other information in respect of gold and silver mined, produced, extracted or otherwise recovered from the Mining Properties, as may be reasonably requested by Sandstorm.

“New Control Seller” has the meaning set out in Section 8.2(b)(ii).

“New Control Person” has the meaning set out in Section 8.2(b)(iv).

“New Ultimate Parent” has the meaning set out in Section 8.2(b)(iii).

“New Owner” has the meaning set out in Section 8.2(a)(ii).

“New Seller” has the meaning set out in Section 8.2(a)(iii).

12

“Net Proceeds” means with respect to the receipt of proceeds under Section 7.7(b), the aggregate amount received by the Seller or Affiliates of the Seller, less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to Sandstorm upon request) incurred or paid to a third party by the Seller or Affiliates of the Seller in connection with the claim giving rise to such proceeds.

“NI 43-101” means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

“notice” has the meaning set out in Section 13.9.

“Offtake Agreement” means any agreement entered into by the Seller or any of its Affiliates with an Offtaker that relates to: (i) the sale of Produced Gold or Produced Silver to an Offtaker; (ii) the transfer of the entitlement to, or the benefit of, Produced Gold or Produced Silver to an Offtaker; **** or (iii) the smelting, refining or other beneficiation of Produced Gold or Produced Silver by an Offtaker for the benefit of the Seller or any of its Affiliates, as the same may be supplemented, amended, restated or superseded from time to time.

“Offtaker” means (i) any person other than an Affiliate of the Seller that purchases Produced Gold or Produced Silver from the Seller or any of its Affiliates; (ii) any person that is the recipient of a transfer of the entitlement to, or benefit of, Produced Gold or Produced Silver from the Seller or any of its Affiliates; or (iii) any person that takes delivery of Produced Gold or Produced Silver for the purpose of smelting, refining or other beneficiation of such Produced Gold or Produced Silver for the benefit of the Seller or any of its Affiliates.

“Offtaker Charges” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other charges, metals losses, penalties or deductions that may be charged or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage, a payment or otherwise.

“Offtaker Delivery” means the delivery of Produced Gold or Produced Silver to an Offtaker or the transfer of the entitlement to or benefit of Produced Gold or Produced Silver to an Offtaker, **** which for greater certainty shall not include any deliveries of Produced Gold or Produced Silver to persons subsequent to the first Offtaker acquiring such Produced Gold or Produced Silver.

“Offtaker Documentation” means a copy of all documents and information received from an Offtaker to which an Offtaker Payment relates, including any rejection of Minerals, sampling/assay information, umpire reports (if any), invoices and other settlement documents.

“Offtaker Payment” means (i) with respect to (A) Produced Gold or Produced Silver purchased by an Offtaker from the Seller or any of its Affiliates; or (B) Produced Gold or Produced Silver for which the entitlement to, or benefit of which, is transferred to an Offtaker, the receipt by the Seller or any of its Affiliates of any cash payment or other consideration (including any gold or silver credits) from the Offtaker in respect of any Produced Gold or Produced Silver; and (ii) with respect to Produced Gold or Produced Silver refined, smelted or otherwise beneficiated by an Offtaker on behalf of the Seller or any of its Affiliates, the receipt by the Seller or any of its Affiliates of any cash payment or Refined Gold or Refined Silver in accordance with the applicable Offtake Agreement.

13

“Other Minerals” means ores or other minerals mined, produced, extracted or otherwise recovered from properties that are not one of or do not constitute part of the Mining Properties.

“ounce” means a troy ounce of 31.10 grams, metric, provided that if the measurement is 31.05 grams, metric or higher, then the measurement will be rounded up to the nearest troy ounce, and if the measurement is lower than 31.05 grams, metric, then the measurement will be rounded down to the nearest troy ounce.

“Outside Date” means the date that is 18 months from the Effective Date, as extended in accordance with Section 3.4.

“Overdue Gold Ounces” means the balance, from time to time, if any, of the number of ounces of Refined Gold that have not been delivered to Sandstorm when due in accordance with this Agreement.

“Overdue Silver Ounces” means the balance, from time to time, if any, of the number of ounces of Refined Silver that have not been delivered to Sandstorm when due in accordance with this Agreement.

“Owned Claims” has the meaning set out in paragraph 12 of Schedule D‑1.

“Owned Millsites” has the meaning set out in paragraph 12 of Schedule D‑1.

“Parties” means Sandstorm and the Seller, and “Party” means either of them.

“Payable Gold” means, subject to Section 2.9, 4% of the Reference Gold (prior to any Offtaker Charges) contained in any Offtaker Delivery.

“Payable Silver” means, subject to Section 2.9, 4% of the Reference Silver (prior to any Offtaker Charges) contained in any Offtaker Delivery.

“Permitted Debt” means:

(i)	obligations relating to bonds, letters of credit and other forms of surety issued or granted by, or for the benefit of, GAC securing reclamation obligations in respect of the Mining Properties;
(ii)	inter-company Debt that is subject to an Assignment, Subordination or Postponement of Claims, pursuant to Section 9.1(d);
(iii)	other Debt of GAC not included in paragraphs (i) and (ii) above, including Debt of GAC under capital leases and purchase money obligations, provided that such other Debt of GAC does not exceed $12,000,000 in the aggregate at any time.

14

“Permitted Encumbrances” means any Encumbrance in respect of the Project Assets constituted by the following:

(i)	inchoate or statutory liens for Taxes, assessments, rents or charges and other statutory liens for payments not at the time due or payable, or which are being contested in good faith through appropriate proceedings;
(ii)	any reservations or exceptions contained in the original grants of land (excluding any royalties) or by applicable statute or the terms of any lease in respect of any portion of the Mining Properties or comprising any portion of the Mining Properties;
(iii)	minor discrepancies in the legal description or acreage of or associated with the Mining Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(iv)	rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Mining Properties, which do not in the aggregate materially detract from the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;
(v)	liens or other rights granted by the Seller or any of its Affiliates to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);
(vi)	Encumbrances for equipment leases or purchase money security interests for Project Assets with an aggregate value of no more than $12,000,000 at any time;
(vii)	the existing royalties as specified in Schedule H;
(viii)	in the case of Leased Claims, Owned Claims and Owned Millsites, the paramount title of the United States, and the obligations under the General Mining Law of 1872 and regulations pertaining to the same, and the various regulations of the United States Forest Service and the Bureau of Land Management, as well as the various Permits and Mining Plan of Operations, and any valid rights of third parties to use the surface or subsurface of the lands covered by such Owned Claims and Owned Millsites pursuant to the Multiple Mineral Development Act of 1954 and the Surface Resources and Multiple Use Act of 1955;

15

(ix)	applicable zoning and land use laws pertaining to the Mining Properties and ancillary facilities;
(x)	the priority of use for any water rights and limitations as designated in the water rights or by the Nevada State Engineer limiting water use;
(xi)	Encumbrances as security for the payment and performance of the Convertible Debenture;
(xii)	the Sandstorm Security;
(xiii)	any Encumbrance imposed by law and incurred in the ordinary course of business, including, without limitation, construction, builders’, warehousemen’s and mechanics’ liens and other similar Encumbrances arising in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with IFRS have been established to the extent required by IFRS;
(xiv)	Encumbrances as a result of any judgment or order rendered or claim filed against a person which is being contested in good faith by proper legal proceedings (and as to which any enforcement proceedings shall have been suspended by operation of law or stayed pending an appeal or other proceeding) and for which appropriate reserves in accordance with IFRS have been established to the extent required by IFRS; and
(xv)	any rights of set-off with respect to any deposit account of the Seller, Pershing or GAC as applicable in favour of the financial institution at which such deposit account is maintained and not constituting a financing transaction.

“person” means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, government or any other type of organization, whether or not a legal entity.

16

“Pershing” means Pershing Gold Corporation, a company existing under the laws of Nevada.

“Pershing Collateral” has the meaning set out in Section 9.1(b)(ii).

“Pershing PMDPA Guaranteed Obligations” has the meaning set out in Section 9.1(b)(i).

“Pershing Guarantee” has the meaning set out in Section 9.1(b)(i).

“Pershing Share Pledge Agreement” has the meaning set out in Section 9.1(b)(ii).

“Produced Gold” means any and all gold in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including gold contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“Produced Silver” means any and all silver in whatever form or state that is mined, produced, extracted or otherwise recovered from the Mining Properties, including any silver derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Mining Properties, and including silver contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“Project Assets” means the Mining Properties, the Minerals, the Ancillary Rights and the Mineral Processing Facility and all other present and after-acquired real or personal property, used or acquired for use by GAC in connection with the development or construction of the Mine or the mining, production or extraction of the Minerals.

“Project Costs” means all costs and expenses that are or are expected to be incurred by GAC or any of its Affiliates to develop and construct the Mine, in accordance with the Development Plan approved by the Seller’s board of directors. For the avoidance of doubt, Project Costs shall not include costs and expenses incurred by GAC or any of its Affiliates directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Minerals on, in or under the Mining Properties or other similar exploration costs and expenses.

“Receiving Party” has the meaning set out in Section 6.5(a).

“Reference Gold” means the Produced Gold contained in any Minerals contained in an Offtaker Delivery.

“Reference Silver” means the Produced Silver contained in any Minerals contained in an Offtaker Delivery.

“Referring Party” has the meaning set out in Section 11.5(b).

17

“Refined Gold” means marketable metal bearing material in the form of physical gold bars or coins refined to standards meeting or exceeding 995 parts per 1,000 fine gold and that otherwise meets the LBMA Good Delivery Rules.

“Refined Silver” means marketable metal bearing material in the form of physical silver bars or coins that is refined to standards meeting or exceeding 999 parts per thousand silver and that otherwise meets the LBMA Good Delivery Rules.

“Reserves” means proven and probable reserves as defined and incorporated under NI 43-101.

“Resources” means indicated, inferred and measured resources as defined and incorporated under NI 43-101.

“Restricted Person” means any person that:

(a)	is named, identified, described on or included on:

(i)	any publicly available lists maintained under the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), or the Freezing Assets of Corrupt Foreign Officials Act (Canada), or under any regulations promulgated under any of the foregoing;
(ii)	the Denied Persons List, the Entity List or the Unverified List, compiled by the Bureau of Industry and Security, U.S. Department of Commerce;
(iii)	the List of Statutorily Debarred Parties compiled by the U.S. Department of State;
(iv)	the Specially Designated Nationals and Blocked Persons List compiled by the U.S. Office of Foreign Assets Control;
(v)	the annex to, or is otherwise subject to the provisions of, U.S. Executive Order No. 13324; or
(vi)	any publicly available lists maintained under any other Applicable Law of Canada or the United States relating to anti‑terrorism or anti‑money laundering;

(b)	is subject to trade restrictions under United States Governmental Requirement, including:

(i)	the International Emergency Economic Powers Act, 50 U.S.C.; or
(ii)	the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.; or any other enabling Governmental Requirement or executive order relating thereto, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107‑56; or

18

(c)	is known to be an Affiliate of a person covered under sub‑paragraphs (a) or (b).

“Royalty Agreement” means the Net Smelter Returns Royalty Agreement between GAC and Premier Royalty, U.S.A. Inc. **** of same date.

“Sandstorm Security” has the meaning set out in Section 3.2(e)(v).

“Secured Party” has the meaning set out in Section 7.10(b).

“Security Agreements” means the Seller Share Pledge Agreement, the Pershing Guarantee, the Pershing Share Pledge Agreement, the GAC Guarantee, the GAC Security Agreements, the Assignment, Subordination and Postponement of Claims, and any other security agreement, instrument or document contemplated under this Agreement.

“Seller Collateral” has the meaning set out in Section 9.1(a).

“Seller Guarantee” has the meaning set out in Section 9.1(i).

“Seller Share Pledge Agreement” has the meaning set out in Section 9.1(a).

“Silver Market Price” means, with respect to any day, the per ounce silver fixing price in U.S. dollars quoted by the LBMA (currently in partnership with CME Group and Thomson Reuters) for Refined Silver on such day or, if such day is not a trading day, the immediately preceding trading day; provided that if, for any reason, the LBMA is no longer in operation, or if the price of Refined Silver is not confirmed, acknowledged by or quoted by the LBMA (currently in partnership with CME Group and Thomson Reuters), the Silver Market Price shall be determined by reference to the price of Refined Silver in a manner endorsed by the LBMA, failing which the Silver Market Price shall be determined by reference to the price of silver on another commercial exchange mutually acceptable to the Seller and Sandstorm, acting reasonably (and references to LBMA trading day in this agreement shall be adjusted accordingly).

“Stream Repurchase Notice” has the meaning set out in Section 2.9(a).

“Stream Repurchase Price” has the meaning set out in Section 2.9(a).

“subsidiary” has the meaning set out in the Business Corporations Act (British Columbia).

“Tax” or “Taxes” means all taxes, assessments and other governmental charge, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any federal, provincial, state or local government, or any agency or political subdivision of any such government, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), non-resident withholding taxes, sales and use taxes, branch profit taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, net proceeds of mine taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing.

19

“Term” has the meaning set out in Section 5.1.

“Time of Delivery” has the meaning set out in Section 2.5(a).

“Transfer” means to sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest, excluding Expropriation Events.

“Ultimate Parent” has the meaning set out in Section 8.2(a)(iv).

“Uncredited Balance” means, at any time and from time to time, the outstanding uncredited balance of the Advance Payment, until it is reduced to nil in accordance with Section 2.2 and Section 2.8(b).

“Variable Delivery Start Date” means the date that is the fifth anniversary of the Fixed Delivery Start Date.

1.2 Statutory References

Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re-enacted or replaced from time to time.

1.3 Interpretation

(a)	Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(b)	Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
(c)	The terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.
(d)	References to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement.
(e)	References to a Party, Pershing or GAC in this Agreement means the Party Pershing or GAC, as applicable or its successors or permitted assigns.
(f)	A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and shall include all subsequent amendments and other modifications thereto.

1.4 Construction

The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

20

1.5 Days

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

1.6 Dollar Amounts

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States of America dollars.

1.7 Schedules

The following schedules are attached to and form part of this Agreement:

Schedule A-1	–	Mining Properties

| Schedule A-2 | – | Royalty Burdens for Use in Calculating Purchase Price |

| Schedule B | – | Map of Mining Properties |

| Schedule C | – | Delivery Schedule |

| Schedule D-1 | – | Representations and Warranties of the Seller |

| Schedule D-2 | – | Disclosure Schedule |

| Schedule E | – | Representations and Warranties of Sandstorm |

| Schedule F | – | Form of Advance Request Draw Down Certificate |

| Schedule G | – | Sample Calculations of Stream Repurchase Payment |

| Schedule H | – | Royalties Encumbering Mining Properties |

| Schedule I | – | Inter-Creditor Principles |

| Schedule J | – | Schedule of Construction Contracts |

ARTICLE 2 ****

DELIVERY & PURCHASE AND SALE

2.1 Gold Delivery During the Fixed Delivery Period

Subject to and in accordance with the terms of this Agreement, during the Fixed Delivery Period, the Seller hereby agrees to deliver to Sandstorm, and Sandstorm hereby agrees to accept delivery from the Seller of, an amount of Refined Gold equal to the amounts set out in the delivery schedule attached at Schedule C hereto (collectively, the “Fixed Deliveries” and each a “Fixed Delivery”), on or before the delivery dates set out therein, free and clear of all Encumbrances.

21

2.2 Uncredited Balance Reduction Amount

At each Time of Delivery of any Refined Gold delivered pursuant to Section 2.1, the Uncredited Balance shall be reduced by an amount equal to (i) the Gold Market Price on the Date of Delivery, multiplied by (ii) the number of ounces of Refined Gold delivered to Sandstorm on the Date of Delivery.

2.3 Purchase and Sale of Refined Gold and Refined Silver

(a)

Subject to and in accordance with the terms of this Agreement, from and after the Variable Delivery Start Date, the Seller hereby agrees to sell and deliver to Sandstorm, and Sandstorm hereby agrees to purchase from the Seller (i) an amount of Refined Gold equal to the Payable Gold, and (ii) an amount of Refined Silver equal to the Payable Silver, in each case free and clear of all Encumbrances. For clarity, the obligations under this Section 2.4 and Section 2.5 are in addition to, and not in substitution for, the Seller’s obligations under Section 2.1 with respect to the last six (6) months of the Fixed Delivery Period.

(b)

For greater certainty, Payable Gold and Payable Silver shall not be reduced for, and Sandstorm shall not be responsible for any Offtaker Charges, all of which shall be for the account of the Seller.

(c)

The Seller may deliver Refined Gold or Refined Silver physically produced from any source.

2.4 Delivery Obligations From and After the Variable Delivery Start Date

(a)	From and after the Variable Delivery Start Date, within fifteen (15) Days of the end of each calendar month in which an Offtaker Payment has occurred, the Seller shall sell and deliver to Sandstorm:

(i)	Refined Gold in an amount equal to the Payable Gold in the Offtaker Delivery to which such Offtaker Payment relates; and
(ii)	Refined Silver in an amount equal to the Payable Silver in the Offtaker Delivery to which such Offtaker Payment relates.

(b)	If an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then:

(i)	for the purposes of complying with Section 2.4(a)(i), the amount of Payable Gold shall be calculated based on the quantity of Reference Gold used to calculate and pay the provisional payment;
(ii)	for the purposes of complying with Section 2.4(a)(ii), the amount of Payable Silver shall be calculated based on the quantity of Reference Silver used to calculate and pay the provisional payment; and
(iii)	within fifteen days of the end of any calendar month in which a final settlement of the Offtaker Delivery with the Offtaker is determined, the Seller shall sell and deliver to Sandstorm as part of such month’s delivery

22

(A)

Refined Gold in an amount, if positive, equal to the Payable Gold used to determine the final settlement, less the number of ounces of Refined Gold sold and delivered to Sandstorm based on the provisional Offtaker Payment, as supported by the documentation provided pursuant to Sections 2.5(c) and 2.6. If such difference is negative, the Seller shall be entitled to set off and deduct such excess amount of Refined Gold from the next or contemporaneous monthly delivery of Refined Gold by the Seller to Sandstorm under this Agreement and any Purchase Price paid by Sandstorm in respect of such excess amount of Refined Gold shall be an amount owing by the Seller to Sandstorm, which amount shall be set off and deducted from the payment for the next or contemporaneously required deliveries of Refined Gold by the Seller to Sandstorm under this Agreement. Notwithstanding the foregoing, if such difference is negative and no further deliveries are to be made under this Agreement, Sandstorm shall deliver to the Seller any excess ounces of Refined Gold previously delivered to Sandstorm by the Seller and to the extent Sandstorm previously provided payment to the Seller for such excess ounces, the Seller shall refund such payment to Sandstorm; and

(B)

Refined Silver in an amount, if positive, equal to the Payable Silver used to determine the final settlement, less the number of ounces of Payable Silver sold and delivered to Sandstorm based on the provisional Offtaker Payment, as supported by the documentation provided pursuant to Sections 2.5(c) or 2.6. If such difference is negative, the Seller shall be entitled to set off and deduct such excess amount of Refined Silver from the next or contemporaneous monthly deliveries of Refined Silver by the Seller to Sandstorm under this Agreement and any Purchase Price paid by Sandstorm in respect of such excess amount of Refined Silver shall be an amount owing by the Seller to Sandstorm, which amount shall be set off and deducted from the payment for the next or contemporaneous required delivery of Refined Silver by the Seller to Sandstorm under this Agreement. Notwithstanding the foregoing, if such difference is negative and no further deliveries are to be made under this Agreement, Sandstorm shall deliver to the Seller any excess ounces of Refined Silver previously delivered to Sandstorm by the Seller and to the extent Sandstorm previously provided payment to the Seller for such excess ounces, the Seller shall refund such payment to Sandstorm.

23

2.5 General Delivery Terms during the Term of the Agreement

(a)	The Seller shall sell and deliver to Sandstorm all Refined Gold and Refined Silver to be sold and delivered under this Agreement by way of credit (or physical allocation) to a metal account located in London, England designated by Sandstorm in writing from time to time (the “Designated Metal Account”). Sandstorm may change the location of the Designated Metal Account to a jurisdiction other than London, England upon not less than 10 Business Days prior written notice to the Seller. Upon any such designation, such metal account shall constitute the Designated Metal Account. Delivery of Refined Gold and Refined Silver to Sandstorm shall be deemed to have been made at the time and on the date Refined Gold or Refined Silver is credited to the Designated Metal Account (the “Time of Delivery” on the “Date of Delivery”). Title to, and risk of loss of, Refined Gold and Refined Silver shall pass from the Seller to Sandstorm at the Time of Delivery. Subject to Section 2.5(b), all costs and expenses pertaining to each delivery of Refined Gold and Refined Silver shall be borne by the Seller.
(b)	For so long as Sandstorm’s metal accounts are in a Designated Jurisdiction, all costs and expenses pertaining to each delivery of Refined Gold or Refined Silver to Sandstorm shall be borne by the Seller. If Sandstorm specifies delivery to a jurisdiction other than a Designated Jurisdiction, then Sandstorm will be responsible for any additional costs and expenses resulting therefrom (including incremental Taxes, whether or not charged to Sandstorm, and additional administrative and compliance costs) incurred by the Seller over the costs and expenses that would have applied in the previous Designated Jurisdiction. In this regard, the Seller will cooperate with Sandstorm and provide any necessary information concerning the Seller and/or the Mine reasonably requested by Sandstorm so that Sandstorm can determine whether there will be any additional costs and expenses for which it will be responsible.
(c)	Promptly, and in any event no later than two (2) Business Days, after receipt thereof by the Seller or any of its Affiliates, the Seller shall deliver to Sandstorm by email all Offtaker Documentation.
(d)	For all deliveries of Refined Gold or Refined Silver under this Agreement, the Seller shall notify Sandstorm in writing at least one (1) Business Day before any delivery and credit to the account of Sandstorm of:

(i)	the number of ounces of Refined Gold and Refined Silver to be delivered and credited; and
(ii)	the estimated date of delivery and credit.

24

(e)	The Seller represents, warrants and covenants to Sandstorm that, at each Time of Delivery:
	(i)	it will be the legal and beneficial owner of the Refined Gold and Refined Silver delivered to Sandstorm in accordance with Section 2.6(a);
	(ii)	it will have good, valid and marketable title to such Refined Gold and Refined Silver; and
	(iii)	such Refined Gold and Refined Silver shall be free and clear of all Encumbrances.

2.6 Invoicing

Promptly following the Time of Delivery of any Refined Gold or Refined Silver delivered pursuant to Sections 2.3 and 2.4, the Seller shall deliver to Sandstorm an invoice setting out:

(a)	the number of ounces of Refined Gold and Refined Silver so credited, and
(b)	the Purchase Price for such Refined Gold and Refined Silver.

2.7 Purchase Price

(a)	Subject to Section 2.7(b), Sandstorm shall pay to the Seller a purchase price for each ounce of Refined Gold and Refined Silver sold and delivered by the Seller to Sandstorm under Sections 2.3 and 2.4 of this Agreement (the “Purchase Price”) equal to:
	(i)	30% of the Gold Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Gold relating to Produced Gold mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of 2% or less;
	(ii)	30% of the Silver Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Silver relating to Produced Silver mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of 2% or less;
	(iii)	50% of the Gold Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Gold relating to Produced Gold mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of greater than 2%, but less than or equal to 4.5%;

25

	(iv)	50% of the Silver Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Silver relating to Produced Silver mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of greater than 2%, but less than or equal to 4.5%;
	(v)	65% of the Gold Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Gold relating to Produced Gold mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of greater than 4.5%; and
	(vi)	65% of the Silver Market Price on the LBMA trading day immediately prior to the Date of Delivery, payable in cash, for deliveries of Refined Silver relating to Produced Silver mined, produced, extracted or otherwise recovered from the portion(s) of the Mining Properties burdened by net smelter return royalty obligations of greater than 4.5%.
(b)	For the Mining Properties in which GAC holds an interest as of the Effective Date, the Purchase Price payable under this Section 2.7 shall be based on the royalty obligations set forth on Schedule A-2, notwithstanding the actual royalty obligations that burden such Mining Properties as of the Effective Date.
(c)	For Mining Properties acquired in the Area of Interest after the Effective Date, the Purchase Price payable under this Section 2.7 shall be based on the net smelter return royalty obligations that burden such Mining Properties on the date of acquisition by GAC or any of its Affiliates and any royalty obligation comprising all or a portion of the purchase price for any such property.
(d)	For purposes of Section 2.7(c), the applicable percentage net smelter royalty obligation shall be determined based on (i) the percentage actually set forth in any agreement creating or amending such a royalty, if the referenced royalty is based on a percentage of net smelter returns, or (ii) the equivalent net smelter return royalty percentage if the applicable royalty is expressed in terms other than a percentage of net smelter returns (such equivalent percentage to be mutually agreed to by the Parties or established pursuant to the provisions of Section 11.4.).

2.8 Payment

(a)	Payment by Sandstorm for each delivery of Refined Gold or Refined Silver pursuant to Sections 2.3 and 2.4 shall be made promptly and in any event not later than five (5) Business Days after the Date of Delivery.
(b)	If the Uncredited Balance has not been reduced to nil by the Variable Delivery Start Date in accordance with Section 2.2, then the Uncredited Balance shall continue to be reduced when Sandstorm pays the Purchase Price for each ounce of Refined Gold and Refined Silver to the Seller pursuant to Section 2.8(a) by:

(i)	crediting the difference between the Gold Market Price on the LBMA trading day immediately prior to the Date of Delivery and the Purchase Price for each ounce of Refined Gold delivered under Sections 2.3 and 2.4 against the Uncredited Balance; and
(ii)	crediting the difference between the Silver Market Price on the LBMA trading day immediately prior to the Date of Delivery and the Purchase Price for each ounce of Refined Silver delivered under Sections 2.3 and 2.4 against the Uncredited Balance;

in each case until the Uncredited Balance has been reduced to nil.

26

2.9 Stream Repurchase Option

(a)	The Seller may, at any time after the Effective Date, upon at least 15 days’ prior written notice to Sandstorm (the “Stream Repurchase Notice”), elect to reduce Payable Gold and Payable Silver from 4% to 2% of Reference Gold and Reference Silver, respectively, by delivering, in accordance with the procedures set forth in Section 2.5, to Sandstorm 4,000 ounces of Refined Gold, plus any accrued interest payable in accordance with Section 2.9(c) (the “Stream Repurchase Price”).
(b)	Upon payment of the Stream Repurchase Price:
	(i)	Payable Gold shall be 2% of the Reference Gold (prior to any Offtaker Charges) contained in any Offtaker Delivery; and
	(ii)	Payable Silver shall be 2% of the Reference Silver (prior to any Offtaker Charges) contained in any Offtaker Delivery;

and the definitions of “Payable Gold” and “Payable Silver” set forth in Section 1.1 shall be deemed amended accordingly.

(c)	From and after the Effective Date, the amount of the Stream Repurchase Price shall increase at a rate of 10% per annum, compounded annually and calculated on a pro-rata monthly basis. Schedule G sets forth hypothetical working examples of how the Stream Repurchase Price, plus the accrued interest is to be calculated.
(d)	Sandstorm shall discuss in good faith with the Seller, any proposals made by the Seller regarding the prepayment of Fixed Deliveries.

ARTICLE 3 ****

ADVANCE PAYMENT

3.1 Advance Payment

In consideration for Seller’s agreement to deliver and sell Refined Gold and Refined Silver to Sandstorm under and pursuant to the terms of this Agreement, Sandstorm hereby agrees to pay to the Seller an advance payment in cash in the amount of $25,000,000 (the “Advance Payment”), payable in accordance with Sections 3.2 and 3.4. Sandstorm shall not be entitled to demand repayment of all or any portion of the Advance Payment except to the extent expressly set forth in this Agreement.

27

3.2 Conditions Precedent to Advance Payment Payments

Sandstorm shall not be required to begin funding the Advance Payment to the Seller pursuant to Section 3.4, prior to the satisfaction and fulfilment of each of the following conditions (collectively, the “Advance Payment Funding Conditions”):

(a)	Equity Financing. The Seller shall have completed a private placement or other equity financing for gross proceeds of not less than US$15,000,000.
(b)	Mine Agreements. The Seller and/or GAC shall have entered into: (i) the mine construction contractor agreements with respect to the construction of the Mine identified on the attached Schedule J (the “Mine Construction Contractor Agreements”), and (ii) a mine operating agreement with respect to the operation of the Mine by a third party (the “Mine Operating Agreement”), in each case in form and substance satisfactory to Sandstorm acting reasonably, and the Seller shall have delivered a true and correct copy of such agreements to Sandstorm;
(c)	Approval of Development Plan and Mine Construction. The board of directors of the Seller shall have approved a Development Plan and the commencement of construction of the Mine in accordance with the Development Plan, and the Seller shall have delivered, in form and substance satisfactory to Sandstorm, acting reasonably, certified resolutions of the board of directors of the Seller authorizing and approving (i) the Development Plan and (ii) the commencement of construction of the Mine in accordance with the Development Plan;
(d)	Approvals. The Seller shall have provided evidence satisfactory to Sandstorm, acting reasonably, that, as of the date of the Initial Advance, all Approvals necessary for the construction and development of the Mine, and the acquisition of any Project Assets, as contemplated by the Development Plan, have either been obtained and received by GAC and continue to be in place without challenge or appeal, to the extent reasonably considered necessary by the Board of Directors of the Seller given the current stage of development and construction of the Mine, or that are expected to be obtained in the ordinary course of business by the time they are necessary;
(e)	Security Agreements. The Seller shall have delivered to Sandstorm:

(i)	the Seller Guarantee, the Pershing Guarantee, and the GAC Guarantee, duly executed by the Seller, Pershing and GAC, respectively, in form and substance satisfactory to Sandstorm, acting reasonably;
(ii)	the Seller Share Pledge Agreement and the Pershing Share Pledge Agreement, duly executed by the Seller and Pershing, respectively, in form and substance satisfactory to Sandstorm, acting reasonably;

28

(iii)

the GAC Security Agreements, duly executed by GAC, in form and substance satisfactory to Sandstorm, acting reasonably;

(iv)

an Assignment, Subordination and Postponement of Claims duly executed by each Affiliate of GAC to whom any debt, liability or obligation is owed by GAC; and

(v)

evidence in form satisfactory to Sandstorm, acting reasonably, that the Seller, Pershing and GAC shall have made, or arranged for, all such registrations, filings and recordings in all such jurisdictions, and shall have done all such other acts and things as may be necessary or advisable to create, perfect or preserve the first-ranking charges and security interests granted by the Seller, Pershing and GAC in favour of Sandstorm pursuant to the Security Agreements, subject to Permitted Encumbrances (the “Sandstorm Security”);

(f) Seller Legal Opinion. The Seller shall have delivered to Sandstorm favourable opinions, in form and substance satisfactory to Sandstorm, acting reasonably, from external legal counsel to the Seller as to customary matters for a transaction of this nature, including (i) the legal status of the Seller; (ii) the authority of the Seller to execute and deliver this Agreement, the Convertible Debenture, the Seller Guarantee and the Seller Share Pledge Agreement; (iii) the execution and delivery of this Agreement, the Convertible Debenture, the Seller Guarantee and the Seller Share Pledge Agreement, and the enforceability thereof against the Seller; (iv) the registrations, filings and recordings made to create, perfect and otherwise preserve the charges and security interests granted in favour of Sandstorm under the Seller Share Pledge Agreement; and (v) the results of the usual searches that would be conducted in each of the relevant jurisdictions in connection with the charges and security interests granted in favour of Sandstorm under the Seller Share Pledge Agreement;

(g) ***Pershing Legal Opinion.***Pershing shall have delivered to Sandstorm favourable opinions, in form and substance satisfactory to Sandstorm, acting reasonably, from external legal counsel to Pershing as to customary matters for a transaction of this nature, including: (i) the legal status of Pershing; (ii) the authority of Pershing to execute and deliver the Pershing Guarantee and the Pershing Share Pledge Agreement; (iii) the execution and delivery of the Pershing Guarantee and the Pershing Share Pledge Agreement, and the enforceability thereof against Pershing; (iv) the registrations, filings and recordings made to create, perfect and otherwise preserve the charges and security interests granted in favour of Sandstorm under the Pershing Share Pledge Agreement; and (v) the results of the usual searches that would be conducted in each of the relevant jurisdictions in connection with the charges and security interests granted in favour of Sandstorm under the Pershing Share Pledge Agreement;

(h) GAC Legal Opinion. GAC shall have delivered to Sandstorm favourable opinions, in form and substance satisfactory to Sandstorm, acting reasonably, from external legal counsel to GAC as to customary matters for a transaction of this nature, including: (i) the legal status of GAC; (ii) the authority of GAC to execute and deliver the Royalty Agreement, the GAC Guarantee and the GAC Security Agreements; (iii) the execution and delivery of the Royalty Agreement, the GAC Guarantee and the GAC Security Agreements, and the enforceability thereof against GAC; (iv) the registrations, filings and recordings made to create, perfect and otherwise preserve the charges and security interests granted in favour of Sandstorm under the GAC Security Agreements; (v) the results of the usual searches that would be conducted in each of the relevant jurisdictions in connection with the charges and security interests granted in favour of Sandstorm under the GAC Security Agreements; and (vi) title to the Mining Properties;

(i) Certificates of Good Standing. Each of the Seller, Pershing and GAC shall have delivered a certificate of good standing to Sandstorm dated as of the date of the officer’s certificates set out in Sections 3.2(j), 3.2(k) and 3.2(l);

29

(j) Seller Officer Certificate. The Seller shall have delivered to Sandstorm an executed certificate of a senior officer of the Seller, in form and substance satisfactory to Sandstorm, acting reasonably, as to (i) the constating documents of the Seller, (ii) the resolutions of the board of directors or other comparable authority of the Seller authorizing the execution, delivery and performance of this Agreement, the Convertible Debenture, the Seller Guarantee, the Seller Share Pledge Agreement, and the transactions contemplated hereby and thereby, (iii) the names, positions and true signatures of the persons authorized to sign this Agreement, the Convertible Debenture, the Seller Guarantee and the Seller Share Pledge Agreement; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sandstorm may reasonably require;

(k) Pershing Officer Certificate. Pershing shall have delivered to Sandstorm an executed certificate of a senior officer of Pershing, in form and substance satisfactory to Sandstorm, acting reasonably, as to (i) the constating documents of the Pershing, (ii) the resolutions of the board of directors of Pershing authorizing the execution, delivery and performance of the Pershing Guarantee, the Pershing Share Pledge Agreement and the transactions contemplated thereby, (iii) the names, positions and true signatures of the persons authorized to sign the Pershing Guarantee and the Pershing Share Pledge Agreement; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sandstorm may reasonably require; and

(l) GAC Officer Certificate. GAC shall have delivered to Sandstorm an executed certificate of a senior officer of GAC, in form and substance satisfactory to Sandstorm, acting reasonably, as to (i) the constating documents of GAC, (ii) the resolutions of the board of directors of GAC authorizing the execution, delivery and performance of the Royalty Agreement, the GAC Guarantee, the GAC Security Agreements, and the transactions contemplated thereby, (iii) the names, positions and true signatures of the persons authorized to sign the Royalty Agreement, the GAC Guarantee and the GAC Security Agreements; and (iv) such other customary matters pertaining to the transactions contemplated hereby as Sandstorm may reasonably require.

Each of the conditions set forth in Section 3.2 is for the exclusive benefit of Sandstorm and may only be waived by it in its sole discretion. Sandstorm shall promptly notify the Seller when Sandstorm determines that the Advance Payment Funding Conditions have been met or makes a decision to waive any or all of those conditions and Sandstorm shall use all commercially reasonable efforts to make such determination or decide to grant such waivers on a timely basis.

3.3 Satisfaction of the Advance Payment Funding Conditions

The Seller shall use all reasonable commercial efforts and take all reasonable commercial action as may be necessary or advisable to satisfy and fulfil the Advance Payment Funding Conditions as promptly as reasonably practicable. The Parties will cooperate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

3.4 Payment of the Advance Payment and Conditions Precedent

(a) Subject to Section 3.4(b), following the satisfaction of the Advance Payment Funding Conditions set out in Section 3.2, Sandstorm shall pay the Advance Payment to the Seller as follows:

(i) an initial amount equal to the estimated Project Costs reasonably expected to be incurred by GAC during the 60 day period following the Initial Advance Payment Date (the “Initial Advance”), in the amount specified in the Initial Advance Request, on the Initial Advance Payment Date; and

(ii) an amount equal to the estimated Project Costs reasonably expected to be incurred by GAC in the 60 day period following each subsequent Advance Payment Date (each, a “Bi-Monthly Advance”), in the amount specified in each Advance Request, on each Advance Payment Date; provided that, the first Bi-Monthly Advance shall not be made until at least 60 days after the Initial Advance Payment Date, and each subsequent Bi-Monthly Advance shall not be made until at least 60 days after the previous Advance Payment Date as set forth in the applicable Advance Request.

30

(b) Sandstorm shall pay the Initial Advance and Bi-Monthly Advance, as applicable, to the Seller upon satisfaction of the following conditions:

(i) ***Advance Request.***The Seller shall have delivered to Sandstorm an Initial Advance Request or Advance Request, as applicable, no less than seven (7) Business Days before the requested Initial Advance Payment Date or Advance Payment Date, as applicable, specified in such Initial Advance Request or Advance Request, as applicable;

(ii) Mine Construction. The Seller and GAC shall have provided evidence satisfactory to Sandstorm, acting reasonably, that construction of the Mine is continuing as of such date or has been completed (or, in the case of the Initial Advance, will commence following payment of the Initial Advance in accordance with the Initial Advance Request), in either case in accordance with the Development Plan in all material respects;

(iii) Project Costs. The Project Costs remaining to be incurred by the Seller and GAC to achieve commercial operation of the Mine (based upon the Development Plan) do not exceed the aggregate of (x) the unspent or undrawn balance of the Advance Payment, (y) the Seller’s and GAC’s cash and cash equivalents committed for use to develop and construct the Mine, and (z) any binding third party funding commitments (including amounts available under the Convertible Debenture) available to the Seller and GAC on an unconditional basis, or conditional only to Sandstorm funding the Advance Payment or the amounts under the Convertible Debenture, or subject only to conditions that Sandstorm believes, acting reasonably will be satisfied by the Seller or GAC, as applicable; and

(iv) Bring-Down Certificate. The Seller shall have executed and delivered to Sandstorm a certificate of a director or senior officer of the Seller, in the form attached hereto as Schedule F, dated as of the Initial Advance Payment Date or applicable Advance Payment Date, as the case may be.

(c) Each of the conditions set forth in this Section 3.4(b) is for the exclusive benefit of Sandstorm and may only be waived by it in its sole discretion. If any of the conditions set forth in Section 3.4(b) have not been satisfied, Sandstorm may elect in writing to waive the condition. Any such waiver and election by Sandstorm will only serve as a waiver of the specific condition and the Seller will have no liability with respect to the specific waived condition.

(d) If the conditions set forth in Section 3.4(b) have not been satisfied in full on the Initial Advance Payment Date or Advance Payment Date, as specified in the Initial Advance Request or Advance Request, as applicable, and such conditions have not been waived by Sandstorm pursuant to Section 3.2(c), then the obligation to pay the Initial Advance or the Bi-Monthly Advance, as applicable, shall be deferred until seven (7) Business Days following the satisfaction of all such conditions.

(e) Subject to Section 3.4(g), the obligations of the Seller under this Agreement, including the Seller’s obligations under Article 2, shall apply despite any deferral of the payment of any Bi-Monthly Advance pursuant to section 3.4(d).

(f) If, by the Outside Date, the Seller has not satisfied the conditions for the Initial Advance, or Sandstorm has not paid the Initial Advance to the Seller pursuant to an Initial Advance Request, and construction of the Mine has not commenced in accordance with the Development Plan, then Sandstorm, at its sole option, shall have the right, upon written notice to the Seller, to:

(i) on a month-by-month basis, extend both (A) the Outside Date by an additional month, and (B) the Fixed Delivery Start Date to the first day of the calendar month immediately following the month in which Sandstorm pays the Initial Advance to the Seller; or

31

(ii) at any time prior to receiving the Initial Advance Request, terminate this Agreement without liability; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination.

For the avoidance of doubt, if Sandstorm has not notified the Seller within 14 days after the Outside Date, or within 14 days after each postponed month, that it has elected one of the two foregoing options, then Sandstorm shall be deemed to have chosen the option in sub-paragraph (i).

(g) If, prior to any particular Fixed Delivery, (1) Sandstorm has paid the Initial Advance to the Seller, or (2) construction of the Mine has commenced in accordance with the Development Plan but Sandstorm has not paid the Initial Advance to the Seller, and (3) the Seller promptly notifies Sandstorm in writing no earlier than 30 days prior to such Fixed Delivery, on a bona fide basis, that the construction of the Mine has been suspended and such suspension is reasonably expected to continue after the Outside Date for a period in excess of 90 days, and (4) the First Gold Pour has not been achieved, then Sandstorm, at its sole option, shall have the right, upon written notice to the Seller, to:

(i) on a month-by-month basis, postpone all deliveries of Refined Gold and Refined Silver that are required to be made hereunder until the resumption of the construction of the Mine; or

(ii) terminate this Agreement without liability; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination. In the event of such termination, the Seller shall refund the Uncredited Balance within 60 days of the termination of this Agreement.

For the avoidance of doubt, if Sandstorm has not notified the Seller within 14 days of the delivery of such suspension notice, or within 14 days after each postponed month, that it has elected one of the two foregoing options, then Sandstorm shall be deemed to have chosen the option in sub-paragraph (i), and, once the First Gold Pour has occurred, this Section 3.4(g) shall no longer be operative.

(h) Subject to Section 3.4(g), if, by the Outside Date, construction of the Mine has commenced in accordance with the Development Plan, then the Seller’s delivery obligations under Article 2 shall commence on the Fixed Delivery Start Date.

(i) Notwithstanding anything else in this Agreement, if the Mine has achieved commercial production, as determined by the Board of Directors of the Seller, acting in good faith, then the Seller may, by written notice to Sandstorm, demand payment of any unpaid portion of the Advance Payment within 30 days of such notice.

3.5 Default in Payment of the Advance Payment

(a) If Sandstorm fails to advance any portion of the Advance Payment when required in accordance with this Article 3, and such default has not been cured within 10 Business Days of receipt of written notice from the Seller notifying Sandstorm of such default (the “Cure Period”), then subject to Section 3.5(b), Sandstorm shall be in default of its obligations under this Agreement. For greater certainty, Sandstorm shall not be in default of its obligation to advance any portion of the Advance Payment when required in accordance with this Article 3 until the expiry of the Cure Period.

32

(b) During the Cure Period, Sandstorm may provide written notice to the Seller of its good faith determination that the funding condition set out in Section 3.4(b)(iii) has not been satisfied (the “Expert Review Request Notice”), in which case Sandstorm shall not be in default at such time under Section 3.5(a), and the Parties shall request that KPMG or some other mining engineering or consulting firm that is mutually agreeable to the Parties, and that has not been retained to provide professional services to Sandstorm, the Seller, GAC or an Affiliate of Sandstorm or the Seller in the five (5) year period prior to the date of the Expert Review Request Notice (the “Independent Auditor”), determine whether the condition precedent set out in Section 3.4(b)(iii) has been satisfied. Each Party shall furnish to the Independent Auditor those working papers, schedules and other documents, accounting books and records and information relating to the items in dispute, that are available to that Party or its auditors as the Independent Auditor may require, in order to reach this determination. The Parties shall instruct the Independent Auditor that it shall restrict its review to determining, in its reasonable professional judgement, whether Sandstorm was acting reasonably when making the determination that the condition precedent set out in Section 3.4(b)(iii) has or has not been satisfied, that time is of the essence in proceeding with its determination of such dispute and that a decision must be provided in writing to the Parties within 30 days of the date the dispute was referred to the Independent Auditor. The decision of the Independent Auditor with respect to such dispute shall be in writing and, absent any manifest error, shall be final and binding on the Seller and Sandstorm with no rights of challenge, review or appeal to the courts or an arbitrator in any manner. The Independent Auditor, in making its determination of such dispute, is acting as an expert and not as an arbitrator and is not required to engage in a judicial inquiry carried out in a judicial manner.

(c) If the Independent Auditor reaches a conclusion in favour of Sandstorm that Sandstorm acted reasonably when making the determination that the condition precedent set out in Section 3.4(b)(iii) has not been satisfied, then the Seller shall pay all of the fees and expenses of the Independent Auditor, and the condition precedent set out in Section 3.4(b)(iii) shall be deemed not to have been satisfied and such obligation to pay the Initial Advance or Bi-Monthly Advance, as applicable, shall be deferred until ten (10) Business Days following the satisfaction of such condition.

(d) If the Independent Auditor reaches a conclusion in favour of the Seller that Sandstorm did not act reasonably when making the determination that the condition precedent set out in Section 3.4(b)(iii) has not been satisfied, then Sandstorm shall pay all of the fees and expenses of the Independent Auditor, and Sandstorm shall pay the amount of the Initial Advance or Bi-Monthly Advance, as applicable, under dispute to the Seller within 10 Business Days following receipt in writing of the final determination of the Independent Auditor. If Sandstorm fails to fund such amount within such 10 Business Day time period, then:

(i) the Seller shall have the right to terminate this Agreement at the expiry of such 10 Business Day period (which 10 Business Day period may be extended by the Seller in its sole discretion by notice in writing delivered to Sandstorm prior to the expiry of such 10 Business Day period) upon written notice to Sandstorm; provided that each Party shall continue to be liable for any breach of this Agreement that occurred prior to such termination; and

(ii) the Seller shall refund the portion of the Uncredited Balance within three (3) months of the date of such termination.

3.6 Use of Advance Payment

The Seller shall ensure that, unless the construction and development of the Mine has been completed, that the Advance Payment is used for the development and construction of the Mine in accordance with the Development Plan, including the start-up of the Mine.

33

ARTICLE 4 ****

CONSTRUCTION AND DEVELOPMENT

4.1 Construction Period

The Seller shall cause construction in respect of the Mine to be completed in a manner materially consistent with the Development Plan, as the same may be amended from time to time without the prior written consent of Sandstorm; provided, however, that the prior written consent of Sandstorm shall be obtained for any amendment of the Development Plan that has a Material Adverse Effect. The Seller shall promptly notify Sandstorm in writing of any material departure from or proposed change to the Development Plan. Until the First Gold Pour has occurred, the Seller shall provide Sandstorm monthly progress reports no later than 15 days following the end of each calendar month, updating the construction and development of the Mine, including costs incurred but not yet paid, costs incurred and paid, and an estimate of costs still to be incurred, compared to the Development Plan.

4.2 First Gold Pour

The Seller shall deliver or cause to be delivered to Sandstorm, within five (5) Business Day of the First Gold Pour, written notice signed by a director or senior officer of the Seller and GAC certifying that the First Gold Pour has been achieved.

ARTICLE 5

TERM

5.1 Term

The term of this Agreement shall commence on the Effective Date and, subject to Sections 3.4(f)(ii), 3.4(g)(ii), 3.5(d)(i) and11.2(a)(ii), shall continue until the date that is 50 years from the Effective Date (the “Initial Term”). Sandstorm may terminate this Agreement at the end of the Initial Term by providing the Seller, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If Sandstorm has not provided such notice prior to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive 10 year periods (each, an “Additional Term” and together with the Initial Term, the “Term”) unless and until Sandstorm provides written notice to the Seller terminating this Agreement at the end of the then current Additional Term. For greater certainty, obligations under this Agreement with respect to ore that has been mined, produced, extracted or otherwise recovered from the Mining Properties prior to the end of the Term shall continue after the expiry of the Term until such obligations have been satisfied in full.

ARTICLE 6

REPORTING; BOOKS AND RECORDS

6.1 Reporting Requirements

(a) During the Fixed Delivery Period, and for each calendar month thereafter during which production of Produced Gold or Produced Silver occurs, the Seller shall deliver to Sandstorm a Monthly Report on or before the 30^th^ day after the last day of each such calendar month.

(b) Within 45 days after the end of each calendar year, and promptly whenever a material update to any life of mine plan in respect of the Mining Properties is adopted by management of the Seller or GAC, the Seller shall provide to Sandstorm:

(i) the annual production forecast for gold and silver from the Mining Properties during the then current calendar year (to be set out on a monthly basis) and the remaining life of mine thereafter (to be set out on a yearly basis);

34

(ii) a list of assumptions used in developing the forecasts referred to in paragraph (i), including the types, tonnages, grade and gold and silver recoveries of ore from the Mining Properties during the applicable forecast period;

(iii) a statement setting out an estimate of the gold and silver Reserves and Resources for the Mining Properties and the assumptions used; and

(iv) an annual operating budget for the Mine.

The Seller shall use good faith efforts to compile the information in the reports delivered pursuant to this Section 6.1(b). Sandstorm shall rely on such information at its sole risk and Seller shall have no liability in connection therewith except as a result of Seller’s gross negligence or wilful misconduct.

(c) From and after the Effective Date until the Uncredited Balance is reduced to nil, the Seller shall promptly notify Sandstorm of any additional or new Permitted Debt.

(d) From and after the Effective Date, the Seller shall promptly notify Sandstorm of: (i) any additional or new material Permitted Encumbrances granted by GAC or any Affiliate over, or created by GAC or any Affiliate in respect of, the Project Assets; and (ii) any changes to any material Permitted Encumbrances granted by GAC or any Affiliate over, or created by GAC or any Affiliate in respect of, the Project Assets.

(e) During the Term, the Seller shall provide Sandstorm with written notice of each of the following events promptly upon the Seller or any of its Affiliates becoming aware of or having knowledge of such event:

(i) the occurrence of an Event of Default, or any event or circumstance which, with notice or lapse of time or both, would become an Event of Default or may result in an Event of Default; and

(ii) the occurrence of a Material Adverse Effect;

in each case, accompanied by a written statement by a senior officer of the Seller setting forth details of the occurrence referred to therein.

6.2 Books and Records

The Seller shall keep, and cause GAC to keep, true, complete and accurate Books and Records. The Seller shall permit, and shall cause GAC to permit, Sandstorm and its authorized representatives and agents to perform audits, reviews and other examinations of the Books and Records from time to time solely for the purpose of confirming compliance with the terms of this Agreement, upon not less than seven (7) Business Days’ prior written notice from Sandstorm to the Seller, or such other minimum time period required by Applicable Law, at mutually agreeable times during normal business hours, and in such a manner so as not to unreasonably interfere with the Seller and GAC’s day-to-day business activities; provided that Sandstorm and their authorized representatives and agents will not exercise such rights more often than once during any calendar year absent the existence of an Event of Default, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by Sandstorm (and in any event at least once during any calendar quarter) until no material deficiencies are identified during four consecutive audits or reviews, at which point Sandstorm will once again be limited to exercising such rights once per calendar year. In conducting such audits, reviews or other examinations, Sandstorm may, at its expense, obtain or make copies of such Books and Records. For greater certainty, the Books and Records and all information derived therefrom shall be subject to Section 6.5 hereof.

6.3 Technical Reports

(a) The Seller shall prepare, or cause to be prepared, technical reports on the Mining Properties in compliance with NI 43-101, as and when required by Applicable Laws. The Seller shall provide to Sandstorm an advance draft copy of any technical report on the Mining Properties prepared in compliance with NI 43-101 before it is filed on SEDAR or otherwise publicly announced, and in any event not less than five (5) Business Days before it is so filed.

35

(b) At the written request of Sandstorm and at Sandstorm’s sole cost, the Seller shall use commercially reasonable efforts, and cause GAC to use commercially reasonable efforts, to provide to Sandstorm or its Affiliates with the following materials to the extent required to permit Sandstorm to comply with its reporting requirements and continuous disclosure obligations under Applicable Law:

(i) qualified persons’ consents and qualified persons’ certificates (with respect to technical reports pertaining to the Mining Properties);

(ii) technical data, records or information pertaining to the Mining Properties, as would reasonably be necessary to prepare a technical report in compliance with NI 43-101, in the possession or control of the Seller, GAC or any of their Affiliates;

(iii) copies of any technical report in respect of the Mining Properties and to cause the authors of such technical report to have such technical report addressed directly to Sandstorm if Sandstorm is required to file such technical reports under NI 43‑101; and

(iv) such other scientific and technical information as Sandstorm reasonably requests for the purpose of Sandstorm:

(A) preparing a technical report on the Mining Properties in accordance with NI 43-101; and

(B) complying with the continuous disclosure obligations of Sandstorm or any of its Affiliates under Applicable Laws.

(c) Sandstorm shall provide to the Seller an advance draft copy of any technical report on the Mining Properties prepared in compliance with NI 43-101 before it is filed on SEDAR or otherwise publicly announced, and in any event not less than five (5) Business Days before it is filed.

(d) Sandstorm will defend, indemnify and hold harmless any qualified person (as such term is defined in NI 43-101) who provides his or her services as a qualified person to Sandstorm or its Affiliates for any Losses suffered or incurred by such qualified person in connection with the technical reports, consents, certificates and other documents prepared or delivered under Section 6.3(b), and will confirm and agree to such indemnity in writing at the request of that qualified person.

6.4 Inspections

Subject at all times to the workplace rules and supervision of the Seller, the Seller hereby grants, and shall cause GAC to grant, to Sandstorm and its representatives and agents, at reasonable times and upon not less than seven (7) Business Days’ prior written notice, or such other minimum time period required by Applicable Law, and at Sandstorm’s sole risk and expense (except for the Seller’s or GAC’s gross negligence or willful misconduct), the right to access and physically inspect the Mine, to monitor and review GAC’s mining operations on the Mining Properties and to confirm compliance with the terms and conditions of this Agreement and to prepare technical reports in accordance with NI 43-101 and as otherwise required by Applicable Laws. Sandstorm shall defend, indemnify and hold the Seller and its Affiliates harmless from and against all Losses arising from or related to all claims for damages, including injury or damage to persons or property, or death, sustained by Sandstorm, its agents or employees while in or upon the Mining Properties, except to the extent the same are caused by the Seller’s or GAC’s gross negligence or wilful misconduct.

36

6.5 Confidentiality

(a) Each Party agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors, agents and representatives to maintain as confidential and not to disclose, any information (whether written, oral or in electronic or other format) received or reviewed by such Party (a “Receiving Party”) from the other Party, its Affiliates, employees, officers, directors, advisors, agents or representatives (a “Disclosing Party”) as a result of or in connection with this Agreement (“Confidential Information”), except in the following circumstances:

(i) a Receiving Party may disclose Confidential Information to its professional advisors, including its auditors, legal counsel, lenders, brokers, underwriters and investment bankers, and other prospective acquisition, financing or transaction counterparties, provided each person to whom the Confidential Information is disclosed agrees to be bound by these terms of confidentiality (or is bound by professional obligations to maintain confidentiality) and may only use such information for the limited purpose for which it was disclosed;

(ii) subject to Sections 6.5(c) and 13.10, a Receiving Party may disclose Confidential Information where that disclosure is necessary to comply with any Applicable Law or court order, its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements provided that the proposed disclosure is limited to factual matters and that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled, including redacting all proprietary, structural or other confidential information of the Disclosing Party prior to making such disclosure and only following the prior review of the Disclosing Party;

(iii) where disclosure is necessary for the purposes of the preparation and conduct of any expert, arbitration, or court proceeding, under or in connection with this Agreement;

(iv) a Receiving Party may disclose Confidential Information where such information is already public knowledge other than by a breach of the confidentiality terms of this Agreement or obtained independently of this Agreement and the source of such information is not known to the Receiving Party, after reasonable enquiry, to be bound by a confidentiality agreement or otherwise prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation;

(v) with the approval of the Disclosing Party; and

(vi) a Receiving Party may disclose Confidential Information to those of its and its Affiliates’ directors, officers, employees and agents who need to have knowledge of the Confidential Information.

(b) Each Party shall ensure that its and its Affiliates’ employees, directors, officers and agents and those persons listed in Section 6.5(a)(i), where applicable, are made aware of this Section 6.5 and comply with the provisions of this Section 6.5. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons. In addition, each Party has the right to pursue causes of action or other claims against such persons.

(c) Sandstorm acknowledges and agrees that the Seller will need to publicly file this Agreement on SEDAR. Prior to such filing, the Seller shall consult with Sandstorm with respect to any proposed redactions to the Agreement in compliance with applicable securities laws. Prior to filing this Agreement in any public registry, filing system or depository, including SEDAR and any filings required by a stock exchange, in order to comply with applicable securities and continuous disclosure laws, Sandstorm shall consult with the Seller with respect to any proposed redactions to the Agreement in compliance with applicable securities laws before it is filed in any such registry, filing system or depository.

37

ARTICLE 7 ****

COVENANTS

7.1 Conduct of Operations

All decisions regarding the Mining Properties, the Ancillary Rights, the Project Assets, the Minerals and the Mineral Processing Facility, including all decisions concerning the methods, extent, times, procedures and techniques of any (i) exploration, development and mining on the Mining Properties; (ii) spending on development, operations and capital expenditures; (iii) leaching, milling, processing or extraction; (iv) decisions to develop and operate, or continue to develop and operate the Mine; (v) materials to be introduced on or to the Mining Properties and the Mineral Processing Facility; and (vi) except as expressly provided in this Agreement, the sales of Minerals and terms thereof, shall be made by the Seller and GAC in their sole discretion. Notwithstanding the foregoing, the Seller shall cause GAC to carry out and perform all mining operations and activities pertaining to or in respect of the Mining Properties and the Mineral Processing Facility in compliance in all material respects with all Applicable Laws and applicable Approvals and in a manner that is consistent in all material respects with sound exploration, mining, processing, engineering and environmental practices prevailing in the United States mining industry.

7.2 Processing/Commingling

(a) The Seller may permit GAC to process Other Minerals through the Mineral Processing Facility in priority to or in place of, or commingle Other Minerals with, Minerals until the Variable Delivery Start Date.

(b) From and after the Variable Delivery Start Date, the Seller shall ensure that GAC does not process Other Minerals through the Mineral Processing Facility in priority to or in place of, or commingle Other Minerals with, Minerals, unless:

(i) GAC has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Produced Gold and Produced Silver, and which Comingling Plan would not reasonably be expected to have a negative impact on Sandstorm (unless compensation is paid in accordance with Section 7.2(b)(iv));

(ii) Sandstorm has approved the Commingling Plan and any changes to such plan which may be proposed from time to time, such approval not to be unreasonably withheld, conditioned or delayed;

(iii) GAC keeps, for a period of five (5) years after Minerals are commingled with Other Minerals, all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to Sandstorm in accordance with the terms of this Agreement; and

(iv) the Seller compensates Sandstorm for any negative impact incurred or suffered by Sandstorm if and to the extent that the processing of Minerals through the Mineral Processing Facility, and the delivery of Refined Gold and Refined Silver in an amount equal to the Payable Gold and Payable Silver, respectively, hereunder, is delayed as a result of such Other Minerals being processed through the Mineral Processing Facility in place of Minerals (“Displacement”); provided that, to the extent that Other Minerals are processed through the Mineral Processing Facility in the place of Minerals, due to the processing of Minerals containing Produced Gold or Produced Silver being uneconomic, there shall be no negative impact incurred or suffered by Sandstorm under this Section 7.2(b)(iv).

(c) The Seller shall provide notice to Sandstorm of the commencement of any commingling of Other Minerals with Minerals at least five (5) Business Days prior to such commencement.

(d) Compensation under Section 7.2(b)(iv) shall be in the form of increased deliveries of Refined Gold and Refined Silver in order to ensure that the quantity and timing of deliveries received by Sandstorm are the same as they would have been had such Displacement not occurred.

38

7.3 Preservation of Corporate Existence

(a) Subject to Section 8.2:

(i) subject to Section 7.3(a)(ii), the Seller shall do all things necessary or advisable to maintain its corporate existence and cause each of Pershing and GAC to maintain its corporate existence; and

(ii) the Seller shall not merge, amalgamate or consolidate with another entity or reincorporate, reconstitute into or as another entity unless at the time of such merger, amalgamation, consolidation, reincorporation or reconstitution the resulting, surviving or transferee entity assumes in favour of Sandstorm all obligations of the Seller, as applicable, under this Agreement.

(b) The Seller shall not continue to any jurisdiction, or otherwise domicile itself, outside of Canada.

7.4 Material Adverse Effect

The Seller shall, to the extent that it is reasonably able to, notify and consult with Sandstorm regarding any matter concerning the Mining Properties that has or is reasonably likely to have a Material Adverse Effect. The Seller shall seek to comply with this Section 7.4, to the extent commercially reasonable, prior to any public announcement regarding the matter.

7.5 Owner of Project Assets

(a) Subject to Sections 7.3(a)(ii) and 8.2, and subject to Permitted Encumbrances, the Seller shall ensure that (i) GAC is the only legal and beneficial owner of GAC’s interests in the Project Assets, and (ii) the Seller shall ensure that no person other than GAC holds or acquires any right, title or interest in or to GAC’s interests in the Project Assets. Subject to Section 7.10, this Section 7.5(a) shall not restrict any leased Project Asset (provided that the lessee is GAC) or any Transfer of (i) any personal property that is obsolete or worn out or no longer in use in the then current development or operation of the Mine, or (ii) any personal property that is being replaced with Project Assets acquired by GAC.

(b) Subject to Sections 7.3(a)(ii) and 8.2 and subject to Permitted Encumbrances, the Seller shall ensure that (i) Pershing is the only person that legally or beneficially owns or holds any equity share capital of GAC, and (ii) the Seller is the only person that legally or beneficially owns or holds any share capital of Pershing. Upon a Transfer of all or substantially all of the Project Assets or a Change of Control of GAC pursuant to Section 8.2, the New Seller, the New Control Seller or the Affiliate of GAC, as applicable, shall ensure that the ownership structure of the New Owner, GAC or the Affiliate of GAC, as applicable, in place at the time of completion of such Transfer or Change of Control does not change, except pursuant to Section 8.2.

(c) Subject to Section 7.8, the Seller shall at all times cause GAC to keep the Mining Properties and all Approvals necessary to develop, construct and operate the Mine in good standing (to the extent such activities are ongoing), and make timely payment of all maintenance fees and other taxes, fees and other amounts required to be paid in respect of the Mining Properties.

(d) The Seller shall promptly notify Sandstorm when GAC or any of its Affiliates has acquired any right, title or interest in or to any patented claims, fee title, mineral or mining leases, mining rights, subsurface rights, unpatented mining and millsite claims or other mineral interests in the Area of Interest.

7.6 Insurance

(a) The Seller shall maintain, or cause GAC to maintain, with reputable insurance companies, insurance (including business interruption insurance) with respect to the Project Assets and the operations of the Mine by GAC or its agents conducted on and in respect thereof against such casualties and contingencies, and of such types and in such amounts as is customary in the case of similar operations in Nevada.

39

(b) The Seller shall, upon the reasonable request of Sandstorm at reasonable intervals and no more than once per year, furnish to Sandstorm a certificate setting forth the nature and extent of all insurance maintained by or on behalf of the Seller or GAC in accordance with Section 7.6(a). The Seller shall, upon the request of Sandstorm, provide Sandstorm with copies of all insurance policies as in effect from time to time relating to the Mining Properties.

(c) To the extent Sandstorm has an Encumbrance in or over the Collateral pursuant to the Security Agreements, all of the insurance policies relating to the Mining Properties and the operations conducted thereon shall name Sandstorm as an additional insured and contain the endorsements in favour of Sandstorm as it shall reasonably require (including that the policy shall not be invalidated as against Sandstorm by reason of any action or failure to act of the Seller or any of its Affiliates or any other person).

(d) The Seller, acting reasonably, shall not at any time do or omit to do anything, or cause anything to be done or omitted to be done, and shall ensure that GAC, acting reasonably, does not at any time do or omit to do anything, or cause anything to be done or omitted to be done, whereby any insurance required to be effected hereunder would, or would be likely to, be rendered void or voidable or suspended, impaired or defeated in whole or in part.

(e) From and after the Variable Delivery Start Date, where GAC or any of its Affiliates has received payment under an insurance policy in respect of a shipment of Minerals to any Offtaker containing Produced Gold or Produced Silver that is lost or damaged after leaving the Mine and before the risk of loss or damage is transferred to the Offtaker, the quantity of Reference Gold and Reference Silver contained in any such shipment for which GAC or any of its Affiliates receives payment under such insurance policy (as determined by provisional assays or estimates or, if prepared, final assays or settlements) shall count towards the amount of Reference Gold and Reference Silver in respect of which an Offtaker Payment has been received for the purposes of determining the amount of Payable Gold and Payable Silver to be sold and delivered hereunder.

7.7 Expropriation Events

(a) If any Expropriation Event occurs from and after the Effective Date, then the Seller’s delivery obligations under Sections 2.3 and 2.4 with respect to the portion of the Mining Properties to which the Expropriation Event pertains (such affected portion being the “Affected Mining Properties”) shall be suspended. The Seller’s delivery obligations under Sections 2.3 and 2.4 with respect to the Mining Properties that are not Affected Mining Properties shall not be suspended and shall continue in full force and effect. The Seller’s delivery obligations under Sections 2.3 and 2.4 with respect to the Affected Mining Properties shall resume immediately and automatically once the Expropriation Event in respect thereof ceases to exist.

(b) If any Expropriation Event occurs, then (i) the Seller shall use, and shall cause Pershing and GAC to use, all commercially reasonable efforts to repudiate, void, stay or overturn such Expropriation Event and, if unsuccessful, to obtain compensation for such Expropriation Event, including under any applicable business investment treaty or foreign investment contract, and (ii) without limiting any other provisions hereof, the Seller shall pay to Sandstorm the Applicable Percentage of the Net Proceeds within ten (10) Business Days after receipt of such compensation by the Seller or an Affiliate of the Seller. For the purposes of the preceding sentence, “Applicable Percentage” means Sandstorm’s share of the Net Proceeds received by the Seller or an Affiliate of the Seller for or in respect of such Expropriation Event, Sandstorm’s share being calculated as the percentage equal to (A) the net present value of the remaining Refined Gold or Refined Silver that would have been delivered by the Seller to Sandstorm hereunder in respect of the Affected Mining Properties divided by (B) the net present value of the Mine. A failure to agree on the foregoing proportion is arbitrable under Section 11.5.

(c) If GAC or any of its Affiliates are required to repay all or any of the compensation received by any of them for an Expropriation Event referred to in Section 7.7(b) pursuant to any requirement in order to re-establish GAC’s ownership interest in the Affected Mining Properties, then the Seller shall give written notice to Sandstorm of such requirement, together with the proposed mine plan and such other information Sandstorm may reasonably request in order to determine whether to exercise its option set forth in the following sentence. Sandstorm shall have the option, exercisable within thirty (30) days of the receipt of such notice and information, to (i) repay to the Seller a pro rata portion (determined based on the Applicable Percentage used to calculate the payment to Sandstorm under Section 7.7(b)) of such compensation required to be repaid, or (ii) agree to terminate this Agreement with respect to the Affected Mining Properties only. Failure by Sandstorm to provide written notice of its election within such thirty (30) day period shall be deemed an election of Sandstorm to terminate this Agreement with respect to the Affected Mining Properties only effectively immediately thereafter.

(d) An Expropriation Event shall not impact, suspend or terminate the Seller’s obligations to make the Fixed Deliveries under Section 2.1.

40

7.8 Abandonment

If GAC intends to (i) abandon, surrender, relinquish or let lapse any of the Mining Properties which are Owned Claims or Owned Millsites, or (ii) terminate any Leased Claims (the “Abandonment Property”), the Seller shall (i) have determined, acting in a commercially reasonable manner, that it is not economical to mine Minerals from the Abandonment Property, and (ii) first give notice of such intention to Sandstorm at least 30 days in advance of the proposed date of abandonment. If, not later than ten (10) days before the proposed date of abandonment, the Seller receives from Sandstorm written notice that Sandstorm wishes GAC to convey or cause the conveyance of the Abandonment Property to Sandstorm or an assignee, the Seller shall, without additional consideration, take any and all steps required to cause the conveyance of the Abandonment Property (in the case of Leased Claims, to the extent that such Leased Claims can be conveyed to third parties) to Sandstorm on an as is where is basis and at the sole cost, risk and expense of Sandstorm, and thereafter GAC have no further obligation to maintain the title to the Abandonment Property. If Sandstorm does not give such notice to the Seller within the prescribed period of time, the Seller may permit GAC to abandon the Abandonment Property, and thereafter GAC shall have no further obligation to maintain the title to the Abandonment Property; provided, however, that if GAC or its Affiliates reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property during the Term, the production of gold and silver from such property after such acquisition shall be subject to this Agreement. The Seller shall give written notice to Sandstorm within ten days of any such reacquisition. If Sandstorm gives the foregoing notice to the Seller within the prescribed period of time and acquires the Abandonment Property, then Sandstorm shall indemnify and hold harmless GAC and the Seller for any Losses suffered or incurred by GAC and the Seller in respect of any operations conducted on, under or in respect of the Abandonment Property by Sandstorm or an assignee from and after the date of acquisition of the Abandonment Property, including reclamation or rehabilitation operations.

7.9 Offtake Agreements

From and after the Variable Delivery Start Date, the Seller covenants and agrees as follows:

(a) the Seller shall ensure that GAC and its Affiliates shall not sell unprocessed ore mined or produced from the Mining Properties to any person without the prior written consent of Sandstorm unless: (i) GAC is able to determine the number of ounces of Reference Gold and Reference Silver contained in any unprocessed ore mined or produced from any Mining Properties and sold to such person; and (ii) Sandstorm shall receive deliveries of an amount of Refined Gold or Refined Silver pursuant to Sections 2.3 and 2.4 equal to the number of ounces of Payable Gold or Payable Silver, as applicable, that would have been delivered under this Agreement if the unprocessed ore was processed through the Mineral Processing Facility;

(b) the Seller shall, and shall cause its Affiliates to, ensure that, subject to Section 7.9(a), when Minerals are sold, all such Minerals are sold to an Offtaker pursuant to an Offtake Agreement;

(c) the Seller shall, and shall cause any of its Affiliates that is a party to an Offtake Agreement, to ensure that all Offtake Agreements are on commercially reasonable terms and conditions;

(d) the Seller shall, and shall cause any of its Affiliates that is a party to an Offtake Agreement, to deliver all Minerals that include Reference Gold and Reference Silver to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement;

(e) the Seller shall provide to Sandstorm, and shall cause any of its Affiliates that is a party to an Offtake Agreement, to provide to Sandstorm, promptly upon its request, copies of all Offtake Agreements and any material amendments thereto; and

(f) the Seller shall take commercially reasonable steps to enforce, and shall ensure any of its Affiliates that is a party to an Offtake Agreement will take commercially reasonable steps to enforce, its rights and remedies under such Offtake Agreement with respect to any breaches of the terms or conditions thereof relating to Produced Gold or Produced Silver. The Seller shall notify Sandstorm in writing when any such dispute arising out of or in connection with any such Offtake Agreement is commenced and shall provide Sandstorm with timely updates of the status of any such dispute and the final decision and award of the court or arbitrator with respect to such dispute, as the case may be.

41

7.10 Negative Pledge

(a) The Seller shall ensure that, until the Uncredited Balance is reduced to nil: (i) GAC does not create, incur, assume, issue or permit to exist any Debt, other than Permitted Debt; and (ii) GAC does not grant, create or permit to exist any Encumbrances over or in respect of the GAC Collateral, other than Permitted Encumbrances. This Section 7.10(a) shall terminate once the Uncredited Balance is reduced to nil.

(b) Once the Uncredited Balance is reduced to nil, the Seller shall ensure that GAC does not grant, create or permit to exist any Encumbrance, other than the Permitted Encumbrances, over or in respect of all or any of the GAC Collateral, in favour of any other person (the “Secured Party”), unless:

(i) if any such Encumbrance will rank in priority to the Sandstorm Security, the Secured Party enters into an inter-creditor agreement in accordance with Section 9.2; or

(ii) the Secured Party agrees in advance in writing in favour of Sandstorm on terms satisfactory to Sandstorm, acting reasonably:

(A) to assume, be bound by and made subject to the terms of this Agreement applying to the Seller as though it was an original party thereto in the event it takes possession of or forecloses on the Mining Properties, the Ancillary Rights or the Mineral Processing Facility, and to cause any person that acquires all or any part of the Mining Properties, the Ancillary Rights or the Mineral Processing Facility, or acquires control of GAC, in connection with any enforcement action of the Secured Party to so assume, be bound by and made subject to the terms of this Agreement; and

(B) to cause any Transfer of the Mining Properties, the Ancillary Rights or the Mineral Processing Facility or any right, title or interest therein, or any Change of Control of GAC, that occurs pursuant to or in connection with any enforcement of such Encumbrance or any Insolvency Event, to be made subject to this Agreement.

ARTICLE 8

TRANSFERS OF INTEREST

8.1 Transfers and Change of Control

Except as set out in Section 8.2, the Seller shall not agree to, or enter into, and shall ensure that Pershing and GAC do not agree to, or enter into, any agreement, arrangement or other transaction with any person that would cause, or otherwise support, allow or permit to occur:

(a) a Transfer of all or substantially all of the Project Assets; or

(b) a Change of Control of GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(c);

without the prior written consent of Sandstorm.

For greater certainty, none of the provisions of Article 8 shall prohibit a change of control of the Seller.

42

8.2 Permitted Transfers and Change of Control

Section 8.1 shall not prohibit (i) any Transfer of the Project Assets; or (ii) any Change of Control of GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(c), if:

(a) in the case of a Transfer of all or substantially all of the Project Assets to a person that is not an Affiliate of the Seller:

(i) the Seller shall have provided Sandstorm with at least 30 days prior written notice of the completion of the proposed Transfer;

(ii) GAC, or any person to which the Project Assets have been transferred in accordance with Section 8.2(c), transfers all, or substantially all, of the Project Assets to the same transferee (the “New Owner”);

(iii) the Seller assigns all its rights and obligations under this Agreement to the New Owner or an Affiliate of the New Owner (the “New Seller”) concurrently with the Transfer under Section 8.2(a)(ii), and the New Seller assumes in favour of Sandstorm all of the Seller’s obligations under this Agreement with respect to such Project Assets pursuant to an assignment and assumption agreement in form and substance satisfactory to Sandstorm, acting reasonably;

(iv) if the New Seller is controlled by a parent company, the ultimate parent owner of the New Seller (the “Ultimate Parent”) enters into a guarantee substantially in the same form as the Pershing Guarantee concurrently with the Transfer under Section 8.2(a)(ii);

(v) if the New Seller is owned or controlled directly or indirectly by another person that is a subsidiary of the Ultimate Parent (a “Control Person”), each Control Person enter into a guarantee substantially in the same form as the Pershing Guarantee concurrently with the Transfer under Section 8.2(a)(ii);

(vi) if the New Owner is not the New Seller, then the New Owner enters into a guarantee substantially in the same form as the GAC Guarantee concurrently with the Transfer under Section 8.2(a)(ii);

(vii) either the New Seller or the Ultimate Parent is an Approved Purchaser;

(viii) the New Seller, the New Owner, the Ultimate Parent and each Control Person, as applicable, has granted to Sandstorm the same security in the Project Assets and the share capital of the New Seller, the New Owner and each Control Person, as applicable, that the Seller, Pershing and GAC granted to Sandstorm under this Agreement, and the New Seller, New Owner, each Control Person and the Ultimate Parent, as applicable, execute and deliver to Sandstorm concurrently with the Transfer under Section 8.2(a)(ii) new security agreements substantially in the form of the Seller Share Pledge Agreement, the Pershing Share Pledge Agreement and the GAC Security Agreements;

(ix) the New Seller, the New Owner, each Control Person and the Ultimate Parent, as applicable, satisfy the conditions set forth in Sections 3.2(e)(v), 3.2(f), 3.2(g), 3.2(h) (other than sub-paragraph (vi)), 3.2(i), 3.2(j), 3.2(k) and 3.2(l), concurrently with or prior to the Transfer under Section 8.2(a)(ii), as applicable, as if such provisions applied to the New Seller, the New Owner, each Control Person and the Ultimate Parent, with appropriate modifications;

(x) all necessary material consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer;

43

(xi) there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing; and

(xii) Sandstorm does not reasonably expect such Transfer to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “Seller” shall instead refer to the New Seller).

(b) in the case of a Change of Control of GAC or any person to which the Project Assets have been transferred in accordance with Sections or 8.2(c):

(i) the Seller shall have provided Sandstorm with at least 30 days prior written notice of the proposed Change of Control;

(ii) the Seller assigns all its rights and obligations under this Agreement to GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(c), as applicable, or a new Affiliate thereof (the “New Control Seller”) concurrently with the Change of Control, and the New Control Seller assumes in favour of Sandstorm all of the Seller’s obligations under this Agreement pursuant to an assignment and assumption agreement in form and substance satisfactory to Sandstorm, acting reasonably;

(iii) if the new ultimate parent owner of GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(b)(xi), as applicable (the “New Ultimate Parent”), is not the New Control Seller, then the New Ultimate Parent enters into a guarantee substantially in the same form as the Pershing Guarantee concurrently with the Change of Control;

(iv) if GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(b)(xi), as applicable, will be owned or controlled directly or indirectly by another person that is a subsidiary of the New Ultimate Parent (a “New Control Person”), each New Control Person enters into a guarantee substantially in the same form as the Pershing Guarantee concurrently with the Change of Control;

(v) if GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(c) is not the New Control Seller, then the GAC Guarantee or the guarantee provided by any person to which the Project Assets have been transferred in accordance with Section 8.2(c) is amended so that GAC or any person to which the Project Assets have been transferred in accordance with Section 8.2(c) guarantees the obligations of the New Control Seller under this Agreement;

(vi) the Ultimate Parent or New Control Seller is an Approved Purchaser;

(vii) the New Ultimate Parent, the New Control Seller and each New Control Person has granted to Sandstorm the same security in the share capital of GAC, any person to which the Project Assets have been transferred in accordance with Section 8.2(c), the New Control Seller and each New Control Person, as applicable, that Pershing and the Seller granted to Sandstorm under this Agreement, and the New Ultimate Parent, the New Control Seller and each New Control Person, as applicable, executes and delivers to Sandstorm concurrently with the Change of Control new security agreements substantially in the form of the Pershing Share Pledge Agreement and the Seller Share Pledge Agreement;

(viii) the New Ultimate Parent, the New Control Seller and each New Control Person satisfies the conditions set forth in Sections 3.2(e)(v), 3.2(f), 3.2(g), 3.2(h) (other than sub-paragraph (vi)), 3.2(i), 3.2(j), 3.2(k) and 3.2(l), as applicable, concurrently with or prior to the Change of Control, as if such provisions applied to the New Ultimate Parent, the New Control Seller and each New Control Person, with appropriate modifications;

44

(ix) all necessary material consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Change of Control;

(x) there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing; and

(xi) Sandstorm does not reasonably expect such Change of Control to have a Material Adverse Effect.

(c) in the case of a Transfer of all or substantially all of the Project Assets to an Affiliate of the Seller in connection with an internal reorganization:

(i) the Seller shall provide Sandstorm with at least 30 days prior written notice of the completion of the proposed Transfer;

(ii) the Seller provides a confirmation in writing in favour of Sandstorm that its obligations under this Agreement shall continue in full force and effect despite any such Transfer;

(iii) the Affiliate enters into a guarantee substantially in the same form as the GAC Guarantee concurrently with the Transfer;

(iv) the Affiliate enters into the same security agreements as the GAC Security Agreements in favour of Sandstorm required under Section 9.1(c), and such Affiliate satisfies the conditions set forth in Sections 3.2(e)(v), 3.2(h) (other than sub-paragraph (vi), 3.2(g) and 3.2(l), as applicable, as if such provisions applied to such Affiliate, with appropriate modification;

(v) all necessary material consents and approvals of any Governmental Authority or other person are obtained or satisfied with respect to such Transfer;

(vi) there is no Event of Default (or an event which with notice or lapse of time or both would become an Event of Default) that has occurred and is continuing;

(vii) Sandstorm does not reasonably expect such Transfer to have a Material Adverse Effect (where, in the definition of “Material Adverse Effect”, references to the “GAC” shall instead refer to the Affiliate of the Seller acquiring the interest in the Project Assets).

8.3 Transfers by the Seller

Subject to Sections 8.2, the Seller may not otherwise Transfer all or any part of its rights or obligations under this Agreement without the prior written consent of Sandstorm, such consent not to be unreasonably withheld.

45

8.4 Transfers by Sandstorm

(a) Sandstorm may Transfer all or any part of its rights or obligations under this Agreement without the prior written consent of the Seller, including by way of syndication or granting of participation rights. Sandstorm shall give the Seller notice of any such Transfer as soon as reasonably practicable after completion of such Transfer. If Sandstorm Transfers all or part of its rights or obligations under this Agreement before the date that Sandstorm has fully satisfied its obligations to pay the Advance Payment to the Seller under Sections 3.1, 3.2 and 3.4, then Sandstorm, as a condition of such Transfer, shall be obligated to ensure that the transferee covenants and agrees to continue to be bound by and perform all of the obligations of Sandstorm assigned to the transferee under this Agreement in connection with such Transfer.

(b) For greater certainty, Sandstorm shall be entitled at any time to Transfer its interest in this Agreement as security in favour of its lenders and grant or allow to exist an Encumbrance in respect of this Agreement in favour of its lenders, provided that such lenders agree to be bound by (and cause any third party to whom they convey any interest they acquire in this Agreement to be bound by) all of the terms and conditions of this Agreement and perform all of Sandstorm’s obligations under this Agreement in the event of a foreclosure or other occurrence resulting in the lenders’ (or such third party’s) acquisition of Sandstorm’s interest in this Agreement.

8.5 Restricted Persons

Notwithstanding anything in this Agreement to the contrary, no Party may effect a Transfer of its rights or obligations under this Agreement to any Restricted Person.

ARTICLE 9

SECURITY

9.1 Security

(a) The Seller shall grant, as security for its obligations hereunder, to and in favour of Sandstorm, first ranking charges and security interests in, to and over all present and after-acquired share capital or other equity ownership interests of Pershing owned or held by the Seller (the “Seller Collateral”), pursuant to one or more agreements (collectively, the “Seller Share Pledge Agreement”) in form and substance satisfactory to Sandstorm, acting reasonably.

(b) The Seller shall cause Pershing to:

(i) execute and deliver a guarantee in favour of Sandstorm, in a form and substance satisfactory to Sandstorm, acting reasonably, acknowledging the material benefits to Pershing arising directly or indirectly pursuant to this Agreement and the Royalty Agreement, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by (A) the Seller under this Agreement (the “Pershing PMDPA Guaranteed Obligations”) and (B) the Payors (as such term is defined in the Royalty Agreement) under the Royalty Agreement (the “Pershing Guarantee”); and

(ii) grant, as security for the Pershing PMDPA Guaranteed Obligations, to and in favour of Sandstorm, first ranking charges and security interests in, to and over all present and after-acquired share capital or other equity ownership interests of GAC owned or held by Pershing (the “Pershing Collateral”), pursuant to one or more agreements (collectively, the “Pershing Share Pledge Agreement”) in form and substance satisfactory to Sandstorm, acting reasonably.

46

(i) execute and deliver a guarantee in favour of Sandstorm, in a form and substance satisfactory to Sandstorm, acting reasonably, acknowledging the material benefits to GAC arising directly or indirectly pursuant to this Agreement, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by the Seller under this Agreement (the “GAC Guarantee”); and

(ii) grant, as security for its obligations under the GAC Guarantee, to and in favour of Sandstorm, first ranking charges and security interests, subject only to Permitted Encumbrances, in, to and over all present and after-acquired property and assets of GAC, other than Excluded Collateral, including (i) the Project Assets, including all present and after-acquired personal property of GAC used in connection with, relating to or arising out of, in whole or in part, the Mining Properties, (ii) the Mine Construction Contractor Agreements and the Mine Operating Agreement, (iii) the Minerals, and (iv) the deposit accounts maintained by GAC at one or more financial institutions, and in each case including all proceeds thereof but excluding dividends or other distributions paid when no Event of Default has occurred and is continuing (the “GAC Collateral”), all pursuant to one or more agreements (collectively, the “GAC Security Agreements”), in form and substance satisfactory to Sandstorm, acting reasonably.

(d) The Seller shall cause each Affiliate of GAC to whom any debt, liability or obligation is owed by GAC, to execute and deliver a written assignment and postponement of claims (or the equivalent security instrument under any Applicable Law) (the “Assignment, Subordination and Postponement of Claims”), in favour of and in form and substance satisfactory to Sandstorm, acting reasonably, that assigns, by way of a security interest and subject only to the Permitted Encumbrances, all such debts, liabilities or obligations to Sandstorm and subordinates and postpones the enforcement of any such debts, liabilities and obligations and the realization of any charges or security interests to secure such claims to the Security Agreements and, from and after an Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default, and until such Event of Default is remedied, subordinates and postpones the payment of all such debts, liabilities and obligations to the payment in full of all debts, liabilities and obligations of such person to Sandstorm.

(e) The Seller shall not, for so long as an Event of Default, or any event or circumstance which, with notice, the passage of time or both, would constitute an Event of Default, continues, make any Distribution.

(f) Until the Uncredited Balance is reduced to nil, and until such time as Section 9.2 is applicable, the Seller shall:

(ii) in addition to the foregoing, in the event of any extension, renewal, replacement, conversion or substitution of any of the Mining Properties (or any part thereof), cause GAC to execute and deliver all agreements, documents, instruments and registrations, and do all such further acts and things as Sandstorm may require, to obtain perfect and preserve a first ranking security interest in such Mining Properties or resulting Mining Properties, subject only to Permitted Encumbrances, as security for the payment and performance, when due, of all obligations of Seller under this Agreement.

(g) During the time period that Sandstorm has subordinated the Sandstorm Security to the Encumbrances in, to or over any Collateral granted to a Lender in accordance with Section 9.2, the Seller shall:

47

(i) cause all such further agreements, instruments and documents to be executed and delivered and all such further acts and things to be done as Sandstorm may from time to time reasonably require to obtain, perfect, maintain and preserve Sandstorm’s prior perfected charges and security interests in, to and over all of the Collateral, subject only to Permitted Encumbrances and any Encumbrances granted to any such Lender; and

(ii) in addition to the foregoing, in the event of any extension, renewal, replacement, conversion or substitution of any of the Mining Properties (or any part thereof), cause GAC to execute and deliver all agreements, documents, instruments and registrations, and do all such further acts and things as Sandstorm may require, to obtain perfect and preserve Sandstorm’s prior perfected security interest in such Mining Properties or resulting Mining Properties, subject only to Permitted Encumbrances and any Encumbrances granted to any such Lender, as security for the payment and performance, when due, of all obligations of Seller under this Agreement.

(h) The Seller shall not, and shall ensure that its Affiliates do not, contest in any manner the effectiveness, validity, binding nature or enforceability of this Agreement or any of the Sandstorm Security.

(i) The Seller shall execute and deliver a guarantee in favour of Sandstorm, in a form and substance satisfactory to Sandstorm, acting reasonably, acknowledging the material benefits to the Seller arising directly or indirectly pursuant to the Royalty Agreement, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by GAC under the Royalty Agreement (the “Seller Guarantee”).

9.2 Inter-Creditor Agreement

If, at any time after the Uncredited Balance has been reduced to nil, the Seller, Pershing or GAC wishes to grant an Encumbrance (other than a Permitted Encumbrance) in, to or over any Collateral to any Lender as security for the payment or performance of any Debt created, incurred, assumed or issued by the Seller, Pershing or GAC in favour of a Lender after the Uncredited Balance has been reduced to nil, then Sandstorm will agree to subordinate the Sandstorm Security to the Encumbrances in, to or over any Collateral granted to such Lender, provided that such Lender agrees to enter into an inter-creditor agreement with Sandstorm and the Seller, Pershing or GAC, as applicable (such agreement to be negotiated in good faith and using all reasonable efforts) at the reasonable cost and expense of the Seller to, among other things: (i) implement the terms and conditions set forth in Schedule I; (ii) establish the process and parameters by and under which any realization by Sandstorm and the Lender upon an Event of Default may occur; (iii) set forth the circumstances when the Encumbrances granted to each of Sandstorm and the Lender will be released; (iv) set forth the circumstances where Sandstorm and the Lender may vote in respect of any plan, realization, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement; and (v) address such other matters as the Lender, the Seller, Pershing, GAC or Sandstorm may reasonably require.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

10.1 Representations and Warranties of the Seller

The Seller, acknowledging that Sandstorm is entering into this Agreement in reliance thereon, hereby makes, on and as of the Effective Date, the representations and warranties to Sandstorm set forth in Schedule D.

10.2 Representations and Warranties of Sandstorm

Sandstorm, acknowledging that the Seller is entering into this Agreement in reliance thereon, hereby makes, on and as of the Effective Date, the representations and warranties to the Seller set forth in Schedule E.

48

10.3 Survival of Representations and Warranties

The representations and warranties set forth above shall survive the execution and delivery of this Agreement.

10.4 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Seller, it shall be deemed to refer to the actual knowledge of the Seller’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer and all knowledge which such persons would have if such person made reasonable enquiry into the relevant subject matter having regard to the role and responsibilities of such person as an officer of the Seller. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of Sandstorm, it shall be deemed to refer to the actual knowledge of Sandstorm’s Chief Executive Officer and Chief Financial Officer and all knowledge which such persons would have if such person made reasonable enquiry into the relevant subject matter having regard to the role and responsibilities of such person as an officer of Sandstorm.

ARTICLE 11

DEFAULTS AND DISPUTES

11.1 Events of Default

Each of the following events or circumstances constitutes an event of default by the Seller (each, an “Event of Default”):

(a) the Seller fails to deliver Refined Gold or Refined Silver to Sandstorm on the terms and conditions set forth in this Agreement within 10 Business Days of receipt of notice from Sandstorm notifying the Seller of such default;

(b) the Seller is in breach or default of any of its representations, warranties, covenants or obligations set forth in this Agreement or the Seller Security Agreements in any material respect (other than a breach or default under Section 11.1(a)) and such breach or default is not remedied within 30 days following delivery by Sandstorm to the Seller of written notice, or such longer period of time as Sandstorm may determine in its sole discretion;

(c) GAC is in breach or default of any of its representations, warranties, covenants or obligations set forth in the GAC Guarantee or the GAC Security Agreements in any material respect;

(d) Pershing is in breach or default of any of its representations, warranties, covenants or obligations set forth in the Pershing Guarantee or the Pershing Share Pledge Agreement in any material respect;

(e) Pershing or GAC does not observe, perform or comply with any covenant or obligation that the Seller is required to cause Pershing or GAC to observe, perform or comply with, or ensure they observe, perform or comply with under this Agreement in any material respect, and such non‑performance or non-compliance is not remedied within a period of 30 days following delivery by Sandstorm to the Seller of written notice of such non-observance, non‑performance or non-compliance, or such longer period of time as Sandstorm may determine in its sole discretion;

(f) the Seller is in breach or default of Sections 8.1 and 8.2; or

(g) upon the occurrence of an Insolvency Event with respect to the Seller, Pershing or GAC.

49

11.2 Sandstorm Remedies

(a) If an Event of Default occurs and is continuing, Sandstorm shall have the right, upon written notice to the Seller, at its option and in addition to and not in substitution for any other remedies available at law or equity, to take any or all of the following actions:

(i) demand delivery by the Seller to Sandstorm of any Refined Gold or Refined Silver deliverable but not yet delivered in accordance with this Agreement;

(ii) terminate this Agreement by written notice to the Seller and, without limiting Section 11.2(a)(i); (x) demand a refund of the Uncredited Balance, if any, and (y) demand all additional Losses suffered or incurred by Sandstorm as a result of the occurrence of such Event of Default and termination, including following termination, Losses based on Sandstorm’s loss of the benefits from this Agreement. Notwithstanding any other provision of this Article 11, if an Event of Default under Sections 11.1(b), 11.1(c), 11.1(d) or 11.1(e) has occurred and is continuing, and the occurrence and continuance of any such Event of Default does not have a Material Adverse Effect (or would not, with notice or the passage of time, have a Material Adverse Effect), then Sandstorm shall have no right to terminate this Agreement, but it shall be entitled to all other remedies available to it at law or at equity; and

(iii) enforce the Sandstorm Security.

(b) For greater certainty, if Sandstorm does not exercise its right under Section 11.2(a)(ii), the obligations of the Seller under this Agreement shall continue in full force and effect.

11.3 Indemnity

(a) Each of the Parties agrees to indemnify and save harmless the other Party and their respective Affiliates and directors, officers and employees from and against any and all Losses suffered or incurred by any of the foregoing persons in connection with:

(i) any inaccuracy in or default or breach of any representation or warranty of such Party contained in this Agreement;

(ii) any breach or non-performance by such Party of any covenant or obligation to be performed by it pursuant to this Agreement;

(iv) in the case of indemnification by the Seller, an Event of Default; and

(iii) pursuing any remedies that a Party is entitled to hereunder.

50

(b) This Section 11.3:

(i) is a continuing obligation, separate and independent from the Parties’ other obligations and survives the termination of this Agreement;

(ii) absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way the liability of the Party giving the indemnity;

(iii) shall not apply to the extent such Losses have been, or will be recovered under Section 11.2; and

(iv) is in addition the right to pursue all other remedies available to a Party under this Agreement or at law or at equity, including specific performance and damages.

(c) It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

(d) Each of the Parties shall act as the trustee to its related indemnified Persons under this Article 11 to the extent indemnified under this Agreement and accepts this trust and will hold and enforce the covenants herein on behalf of such related indemnified Persons.

11.4 Disputes

If a Dispute arises between the Parties (other than pursuant to Section 3.5), the Parties shall promptly and in good faith attempt to resolve such Dispute through negotiations conducted in the following manner:

(a) the disputing Party shall give written notice to the other Party, which notice shall include a statement of the disputing Party’s position and a summary of the arguments supporting its position;

(b) within 15 days after receipt of such notice, the receiving Party shall submit a written response to the disputing Party which shall also include a statement of the receiving Party’s position and a summary of the arguments supporting its position;

(c) the Chief Executive Officer, President or equivalent officer of each of the Parties to the Dispute shall meet at a mutually acceptable time and place, but in any event within 15 days after issuance of the disputing Party’s written notice to attempt to resolve the Dispute; and

(d) if the Dispute has not been resolved within five (5) days after such meeting, that Dispute shall be resolved by arbitration under Section 11.5.

51

11.5 Arbitration

(a) All Disputes not resolved in accordance with Section 11.4 shall be finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (“BCICAC”), under its arbitration rules (the “Arbitration Rules”). The number of arbitrators shall be three. The seat of arbitration shall be Vancouver, British Columbia. The language of the arbitration shall be English.

(b) Notwithstanding the provisions of the Arbitration Rules, the Party referring a Dispute to arbitration (in this Section 11.5(b), the “Referring Party”) under this Article shall appoint an arbitrator in its request for arbitration submitted pursuant to the Arbitration Rules, and the other Party shall appoint an arbitrator in its answer submitted pursuant to the Arbitration Rules (or if the other Party has not appointed an arbitrator within thirty (30) days following the date of the Referring Party’s request for arbitration for any reason, the BCICAC shall appoint the arbitrator entitled to be appointed by the other Party). Such two arbitrators so appointed shall appoint a third arbitrator, who shall act as president of the arbitration tribunal. If such two arbitrators have not appointed the third arbitrator within thirty (30) days of the date of appointment of the other Party’s arbitrator for any reason, the BCICAC shall appoint that third arbitrator.

(c) Notwithstanding Section 11.5(a), and without derogating from the Parties’ commitment to arbitrate or the arbitral tribunal’s power to grant interim measures of protection under the Arbitration Rules, a Party may apply to a court of competent jurisdiction for an interim measure of protection or other equitable remedies pending the commencement or completion of arbitration and for the enforcement of an arbitration award granted hereunder.

(d) In any arbitration, or in any court proceeding authorized to be taken under this Agreement, the arbitral tribunal or the court, as the case may be, shall, in addition to any other relief, be entitled to make an award or enter a judgment, as the case may be, for reasonable lawyer’s fees and expenses, including expert’s fees and any other costs of the proceeding (including the costs of the arbitrators). If no such award is made or judgment entered, then the cost of the arbitrators shall be borne equally by the Parties, and all other costs of arbitration or a court proceeding shall be borne by the Party incurring such cost.

(e) If multiple Disputes arise, a Party may commence a single arbitration in respect of some or all of them.

ARTICLE 12

ADDITIONAL PAYMENT TERMS

12.1 Payments

All monetary payments due by one Party to another under this Agreement shall be made in U.S. Dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the other Party in writing from time to time.

12.2 Taxes

All deliveries of Refined Gold and Refined Silver and all monetary amounts paid hereunder shall be made without any deduction, withholding, charge or levy for or on account of any Taxes (other than Excluded Taxes), all of which shall be for the account of the Party making such delivery or payment. If any such Taxes (other than Excluded Taxes) are so required to be deducted, withheld, charged or levied by the Party making such delivery or payment, then such Party shall make, in addition to such delivery or payment, such additional delivery or payment as is necessary to ensure that the net amount received by the other Party entitled to delivery or payment (free and clear and net of any such Taxes (other than Excluded Taxes), including any Taxes (other than Excluded Taxes) required to be deducted, withheld, charged or levied on any such additional amount) equals the full amount such other Party would have received had no such deduction, withholding, charge or levy been required. Any gross-up payment or additional delivery by the Seller to Sandstorm under this Section 12.2 shall not reduce the amount of the Uncredited Balance. To the extent a Party pays to an applicable Governmental Authority any Taxes that gives rise to a gross-up or additional delivery as contemplated by this Section 12.2, that Party shall provide to the other Party reasonable documentation of the payment of such Taxes within ten (10) days of such payment.

52

12.3 Refund of Gross-up

If any Party determines, acting in good faith, that it has received a refund of any Taxes as to which it has been grossed-up or received additional deliveries pursuant to Section 12.2, it shall pay to the other Party an amount equal to such refund (but only to the extent of any gross-up or additional deliveries made under Section 12.2 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such other Party, upon the request of such Party, shall repay to such Party the amount paid over pursuant to this Section 12.3 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Party is required to repay such refund to such Governmental Authority. This Section 12.3 shall not be construed to require any Party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the other Party or any other Person.

12.4 Change in Tax Laws

(a) If, as a result of a change in, a revision in, implementation of or amendment to any law or the interpretation of any law by the relevant tax authorities or courts having competent jurisdiction (a “Change in Law”), the Seller is required to deduct, withhold, charge or levy a material amount of Taxes on deliveries of Refined Gold or Refined Silver to Sandstorm, which Taxes are materially in excess of the Taxes which would have been deducted, withheld, charged or levied on such deliveries prior to the Change in Law, the Seller and Sandstorm agree that, upon the request of the Seller, they shall negotiate in good faith with each other to amend this Agreement so that the Seller and its Affiliates are no longer adversely affected by any such Change in Law; provided that any such amendment shall not have an adverse impact on the Seller, on the one hand, or Sandstorm on the other hand.

(b) If, as a result of a Change in Law, Sandstorm becomes liable for a material amount of Taxes on payments made under this Agreement to the Seller, which Taxes are materially in excess of the Taxes that Sandstorm would have been liable for on such payments prior to the Change in Law, the Seller and Sandstorm agree, that upon the request of Sandstorm, that they shall negotiate in good faith with each other to amend this Agreement so that Sandstorm and its Affiliates are no longer adversely affected by any such Change in Law; provided that any such amendment shall not have an adverse impact on the Seller, on the one hand, or Sandstorm on the other hand.

12.5 Interest

(a) The dollar value of any Overdue Gold Ounces or Overdue Silver Ounces from time to time outstanding shall accrue interest at the LIBO Rate plus 800 basis points once such deliveries are overdue. Interest shall be calculated, compounded and paid monthly and shall be calculated on an amount equal to the product of (1) the number of ounces of Refined Gold or Refined Silver, as applicable, subject to such overdue delivery, multiplied by (2) the Gold Market Price or Silver Market Price, as applicable, on the date at which the Seller’s corresponding delivery obligation was originally due.

(b) Without duplicating interest payable in accordance with Section 12.5(a), any dollar amount not paid when due shall accrue interest at the LIBO Rate plus 800 basis points once such payments are overdue. Interest shall be calculated, compounded and paid monthly.

12.6 Set Off

Any dollar amount not paid when due by a Party or any Overdue Gold Ounces or Overdue Silver Ounces may be set off against any dollar amount or Refined Gold or Refined Silver owed to such Party by the other Party. Any amount of Refined Gold or Refined Silver set off and withheld against any non‑payment by a Party shall be valued at the Gold Market Price and Silver Market Price, respectively, as of the date that such amount of Refined Gold or Refined Silver first became due to such Party. Any dollar amount set off and withheld against any Overdue Gold Ounces or Overdue Silver Ounces shall result in a reduction to the Overdue Gold Ounces or Overdue Silver Ounces by that number of ounces equal to the dollar amount set off divided by the Gold Market Price or Silver Market Price, as applicable, as of the day such dollar amount first became payable. In the event that a sufficient dollar amount is not available for set off by the Seller and Sandstorm is in default of a payment obligation under this Agreement, the Seller may reduce deliveries of Refined Gold or Refined Silver by the dollar value of the amount owing by Sandstorm to the Seller which cannot be set off.

53

ARTICLE 13

GENERAL

13.1 Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

13.2 No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between Sandstorm and the Seller.

13.3 Metal Purchase Agreement Treatment and Characterization

The Parties acknowledge and agree that this Agreement and the transactions contemplated hereunder are, and are intended to be, transactions for the delivery and purchase and sale of Refined Gold and Refined Silver.

13.4 Governing Law

This Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of British Columbia shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.5 Time

Time is of the essence in this Agreement.

13.6 Costs and Expenses

All costs and expenses incurred by a Party shall be for its own account; provided that the Seller shall pay the reasonable legal costs for the documentation and drafting of the Security Agreements and the registration and perfection of the Sandstorm Security. The Seller agrees that it shall also be responsible for Sandstorm’s reasonable legal costs for any amendments to this Agreement or the Security Agreements, the preparation of any additional security agreements in connection with the transactions contemplated by this Agreement or such Security Agreements, or any security interest registrations in connection with the foregoing.

54

13.7 Survival

Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Sections 3.4(f), 3.4(g), 3.5, 6.3(d), the last sentence of 6.4, 6.5, 11.2, 11.3, 11.4, 11.5, Article 12, Article 13 and such other provisions of this Agreement as are required to give effect thereto.

13.8 Invalidity

If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of the Agreement which shall be construed as if the Agreement had been executed without the invalid portion. It is hereby declared to be the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.

13.9 Notices

Any notice or other communication (in each case, a “notice”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by email, by courier, or transmitted by facsimile transmission addressed to:

(a) If to the Seller:

Americas Silver Corporation

Suite 2870, 145 King Street West

Toronto, Ontario

M5H 1J8

Attention: Darren Blasutti

Fax: (866) 401-3069

Email: dblasutti@americassilvercorp.com

(b) if to Sandstorm, to:

Suite 1400, 400 Burrard Street

Vancouver, British Columbia

Canada V6C 3A6

Attention: Nolan Watson

Fax No.: 604-689-7317

Email: nwatson@sandstormgold.com

Any notice given in accordance with this section, if transmitted by facsimile transmission, shall be deemed to have been received on the next Business Day following transmission or, if delivered by email, by courier or by hand, shall be deemed to have been received when delivered.

55

13.10 Press Releases

The Parties shall jointly plan and co-ordinate any public notices, press releases, and any other publicity concerning the execution of this Agreement, and neither Party nor its Affiliates shall act in this regard without the prior approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed, unless such disclosure is required to meet timely disclosure obligations of any Party under Applicable Laws in circumstances where prior consultation with the other Party is not practicable, and to the extent reasonably practicable, a copy of such disclosure is provided to the other Party at such time as it is made publicly available.

13.11 Amendments

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

13.12 Beneficiaries

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

13.13 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties and their Affiliates with respect thereto.

13.14 Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

13.15 Counterparts

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic email PDF shall be effective as delivery of a manually executed counterpart of this Agreement.

[Remainder of Page Intentionally Left Blank]

56

IN WITNESS WHEREOF the Parties have executed this Precious Metals Delivery and Purchase Agreement as of the day and year first written above.

SANDSTORM GOLD LTD.
By:

| | Name: |

| | Title: |

AMERICAS SILVER CORPORATION
By:

| | Name: |

| | Title: |

Signature Page to Precious Metals Delivery and Purchase Agreement

57

SCHEDULE A-1

MINING PROPERTIES

List of Mining Properties

Owned Real Property

Fee Minerals* owned by Pershing–320 acres

*(excludes O&G, geothermal, limestone).

Mineral rights acquired by Deed dated August 27, 2018, recorded in Pershing County, Nevada, on September 10, 2018, as Document No. 503103.

T27N R34E, MDM, Pershing County, Nevada

Section 21: E1/2 (320 acres)

Note: The Deed expressly excludes limestone interest conveyed to Maverix Metals (Nevada) Inc. by Deed dated June 29, 2018, recorded in Pershing County, Nevada, on August 1, 2018, as Document No. 495142.

Leased Real Property

Mining Lease dated effective January 6, 2015, by and between New Nevada Resources, LLC and New Nevada Lands, LLC, as successors-in-interest of Nevada Land and Resource Company, LLC., as owner, and GAC, as lessee, of Memorandum of which was recorded in Pershing County, Nevada, on January 15, 2015, as Document No. 49115, covering the following fee lands:

T27N R34E, MDM, Pershing County, Nevada

Section 17: All (640 acres)

Section 19: All - Lots 1-4, E1/2W/12, E1/2 (633.60 acres)

Section 21: W1/2 (320.00 acres)

[Remainder of page intentionally left blank.]

A-1-1

Owned Claims and Owned Millsites

The following two hundred and forty (240) unpatented mining claims owned by GAC situated in Pershing County, Nevada:

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| PF | 63 | NMC802860 | 222734 | 18 | 27N | 34E | Lode | Owned |

| PF | 64 | NMC802861 | 222735 | 18 | 27N | 34E | Lode | Owned |

| PF | 65 | NMC802862 | 222736 | 18 | 27N | 34E | Lode | Owned |

| PF | 66 | NMC802863 | 222737 | 18 | 27N | 34E | Lode | Owned |

| PF | 67 | NMC802864 | 222738 | 18 | 27N | 34E | Lode | Owned |

| PF | 68 | NMC802865 | 222739 | 18 | 27N | 34E | Lode | Owned |

| PF | 69 | NMC802866 | 222740 | 18 | 27N | 34E | Lode | Owned |

| PF | 70 | NMC802867 | 222741 | 18 | 27N | 34E | Lode | Owned |

| PF | 71 | NMC802868 | 222742 | 18 | 27N | 34E | Lode | Owned |

| PF | 72 | NMC802869 | 222743 | 18 | 27N | 34E | Lode | Owned |

| PF | 73 | NMC802870 | 222744 | 18 | 27N | 34E | Lode | Owned |

| PF | 74 | NMC802871 | 222745 | 18 | 27N | 34E | Lode | Owned |

| PF | 75 | NMC802872 | 222746 | 18 | 27N | 34E | Lode | Owned |

| PF | 76 | NMC802873 | 222747 | 18 | 27N | 34E | Lode | Owned |

| PF | 77 | NMC802874 | 222748 | 18 | 27N | 34E | Lode | Owned |

| PF | 78 | NMC802875 | 222749 | 18 | 27N | 34E | Lode | Owned |

| PF | 79 | NMC802876 | 222750 | 20 | 27N | 34E | Lode | Owned |

| PF | 80 | NMC802877 | 222751 | 20 | 27N | 34E | Lode | Owned |

| PF | 81 | NMC802878 | 222752 | 20 | 27N | 34E | Lode | Owned |

| PF | 82 | NMC802879 | 222753 | 20 | 27N | 34E | Lode | Owned |

| PF | 83 | NMC802880 | 222754 | 20 | 27N | 34E | Lode | Owned |

| PF | 84 | NMC802881 | 222755 | 20 | 27N | 34E | Lode | Owned |

| PF | 85 | NMC802882 | 222756 | 20 | 27N | 34E | Lode | Owned |

| PF | 86 | NMC802883 | 222757 | 20 | 27N | 34E | Lode | Owned |

| PF | 87 | NMC802884 | 222758 | 20 | 27N | 34E | Lode | Owned |

| PF | 88 | NMC802885 | 222759 | 20 | 27N | 34E | Lode | Owned |

| PF | 89 | NMC802886 | 222760 | 20 | 27N | 34E | Lode | Owned |

| PF | 90 | NMC802887 | 222761 | 20 | 27N | 34E | Lode | Owned |

| PF | 91 | NMC802888 | 222762 | 20 | 27N | 34E | Lode | Owned |

| PF | 92 | NMC802889 | 222763 | 20 | 27N | 34E | Lode | Owned |

| PF | 93 | NMC802890 | 222764 | 20 | 27N | 34E | Lode | Owned |

| PF | 94 | NMC802891 | 222765 | 20 | 27N | 34E | Lode | Owned |

| PF | 95 | NMC802892 | 222766 | 20 | 27N | 34E | Lode | Owned |

| PF | 96 | NMC802893 | 222767 | 20 | 27N | 34E | Lode | Owned |

| PF | 97 | NMC802894 | 222768 | 20 | 27N | 34E | Lode | Owned |

| PF | 98 | NMC802895 | 222769 | 20 | 27N | 34E | Lode | Owned |

| PF | 99 | NMC802896 | 222770 | 20 | 27N | 34E | Lode | Owned |

| PF | 100 | NMC802897 | 222771 | 20 | 27N | 34E | Lode | Owned |

| PF | 101 | NMC802898 | 222772 | 20 | 27N | 34E | Lode | Owned |

A-1-2

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| PF | 102 | NMC802899 | 222773 | 20 | 27N | 34E | Lode | Owned |

| PF | 103 | NMC802900 | 222774 | 20 | 27N | 34E | Lode | Owned |

| PF | 104 | NMC802901 | 222775 | 20 | 27N | 34E | Lode | Owned |

| PF | 105 | NMC802902 | 222776 | 20 | 27N | 34E | Lode | Owned |

| PF | 106 | NMC802903 | 222777 | 20 | 27N | 34E | Lode | Owned |

| PF | 107 | NMC802904 | 222778 | 20 | 27N | 34E | Lode | Owned |

| PF | 108 | NMC802905 | 222779 | 20 | 27N | 34E | Lode | Owned |

| PF | 109 | NMC802906 | 222780 | 20 | 27N | 34E | Lode | Owned |

| PF | 125 | NMC802922 | 222796 | 9, 16 | 27N | 34E | Lode | Owned |

| PF | 126 | NMC802923 | 222797 | 9, 16 | 27N | 34E | Lode | Owned |

| PF | 127 | NMC802924 | 222798 | 16 | 27N | 34E | Lode | Owned |

| PF | 128 | NMC802925 | 222799 | 9, 16 | 27N | 34E | Lode | Owned |

| PF | 129 | NMC802926 | 222800 | 16 | 27N | 34E | Lode | Owned |

| PF | 130 | NMC802927 | 222801 | 9, 16 | 27N | 34E | Lode | Owned |

| PF | 131 | NMC802928 | 222802 | 16 | 27N | 34E | Lode | Owned |

| PF | 132 | NMC802929 | 222803 | 9, 16 | 27N | 34E | Lode | Owned |

| PF | 133 | NMC802930 | 222804 | 16 | 27N | 34E | Lode | Owned |

| PF | 134 | NMC802931 | 222805 | 16 | 27N | 34E | Lode | Owned |

| PF | 135 | NMC802932 | 222806 | 16 | 27N | 34E | Lode | Owned |

| PF | 136 | NMC802933 | 222807 | 16 | 27N | 34E | Lode | Owned |

| PF | 137 | NMC802934 | 222808 | 16 | 27N | 34E | Lode | Owned |

| PF | 138 | NMC802935 | 222809 | 16 | 27N | 34E | Lode | Owned |

| PF | 139 | NMC802936 | 222810 | 16 | 27N | 34E | Lode | Owned |

| PF | 140 | NMC802937 | 222811 | 16 | 27N | 34E | Lode | Owned |

| PF | 141 | NMC802938 | 222812 | 16 | 27N | 34E | Lode | Owned |

| PF | 142 | NMC802939 | 222813 | 16 | 27N | 34E | Lode | Owned |

| PF | 143 | NMC802940 | 222814 | 16 | 27N | 34E | Lode | Owned |

| PF | 144 | NMC802941 | 222815 | 16 | 27N | 34E | Lode | Owned |

| PF | 145 | NMC802942 | 222816 | 16 | 27N | 34E | Lode | Owned |

| PF | 146 | NMC802943 | 222817 | 16 | 27N | 34E | Lode | Owned |

| PF | 147 | NMC802944 | 222818 | 16 | 27N | 34E | Lode | Owned | | PF | 152 | NMC802949 | 222823 | 18 | 27N | 34E | Lode | Owned |

| PF | 153 | NMC802950 | 222824 | 18 | 27N | 34E | Lode | Owned |

| PF | 154 | NMC802951 | 222825 | 18 | 27N | 34E | Lode | Owned |

| PF | 155 | NMC802952 | 222826 | 18 | 27N | 34E | Lode | Owned | | R | 1 | NMC902710 | 243962 | 16 | 27N | 34E | Lode | GAC 100% |

| R | 2 | NMC902711 | 243963 | 16 | 27N | 34E | Lode | GAC 100% |

| R | 3 | NMC902712 | 243964 | 16 | 27N | 34E | Lode | GAC 100% |

| R | 4 | NMC902713 | 243965 | 16 | 27N | 34E | Lode | GAC 100% |

A-1-3

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| RCL | 60 | NMC902722 | 243974 | 16 | 27N | 34E | Lode | GAC 100% |

| RCL | 61 | NMC902723 | 243975 | 16 | 27N | 34E | Lode | GAC 100% |

| RCL | 62 | NMC902724 | 243976 | 16 | 27N | 34E | Lode | GAC 100% |

| RCL | 63 | NMC902725 | 243977 | 16 | 27N | 34E | Lode | GAC 100% |

| RC | 1 | NMC902731 | 243985 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 2 | NMC902732 | 243986 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 3 | NMC902733 | 243987 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 4 | NMC902734 | 243988 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 5 | NMC902735 | 243989 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 6 | NMC902736 | 243990 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 7 | NMC902737 | 243991 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 8 | NMC902738 | 243992 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 9 | NMC902739 | 243993 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 10 | NMC902740 | 243994 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 11 | NMC902741 | 243995 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 12 | NMC902742 | 243996 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 13 | NMC902743 | 243997 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 14 | NMC902744 | 243998 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 15 | NMC902745 | 243999 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 16 | NMC902746 | 244000 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 17 | NMC902747 | 244001 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 18 | NMC902748 | 244002 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 19 | NMC902749 | 244003 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 20 | NMC902750 | 244004 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 21 | NMC902751 | 244005 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 22 | NMC902752 | 244006 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 23 | NMC902753 | 244007 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 24 | NMC902754 | 244008 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 25 | NMC902755 | 244009 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 26 | NMC902756 | 244010 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 27 | NMC902757 | 244011 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 28 | NMC902758 | 244012 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 29 | NMC902759 | 244013 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 30 | NMC902760 | 244014 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 31 | NMC902761 | 244015 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 32 | NMC902762 | 244016 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 33 | NMC902763 | 244017 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 34 | NMC902764 | 244018 | 18 | 27N | 34E | Millsite | GAC 100% |

A-1-4

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| RC | 35 | NMC902765 | 244019 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 36 | NMC902766 | 244020 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 37 | NMC902767 | 244021 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 38 | NMC902768 | 244022 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 39 | NMC902769 | 244023 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 40 | NMC902770 | 244024 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 41 | NMC902771 | 244025 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 42 | NMC902772 | 244026 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 43 | NMC902773 | 244027 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 44 | NMC902774 | 244028 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 45 | NMC902775 | 244029 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 46 | NMC902776 | 244030 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 47 | NMC902777 | 244031 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 48 | NMC902778 | 244032 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 49 | NMC902779 | 244033 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 50 | NMC902780 | 244034 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 51 | NMC902781 | 244035 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 52 | NMC902782 | 244036 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 53 | NMC902783 | 244037 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 54 | NMC902784 | 244038 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 55 | NMC902785 | 244039 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 56 | NMC902786 | 244040 | 18 | 27N | 34E | Millsite | GAC 100% |

| RC | 57 | NMC902787 | 244041 | 18 | 27N | 34E | Millsite | GAC 100% | | NGR | 1 | NMC929649 | 249316 | 20 | 27N | 34E | Lode | GAC 100% |

| NGR | 2 | NMC929650 | 249317 | 20 | 27N | 34E | Lode | GAC 100% |

| NGR | 3 | NMC929651 | 249318 | 20 | 27N | 34E | Lode | GAC 100% |

| NGR | 4 | NMC929652 | 249319 | 20 | 27N | 34E | Lode | GAC 100% |

| NGR | 5 | NMC929653 | 249320 | 20 | 27N | 34E | Lode | GAC 100% |

| RM | 1 | NMC929654 | 249321 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 2 | NMC929655 | 249322 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 3 | NMC929656 | 249323 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 4 | NMC929657 | 249324 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 5 | NMC929658 | 249325 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 6 | NMC929659 | 249326 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 7 | NMC929660 | 249327 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 8 | NMC929661 | 249328 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 9 | NMC929662 | 249329 | 18 | 27N | 34E | Millsite | GAC 100% |

A-1-5

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| RM | 10 | NMC929663 | 249330 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 11 | NMC929664 | 249331 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 12 | NMC929665 | 249332 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 13 | NMC929666 | 249333 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 14 | NMC929667 | 249334 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 15 | NMC929668 | 249335 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 16 | NMC929669 | 249336 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 17 | NMC929670 | 249337 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 18 | NMC929671 | 249338 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 19 | NMC929672 | 249339 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 20 | NMC929673 | 249340 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 21 | NMC929674 | 249341 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 22 | NMC929675 | 249342 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 23 | NMC929676 | 249343 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 24 | NMC929677 | 249344 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 25 | NMC929678 | 249345 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 26 | NMC929679 | 249346 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 27 | NMC929680 | 249347 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 28 | NMC929681 | 249348 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 29 | NMC929682 | 249349 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 30 | NMC929683 | 249350 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 31 | NMC929684 | 249351 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 32 | NMC929685 | 249352 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 33 | NMC929686 | 249353 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 34 | NMC929687 | 249354 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 35 | NMC929688 | 249355 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 36 | NMC929689 | 249356 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 37 | NMC929690 | 249357 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 38 | NMC929691 | 249358 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 39 | NMC929692 | 249359 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 40 | NMC929693 | 249360 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 41 | NMC929694 | 249361 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 42 | NMC929695 | 249362 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 43 | NMC929696 | 249363 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 44 | NMC929697 | 249364 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 45 | NMC929698 | 249365 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 46 | NMC929699 | 249366 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 47 | NMC929700 | 249367 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 48 | NMC929701 | 249368 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 49 | NMC929702 | 249369 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 50 | NMC929703 | 249370 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 51 | NMC929704 | 249371 | 18 | 27N | 34E | Millsite | GAC 100% |

A-1-6

Claim Name	No.	BLM Serial<br> <br>Nos. (NMC)	County<br> <br>Rec Doc #	SEC	TWP	RNG	Notes	Status

| RM | 52 | NMC929705 | 249372 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 53 | NMC929706 | 249373 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 54 | NMC929707 | 249374 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 55 | NMC929708 | 249375 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 56 | NMC929709 | 249376 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 57 | NMC929710 | 249377 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 58 | NMC929711 | 249378 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 59 | NMC929712 | 249379 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 60 | NMC929713 | 249380 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 61 | NMC929714 | 249381 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 62 | NMC929715 | 249382 | 18 | 27N | 34E | Millsite | GAC 100% |

| RM | 63 | NMC929716 | 249383 | 18 | 27N | 34E | Millsite | GAC 100% | | NRC | 1 | NMC947420 | 354339 | 18 | 27N | 34E | Lode | Owned |

| NRC | 2 | NMC947421 | 354340 | 18 | 27N | 34E | Lode | Owned |

| NRC | 3 | NMC947422 | 354341 | 18 | 27N | 34E | Lode | Owned |

| NRC | 4 | NMC947423 | 354342 | 18 | 27N | 34E | Lode | Owned |

| NRC | 5 | NMC947424 | 354343 | 18 | 27N | 34E | Lode | Owned | | NRC | 7 | NMC947425 | 354344 | 18 | 27N | 34E | Lode | Owned |

| NRC | 8 | NMC947426 | 354345 | 18 | 27N | 34E | Lode | Owned |

| NRC | 9 | NMC947427 | 354346 | 18 | 27N | 34E | Lode | Owned |

| NRC | 10 | NMC947428 | 354347 | 18 | 27N | 34E | Lode | Owned |

| NRC | 11 | NMC947429 | 354348 | 18 | 27N | 34E | Lode | Owned |

| NRC | 12 | NMC947430 | 354349 | 18 | 27N | 34E | Lode | Owned |

| NRC | 13 | NMC947431 | 354350 | 18 | 27N | 34E | Lode | Owned |

| NRC | 14 | NMC947432 | 354351 | 18 | 27N | 34E | Lode | Owned |

| NRC | 15 | NMC947433 | 354352 | 18 | 27N | 34E | Lode | Owned |

| NRC | 16 | NMC947434 | 354353 | 18 | 27N | 34E | Lode | Owned |

| NRC | 17 | NMC947435 | 354354 | 18 | 27N | 34E | Lode | Owned | | RCD | 5 | NMC1036656 | 470991 | 16 | 27N | 34E | Lode | GAC 100% |

| | | Amended | 482546 | | | | | | | RCLR | 46 | NMC1082910 | 482538 | 16 | 27N | 34E | Lode | GAC 100% |

| RCLR | 47 | NMC1082911 | 482539 | 16 | 27N | 34E | Lode | GAC 100% |

| RCLR | 48 | NMC1082912 | 482540 | 16 | 27N | 34E | Lode | GAC 100% |

| RCLR | 49 | NMC1082913 | 482541 | 16 | 27N | 34E | Lode | GAC 100% |

| RCLR | 50 | NMC1082914 | 482542 | 16 | 27N | 34E | Lode | GAC 100% | | RR | 6 | NMC1082915 | 482543 | 16 | 27N | 34E | Lode | GAC 100% | | RCDR | 1 | NMC1082915 | 482543 | 16 | 27N | 34E | Lode | GAC 100% | | PF | 110 | NMC802907 | 222781 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 111 | NMC802908 | 222782 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 112 | NMC802909 | 222783 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 113 | NMC802910 | 222784 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 114 | NMC802911 | 222785 | 22 | 27N | 34E | Lode | GAC 100% | | PF | 148 | NMC802945 | 222819 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 149 | NMC802946 | 222820 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 150 | NMC802947 | 222821 | 22 | 27N | 34E | Lode | GAC 100% |

| PF | 151 | NMC802948 | 222822 | 22 | 27N | 34E | Lode | GAC 100% |

[Remainder of page intentionally left blank.]

A-1-7

Water Rights

Water Right Number	Duty Balance<br> <br>Acre-feet/year	Comments

| Certificate 13402 (Permit 47331)** | 168.0192 | Owned by GAC |

| Certificate 13403 (Permit 47334)** | 118.7570 | Owned by GAC |

| Permit 76626 (owned)** | 331.5800 | Owned by GAC Need to file proof of beneficial use or extension of time by November 25, 2018 and convert to certificated right. |

| Permit 83438 (owned)** *** | 300.0000 | Owned by GAC Need to file proof of completion of work by November 25, 2018**** and proof of beneficial use (or extension of time) by November 25, 2019, and convert to certificated right *** Implied GAC Allocation of 950 afa Combined Duty = 273.2 afa |

| Permit 87750 (owned) | 70.0000 | Owned by GAC |

| Subtotal GAC Owned Water Rights | 988.3562 | afa |

| Permit 75494 (Leased Zephyr) | 120.0000 | Need POD/POU Change Application Need to file proof of beneficial use and convert to certificated right. Current status with NDWR is “Ready for Action” |

| Subtotal GAC Leased Water Rights | 120.0000 | afa |

| Total GAC Owned/Leased Water Rights | 1,108.3562 | afa *** |

** Total combined duty for the following water rights: Certificate 13402 (Permit 47331), Certificate 13403 (Permit 47334), Permit 76626, and Permit 83438 shall not exceed 918.36 acre-feet annually as stipulated in GAC Permit 83438 and Coeur Permit 81234.

*** Implied GAC allocation of the 950 afa total combined duty limit stipulated by NDWR for GAC Permit 83438 and Coeur Permit 81234, as described in the 12/12/2017 water sharing agreement letter co-signed by GAC and Coeur to NDWR State Engineer = 273.2 afa under GAC Permit 83438.

**** PW-1 and PW-2 already constructed, which should satisfy the proof of completion requirement for Permit 83438.

A-1-8

EXHIBIT 4.1

SCHEDULE A-2

ROYALTY BURDENS

Mining Properties burdened by 2% NSR Royalty.

(a) The following 141 GAC owned unpatented claims and millsites located in Sections 16, 18 and 20, T27N R34E, MDM, Pershing County, Nevada:

LD BLM FILE	Claims	Loc Yr	Count

| NMC 902710 | RCL 60 – 63 lode claims; R 1 – 4 lode claims RC 1 – 57 millsite claims* | 2005 2005 2005 | 4 4 57 |

| NMC 929649 | NGR 1 – 5 lode claims RM 1 – 63 millsite claims* | 2006 2006 | 5 63 |

| NMC 1036653 | RCD 5 lode claim | 2011 | 1 |

| NMC 1082910 | RCLR 46 - 50 (relocations of RCL 46-50 LD NMC 902710) RR 6 (relocation of R 6 LD NMC 902710) RCDR 1 (relocation of RCD 1 LD NMC 1036653) | 2012 2012 2012 | 5 1 1 |

| | Total GAC Relief Canyon Mine Project claims affected by RGR 2% NSR | | 141 |

(b) The following 90 GAC owned unpatented claims located in Sections 9, 16 and 20, T27N R34E, MDM, Pershing County, Nevada:

LD BLM FILE	Claims	Loc Yr	Count

| LD NMC 802798 | PF 63 - 109, 125 - 147, 152 - 155 | 1999 | 74 |

| LD NMC 947420 | NRC 1 - 5, 7 - 17 | 2007 | 16 |

| | Total GAC Relief Canyon Mine Project claims subject to Newmont 2% NSR | | 90 |

Mining Properties burdened by 2.125% NSR Royalty.

The following 320 acres of fee land in T27N, R34E, MDM, Pershing County, Nevada

Section 21: E1/2 (320.00)

Mining Properties burdened by 4.5% NSR Royalty.

The following 1,593 acres of fee land in T27N R34E, MDM, Pershing County, Nevada

Section 17: All (640 acres)

Section 19: All - Lots 1-4, E1/2W/12, E1/2 (633.60)

Section 21: W1/2 (320.00)

Note: These Fee Lands (other than the surface of Section 19) are Owned by New Nevada Resources, LLC (NNR) and New Nevada Lands, LLC (NNL) and leased by GAC under NNR/NNL Mining Lease No. 500135 dated 1/6/2015.

A-2-1

EXHIBIT 4.1

SCHEDULE B

MAP OF THE MINING PROPERTIES

B-1

EXHIBIT 4.1

SCHEDULE C

DELIVERY SCHEDULE

The amount of Refined Gold deliverable by the Seller to Sandstorm pursuant to Section 2.1 of this Agreement shall be as follows:

(i) Months 1 –60: 492 ounces of Refined Gold per calendar month for each of the first 60 calendar months following the Fixed Delivery Start Date, deliverable on or before the last day of each calendar month during this period; and

(ii) Months 61 – 66: 417 ounces of Refined Gold per calendar month for each of the six (6) calendar months following the period set out in (i) above, deliverable on or before the last day of each calendar month during this period.

C-1

EXHIBIT 4.1

SCHEDULE D-1

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller is a corporation duly incorporated and validly existing under the federal laws of Canada and is up to date in all material respects with filings required by law.
Each of Pershing and GAC is a corporation duly incorporated and validly existing under the laws of Nevada and is up to date in all material respects with filings required by law
All requisite corporate acts and proceedings have been done and taken by the Seller, Pershing and GAC, including obtaining all requisite board of directors’ and shareholder approval, with respect to the Seller entering into this Agreement and performing its obligations hereunder.
The Seller has the requisite corporate power, capacity and authority to enter into this Agreement, and to perform its obligations hereunder.
This Agreement and the exercise of the Seller’s rights and performance of its obligations hereunder do not and will not (a) conflict with any agreement, mortgage, deed of trust, bond or other instrument to which the Seller, Pershing or GAC is a party or which is binding on their assets, (b) conflict with the constating or constitutive documents of the Seller, Pershing or GAC, or (c) in any material respect, conflict with or violate any Applicable Law.
Except as set forth on the Disclosure Schedule, no Approvals are required to be obtained by the Seller, Pershing or GAC in connection with the execution and delivery or the performance by the Seller of this Agreement or the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors as well as to general principles of equity whether considered at law or in equity).
None of the Seller, Pershing or GAC has suffered an Insolvency Event that is continuing or is aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.
GAC is a wholly owned subsidiary of Pershing. GAC does not own any subsidiaries or Affiliates. All of the issued and outstanding securities of GAC are (i) duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, (ii) are owned by Pershing, free and clear of all Encumbrances, (iii) are not subject to any proxy, voting trust or other agreement or restriction relating to the voting of such securities. There are no outstanding subscriptions, options, warrants, rights, entitlements, plans, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or assets of, or to require the issuance, sale, transfer, registration, repurchase or redemption of, any securities of, GAC.

D-1-1

Pershing is a wholly owned subsidiary of the Seller. Other than GAC, Pershing does not own any subsidiaries or Affiliates. All of the issued and outstanding securities of Pershing are (i) duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, (ii) are owned by the Seller, free and clear of all Encumbrances, (iii) are not subject to any proxy, voting trust or other agreement or restriction relating to the voting of such securities. There are no outstanding subscriptions, options, warrants, rights, entitlements, plans, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or assets of, or to require the issuance, sale, transfer, registration, repurchase or redemption of, any securities of, Pershing.
The Mining Properties and the Ancillary Rights are sufficient to develop and operate the Mine in accordance with the Development Plan as currently in effect.
GAC is the registered or recorded owner, lessee or sub-lessee of its interests in the Mining Properties free and clear of all Encumbrances other than Permitted Encumbrances. With respect to the unpatented mining claims owned by GAC (the “Owned Claims”) and the unpatented millsites owned by GAC (the “Owned Millsites”), as well as the unpatented mining claims leased or subleased by GAC (the “Leased Claims”), subject to the paramount title of the United States of America, the valid statutory rights of third parties to use the surface of the Owned Claims, the Leased Claims and the Owned Millsites granted by the applicable Governmental Authority, and the valid rights of any lessees of leasable minerals granted by the applicable Governmental Authority pursuant to Applicable Laws within the boundaries of the lands covered by the Owned Claims, the Leased Claims and the Owned Millsites (collectively, the “Claims”): (i) to the Seller’s knowledge, the Claims were located on ground open to appropriation by mineral location (except for overlaps with other ground that does not have a Material Adverse Effect) and no third party has rights to the Claims adverse to the rights of GAC; (ii) all required claim maintenance fees for the Claims have been timely paid in full; (iii) all required filings and recordings required in connection with the payment of such fees have been timely and properly filed with the appropriate Governmental Authority; and (iv) the boundaries of the Owned Claims and the Owned Millsites are properly monumented and GAC has taken the necessary actions to retain its rights in the Owned Claims and the Owned Millsites. The Seller makes no representation or warranty as to the existence of valuable minerals for any of the Owned Claims or the Leased Claims. To the knowledge of the Seller, GAC’s interests in and to the Mining Properties are not subject to claims of native or indigenous title or any expropriation proceeding and GAC has not received notice of any such actual or potential claim.
The map attached hereto as Schedule B depicts the location of the Mining Properties with reasonable accuracy.
Other than as set forth in the Leases or on the Disclosure Schedule, no person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Mining Properties or the Minerals produced from the Mining Properties, and other than the existing royalties set forth in Schedule H, to the Seller’s knowledge, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any Minerals.
GAC has paid all Taxes, fees, assessments, rents or other amounts owed in respect of the Mining Properties, including all Taxes, fees, assessments, rents or other amounts to keep the Mining Properties in good standing.

D-1-2

Except as would not have a Material Adverse Effect, conditions on and relating to the Mining Properties and the surface area covered by the Mining Properties respecting all past and current operations conducted thereon by GAC are in compliance in all material respects with all Applicable Laws, and conditions on and relating to the Mining Properties and the surface area covered by the Mining Properties respecting all past operations conducted thereon by persons other than GAC are, to the knowledge of the Seller, in compliance in all material respects with all Applicable Laws.
There are no outstanding, pending or, to the knowledge of the Seller, threatened, actions, suits, proceedings, investigations or claims affecting, or pertaining in any respect to, the Project Assets except as would not reasonably be expected to have a Material Adverse Effect.
None of the Seller, Pershing, GAC or the Project Assets is subject to any outstanding judgment, order, writ, injunction or decree that has or would reasonably be expected to have a Material Adverse Effect.
The Seller, Pershing and GAC have complied in all material respects with the Anti-Bribery Laws in connection with its dealings relating to this Agreement and the Mine.
To the knowledge of the Seller, the material made available to Sandstorm by Pershing and GAC in Pershing’s electronic data room relating to the mineralization or potential mineralization of the Mining Properties is not, as of the date of such material, willfully misleading.
All Approvals necessary for the construction, development or acquisition of the Project Assets, as contemplated by the Development Plan have either been obtained and received by GAC and continue to be in place without challenge or appeal, to the extent reasonably considered necessary or appropriate given the current stage of development and construction of the Project Assets, or are expected to be obtained in the ordinary course of business by the time they are necessary.
There are not current or pending negotiations with respect to the renewal, termination or amendment of any Material Contracts. All Material Contracts are in full force and effect and in all cases GAC or any of its Affiliates that is a party to a Material Contract is entitled to all rights and benefits thereunder and has not waived any such rights, except as would not reasonably be expected to have a Material Adverse Effect. GAC and each of its Affiliates that is a party to a Material Contract is not in breach of or default under, and to the Seller’s knowledge there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a breach of or default under, any Material Contract, except as would not reasonably be expected to have a Material Adverse Effect.
The Mine Construction Contractor Agreements set out in Schedule J constitute all of the contracts, agreements and arrangements required by the Seller and GAC to construct and build the Mine in accordance with the Development Plan.
The Disclosure Schedule sets forth the details of all inter-company debt between the Seller, Pershing and GAC and any of their other Affiliates.
The Seller enters into and performs this Agreement on its own account and not as trustee or a nominee of any other person.

D-1-3

EXHIBIT 4.1

SCHEDULE D-2

DISCLOSURE SCHEDULE

Schedule D-1 #5 and #6

·Approvals that are required to be obtained by the Seller, Pershing or GAC in connection with the execution and delivery or the performance by the Seller of the stream agreement or the transactions contemplated thereby.

Consents required under the amended and restated net smelter returns royalty agreement dated August 24, 2011 between Firstgold Corp and Battle Mountain Gold Exploration LLC, as amended and assigned; and
Consents and approvals required under any mining or mineral leases comprising a portion of the Mining Properties (“Leases”).

Schedule D-1 #14

·The name of any person that has an agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Mining Properties or the Minerals produced from the Mining Properties (other than as set forth under Leases).

See above Schedule D-1 #6.
The interest held by third parties, including Maverix Metals, in certain minerals in the E1/2 of Section 21, Township 27 North, Range 34 East, Pershing County (oil, gas and other hydrocarbons, geothermal resources, as well as limestone and the right to use the surface to develop the same—the limestone and related rights are owned by Maverix Metals pursuant to a deed dated June 29, 2018, recorded in the official records of Pershing County on August 1, 2018 as Document No. 495142).

Schedule D-1 #24

·Details regarding all inter-company debt between the Seller, Pershing and GAC and any of their other Affiliates.

As of April 4, 2019, Pershing owed $2,777,205.48 USD to the Seller.
As of April 4, 2019, GAC owed $50,249,977.20 USD to Pershing.

D-2-1

EXHIBIT 4.1

SCHEDULE E

REPRESENTATIONS AND WARRANTIES OF SANDSTORM

Sandstorm is a company duly incorporated and validly existing under the laws of the Province of British Columbia and is up to date in all material respects with filings required by law;
All requisite corporate acts and proceedings have been done and taken by Sandstorm, including obtaining all requisite board of directors’ approval, with respect to entering into this Agreement and performing its obligations hereunder;
Sandstorm has the requisite corporate power, capacity and authority to enter into this Agreement and to perform its obligations hereunder;
This Agreement and the exercise of its rights and performance of its obligations hereunder do not and will not (a) conflict with any agreement, mortgage, deed of trust, bond or other instrument to which Sandstorm is a party or which is binding on its assets, (b) conflict with its constating or constitutive documents, or (c) in any material respect, conflict with or violate any Applicable Law;
Sandstorm has obtained all Approvals required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby;
This Agreement has been duly and validly executed and delivered by it and constitutes a legal, valid and binding obligation of Sandstorm, enforceable against it in accordance with its terms (subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of creditors as well as to general principles of equity whether considered at law or in equity); and
Sandstorm has not suffered an Insolvency Event that is continuing and it is not now aware of any circumstance which, with notice or the passage of time, or both, would give rise to the foregoing.

E-1

EXHIBIT 4.1

SCHEDULE F

FORM OF ADVANCE REQUEST DRAW DOWN CERTIFICATE

* * *

OFFICERS’ CERTIFICATE

TO: SANDSTORM GOLD LTD.

FROM: AMERICAS SILVER CORPORATION AND GOLD ACQUISITION CORP.

This officers’ certificate is delivered pursuant to Section 3.4 of the Precious Metals Delivery and Purchase Agreement between Sandstorm Gold Ltd. and Americas Silver Corporation dated April 3, 2019 (the “Precious Metals Delivery and Purchase Agreement”). Unless otherwise defined herein, all capitalized terms have the meanings given to them in the Precious Metals Delivery and Purchase Agreement. The undersigned, [Name], and [Name], acting in our capacities, respectively of [Title] of Americas Silver Corporation (the “Seller”) and [Title] of Gold Acquisition Corp. (“GAC”) respectively, and not in any personal capacity, hereby certify to the best of our knowledge, information and belief, after having made due inquiry, that:

All of the representations and warranties made by the Seller pursuant to the Precious Metals Delivery and Purchase Agreement and the Seller Share Pledge Agreement are true and correct in all material respects as of the date of this certificate;
All of the representations and warranties made by GAC pursuant to the GAC Guarantee and the GAC Security Agreements are true and correct in all material respects as of the date of this certificate;
All of the representations and warranties made by Pershing pursuant to the Pershing Guarantee and the Pershing Share Pledge Agreement are true and correct in all material respects as of the date of this certificate;
All Approvals necessary for the construction and development of the Mine and to achieve commercial production, and the acquisition of any Project Assets, as contemplated by the Development Plan, have either been obtained and received by GAC and continue to be in place without challenge or appeal, to the extent reasonably considered necessary by the Board of Directors of the Seller given the current stage of development and construction of the Mine, or are expected to be obtained in the ordinary course of business by the time they are necessary;
If construction and development of the Mine has commenced as of the date of this officers’ certificate, then construction and development of the Mine is continuing as of such date or has been completed, in either case in accordance with the Development Plan;
The Project Costs remaining to be incurred by the Seller and GAC to achieve commercial operation of the Mine (based upon the Development Plan) do not exceed the aggregate of (x) the unspent or undrawn balance of the Advance Payment, (y) the Seller’s and GAC’s cash and cash equivalents committed for use to develop and construct the Mine, and (z) any binding third party funding commitments (including amounts available under the Convertible Debenture) available to the Seller and GAC on an unconditional basis, or conditional only to Sandstorm funding the Advance Payment or the amounts under the Convertible Debenture, or subject only to conditions that Sandstorm believes, acting reasonably will be satisfied by the Seller or GAC, as applicable.
There is no Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Event of Default) under the Precious Metals Delivery and Purchase Agreement; and
None of the Seller, Pershing or GAC is in breach or default of any of the terms or covenants set out in the Precious Metals Delivery and Purchase Agreement, the GAC Guarantee, the Pershing Guarantee or the other Security Agreements in any material respect.

DATEDas of the _____ day of __________, 20____.

AMERICAS SILVER CORPORATION
By:

| | Name: Title: |

GOLD ACQUISITION CORP.

| By: | |

| | Name: Title: |

F-1

EXHIBIT 4.1

SCHEDULE G

SAMPLE CALCULATIONS OF STREAM REPURCHASE PAYMENT

Stream Repurchase Price as at the date of this Agreement = 4,000 ounces of Refined Gold

Amount of Stream Purchase Payment if the Stream Purchase Option is exercised by the Seller with an effective date (as set out in the Stream Purchase Notice) that is six months after the date of this Agreement:

4,000 + (4,000 x 10% x 6/12) = 4,200 ounces of Refined Gold

Amount of Stream Repurchase Price if the Stream Repurchase Option is exercised by the Seller with an effective date (as set out in the Stream Repurchase Notice) that is one year after the date of this Agreement:

4,000 + (4,000 x 10%) = 4,400 ounces of Refined Gold

Amount of Stream Repurchase Payment if the Stream Repurchase Option is exercised by the Seller with an effective date (as set out in the Stream Repurchase Notice) that is thirteen months after the date of this Agreement:

4,000 + (4,000 x 10%) + (4,400 x 10% x 1/12) = 4,437 ounces of Refined Gold

G-1

EXHIBIT 4.1

SCHEDULE H

ROYALTIES ENCUMBERING MINING PROPERTIES

A. Amended And Restated Net Smelter Return Royalty Agreement dated August 24, 2011 (“Royalty Agreement”), by and between Firstgold Corp. (Firstgold), and Battle Mountain Gold Exploration LLC (Battle Mountain) affecting certain unpatented lode mining claims and millsite claims (“Property”), located in Pershing County Nevada as described in the Schedule A attached to the Memorandum of Amended and Restated Net Smelter Return Royalty Agreement recorded September 7, 2011 in the Official Records of Pershing County, Nevada, in Book 470, Page 882, and as Document No. 474521. RG Royalties, LLC (RGR) is the successor-in-interest to Battle Mountain, and Gold Acquisition Corp. (GAC) is the successor-in-interest to Firstgold, by assignment and amendment through:

·First Amendment to Amended and Restated Net Smelter Return Royalty Agreement dated February 13, 2013, by and between GAC and Royal Crescent Valley, Inc. (RCV), whereby, among other revisions, the Schedule A listing the claims subject to the Royalty Agreement was deleted in its entirety and replaced by a new Schedule A, recorded February 22, 2013 in the Official Records of Pershing County, Nevada, in Book 490, Page 880, and as Document No. 483920.

·Assignment of Royalty Interests (RCV) dated June 30, 2017, by and between RCV, assignor and RG Royalties, LLC, assignee, whereby RCV assigns various royalty interests to RGR, which includes the Royalty Agreement subject hereto. Recorded September 22, 2017 in the Official Records of Pershing County, Nevada Book 536 Page 924 - Document No. 499178.

Creates a 2% NSR Royalty in favor of RGR affecting (among others) the following 141 GAC owned unpatented claims located in Sections 16, 18 and 20, T27N R34E, MDM, Pershing County, Nevada:

LD BLM FILE	Claims	Loc Yr	Count

| NMC 902710 | RCL 60 – 63 lode claims; R 1 – 4 lode claims RC 1 – 57 millsite claims | 2005 2005 2005 | 4 4 57 |

| NMC 929649 | NGR 1 – 5 lode claims RM 1 – 63 millsite claims | 2006 2006 | 5 63 |

| NMC 1036653 | RCD 5 lode claim | 2011 | 1 |

| | Total GAC Relief Canyon Mine Project claims affected by RGR 2% NSR | | 141 |

B. Royalty Deed dated January 15, 2015, by and between Gold Acquisition Corp., as “Grantor,” and Newmont USA Limited, whereby Newmont** is a granted a 2% NSR Royalty on certain unpatented mining claims and fee lands (“Property”), as described by the Exhibit A attached thereto. Royalty Deed recorded January 15, 2015 in the Official Records of Pershing County, Nevada Book 511 Page 741 - Document No. 491198.

Property subject to Newmont 2% NSR Royalty under Royalty Deed dated January 15, 2015:

PART 1: 90 Unpatented Lode Mining Claims

90 unpatented claims located in Sections 9, 16, 18, and 20, T27N R34E, MDM, Pershing County, Nevada:

LD BLM FILE	Claims	Loc Yr	Count

| LD NMC 802798 | PF 63 - 109, 125 - 147, 152 - 155 | 1999 | 74 |

| LD NMC 947420 | NRC 1 - 5, 7 - 17 | 2007 | 16 |

| | Total GAC Relief Canyon Mine Project claims subject to Newmont 2% NSR | | 90 |

H-1

PART 2: 1,593.60 acres of Fee Land

T27N R34E, MDM, Pershing County, Nevada

Section 17: All (640 acres)

Section 19: All - Lots 1-4, E1/2W/12, E1/2 (633.60)

Section 21: W1/2 (320.00)

Note: These Fee Lands (other than the surface of Section 19) are Owned by New Nevada Resources, LLC (NNR) and New Nevada Lands, LLC (NNL)and leased by GAC under NNR/NNL Mining Lease No. 500135 dated 1/6/2015 – see Section C below for additional NSR Royalty affecting these fee lands)

**Maverix Metals will acquire Newmont’s 2% NSR royalty interest under this royalty deed.

C. Mining Lease dated effective January 6, 2015, by and between NNR and NNL, as successors-in-interest of Nevada Land and Resource Company, LLC., collectively “Owner,” and GAC as “Lessee.” Memorandum of Mining Lease recorded in Pershing County, Nevada, on January 15, 2015, in Book 511 of Official Records, Page 723, and as Document No. 491195.

Reserves a 2.5% NSR Royalty to NNR/NNL on Leased Premises:

T27N R34E, MDM, Pershing County, Nevada

Section 17: All (640 acres)

Section 19: All - Lots 1-4, E1/2W/12, E1/2 (633.60)

Section 21: W1/2 (320.00)

Note: These Fee Lands also subject to the 2% NSR Royalty in favor of Newmont** pursuant to Royalty Deed dated January 15, 2015 – see Section B above. Therefore, a total 4.5% NSR.

Fee Minerals* owned by Pershing – 320 acres

*(excludes O&G, geothermal, limestone).

Mineral right acquired by Deed dated August 27, 2018, recorded in Pershing County, Nevada, on September 10, 2018, as Document No. 503103. Note: The Deed expressly excludes limestone interest conveyed to Maverix Metals by deed dated June 29, 2018, recorded in Pershing County, Nevada, on August 1, 2018, as Document No. 495142.

T27N R34E, MDM, Pershing County, Nevada

Section 21: E1/2 (320 acres)

2.125% NSR reserved to New Nevada Resources in Mineral Rights Deed With Royalty Reservation dated June 1, 2016, recorded in Pershing County, Nevada, on June 3, 2016, as Document No. 495142.

H-2

SCHEDULE I

INTER-CREDITOR PRINCIPLES

This is intended to set out general core principles for an intercreditor agreement, where Sandstorm has been granted the Sandstorm Security in support of the obligations of the Seller under this Agreement, and lenders to the Seller or its Affiliates (the “Lenders”) advancing funds to the Seller or its Affiliates as a loan under a definitive agreement (the “Credit Agreement”) have security in the Project Assets (the “Loan Security”) to support the loan obligations.

Definitions.

For the purposes of this Schedule:

“Event of Default” means (i) an “Event of Default” under this Agreement or (ii) a default, event of default or similar event under the Credit Agreement.

“Loan Documents” means the Credit Agreement and all other agreements and instruments creating the Loan Security.

Consent. Sandstorm shall consent to the granting and existence of the Debt under the Credit Agreement and the security in the Collateral under the Loan Security. The Lenders shall consent to the existence of the obligations under the Purchase Agreement and the security in the Collateral under the Sandstorm Security.
Notice. Sandstorm and the Lenders agree to give each other notice in a manner to be agreed prior to commencing any enforcement action.
Standstill. The Lenders and Sandstorm will mutually agree on an appropriate standstill period and corresponding terms pertaining to each party’s entitlement to exercise rights and remedies in respect of the Collateral and to take or commence any enforcement or insolvency action following the occurrence of an Event of Default or an event of default (or similar event) under the Credit Agreement.
Sale. If Sandstorm has not terminated this Agreement: (a) to the extent that the Lenders foreclose on all or any material part of the Project Assets, the Lenders shall be bound by and subject to the terms of this Agreement and shall ensure that the sale, transfer or disposition of the Collateral complies with the transfer provisions under this Agreement; (b) the Lenders undertake that they will not request, approve, support consent to or vote in favour of (and shall be deemed to have voted to reject) any plan, arrangement, liquidation, reorganization, proposal, compromise or similar arrangement (an “Insolvency Plan”) pursuant to or relating to any proceeding arising from an insolvency event with respect to Pershing, GAC or Seller that involves (i) a sale, disposition or transfer of all or any material part of the Project Assets to a transferee, unless such Insolvency Plan requires that any such transferee agrees in writing in favour of Sandstorm to be bound by and subject to the terms of this Agreement (or amended or replacement agreement which preserves the economic benefits and position of Sandstorm under this Agreement, including re-granting of the Sandstorm Security (a “Replacement Agreement”)), to the extent that it takes possession of all or any material part of the Project Assets, or (ii) a restructuring or rearrangement of some or all of the obligations of Pershing or GAC (including a sale, disposition or other transfer of the shares of Pershing, GAC or Seller) where all or any material part of the Project Assets continue to be the property of Pershing, GAC or Seller, unless such arrangement preserves the material rights of Sandstorm under this Agreement or a Replacement Agreement, including by way of the survival of this Agreement.

I-1

Priority and Application.

a) Irrespective of order of registration or perfection, or priorities granted pursuant to Applicable Laws, the following priorities shall apply as between the Sandstorm Security and the Loan Security:

i) The Loan Security shall have priority over the Sandstorm Security with respect to the Collateral; and

ii) The Sandstorm Security shall rank (in second place) immediately subordinate to the Loan Security with respect to the Collateral;

b) if a sale or disposition of applicable Collateral occurs after the occurrence of an Event of Default, then the net proceeds of such sale or disposition shall be applied in accordance with the priorities set out above (irrespective of order of registration or perfection, or priorities granted pursuant to applicable laws).

Parties Actions. Sandstorm shall be entitled to amend this Agreement and the Sandstorm Security, and the Lenders shall be entitled to amend the Credit Agreement and the Loan Security, in their respective sole discretion without the consent of the other.
Governing Law. [TBD].

I-2

SCHEDULE J

MINE CONSTRUCTION CONTRACTOR AGREEMENTS

***

The Mine Construction Contractor Agreements shall include agreements or other arrangements relating to among others:

a. Engineering, procurement and construction (EPCM)

b. Mining

c. Leach pad construction

d. Engineering, supply and installation of conveyor system

e. Supply of jaw crusher and feed system

f. Electrical installation

g. Communications (cell coverage) upgrade

h. Mechanical work including (piping, welding, etc.)

i. Supply and installation of propane storage and distribution system

j. Supply and installation of cyanide storage and distribution system

k. Supply and installation of cement storage and dosing system

l. Supply and installation of liner systems for leach pad and ponds

m. Supply and installation of ADR equipment

n. Supply and installation of water tank

o. Geotechnical work (crusher wall, water tank, propane tank)

p. Septic system

q. Fuel supply

r. Ammonium Nitrate supply

s. Cyanide supply

J-1

usas_ex42.htm EXHIBIT 4.2

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT is dated as of the 26th of February, 2023.

BETWEEN:

SANDSTORM GOLD LTD., a company existing under the laws of the Province of British Columbia,

("Sandstorm")

AND:

AMERICAS GOLD AND SILVER CORPORATION, a company existing under the federal laws of Canada,

(the "Seller")

RECITALS:

A.	The Seller and Sandstorm are parties to a Precious Metals Delivery and Purchase Agreement dated as of April 3, 2019 (the "Purchase Agreement").
B.	The Seller and Sandstorm have agreed to amend the Purchase Agreement, on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties hereto agree as follows:

1.	Definitions
1.1	Capitalized terms used but not defined in this Amendment Agreement have the same meanings as set out in the Purchase Agreement, unless otherwise specified in this Amendment Agreement.
2.	Effective Date
2.1	The rights and obligations of the parties under this Amendment Agreement shall commence and become effective on January 1, 2023.
3.	Additional Advance Payment
3.1	Sandstorm agrees that the Seller has the right to increase the Advance Payment by an additional amount of up to US$1 l,000,O00 in cash (collectively, the "Additional Advance Payment"), payable by Sandstorm to the Seller in accordance with Sections 3.2-3.5 of this Amendment Agreement.

1

3.2	For each calendar quarter during the 12-month period commencing on January 1, 2023 (each, a "Calendar Quarter"), the Seller shall have the right, upon written notice to Sandstorm, to require Sandstonn to provide part of the Additional Advance Payment to it in an amount up to US$2,750,000 per Calendar Quarter (each, a "Quarterly Advance Payment"), to an aggregate maximum ofUS$1l,OOO,OOO over the four Calendar Quarters of2023;
3.3	For each Calendar Quarter, the Seller may give written notice to Sandstorm no later than 30 days prior to the end of the Calendar Quarter to require it to provide a Quarterly Advance Payment to the Seller (each, a "Seller Notice"). The Seller Notice shall include wire transfer instructions for the payment of the Quarterly Advance Payment. If the Seller fails to deliver a Seller Notice by the 30th day prior to the end of a Calendar Quarter, it will no longer have the right to request payment of a Quarterly Advance Payment for such Calendar Quarter. For the avoidance of doubt, the last day that the Seller may deliver a Seller Notice to Sandstorm under this Article 3 in respect of the last Calendar Quarter of 2023 is December 1, 2023.
3.4	Upon receipt of a Seller Notice, Sandstorm shall pay the Quarterly Advance Payment to the Seller within five (5) Business Day of the date of delivery of the Seller Notice in question.
3.5	The payment of each Quarterly Advance Payment by Sandstorm to the Seller is conditional upon the satisfaction of the following conditions precedent:

(a)	no Event of Default (or event which with notice or lapse of time or both would become an Event of Default) has occurred and is continuing as of the payment date; and
(b)	the Seller is not in breach or default of its obligations under the Term Promissory Note dated December 15, 2020 issued by it to Sandstorm, as amended on May 24, 2022, as of the payment date.

The foregoing conditions precedent are for the exclusive benefit of Sandstorm and may only be waived by Sandstorm in its sole discretion.

3.6

Any portion of the Additional Advance Payment paid by Sandstorm to the Seller under this Amendment Agreement shall constitute part of the Advance Payment under the Purchase Agreement. Upon each such payment, the Advance Payment shall be deemed to be revised to include any amount of the Additional Advance Payment so paid, and the Uncredited Balance shall be increased by the same amount as the Additional Advance Payment so paid.

2

4.	Amendments to the Fixed Deliveries
4.1	The Purchase Agreement is amended as follows, effective concurrently upon the payment of the first Quarterly Advance Payment by Sandstorm to the Seller under Section 3.4 of this Amendment Agreement:

(a)	In the defined term "Fixed Delivery Period" in Section 1.1 of the Purchase Agreement, the reference to "66 months" is deleted and replaced with "78 months".
(b)	In the last sentence of Section 2.3(a) of the Purchase Agreement, the reference to "six (6) months" is deleted and replaced with "18 months".
(c)	The following sub-paragraph is added to Schedule C of the Purchase Agreement after sub-paragraph (ii):
	"(iii) Months 67 - 78: 596 ounces of Refined Gold per calendar month for each of the 12 calendar months following the period set out in (ii) above, deliverable on or before the last day of each calendar month during that period; noting no quantity of Refined Gold will be delivered for each Calendar Quarter that the Seller does not deliver a Seller Notice to Sandstorm and a Quarterly Advance Payment is not paid to the Seller."

5.	Representations and Warranties
5.1	Each Party represents and warrants to and in favour of the other Party as follows, and acknowledges and agrees that the other Party is entering into this Amendment Agreement on the basis of such representations and warranties: (a) it is duly incorporated and validly existing under the laws of its governing jurisdiction; (b) it has the corporate power, capacity and authority to execute, deliver and perform this Amendment Agreement and the execution, delivery and performance of this Amendment Agreement by it has been duly authorized by all required corporate action; (c) this Amendment Agreement has been duly executed and delivered by its authorized representatives; (d) this Amendment Agreement represents a valid and binding obligation of it, duly enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally; and (e) it has not has suffered an Insolvency Event that is continuing, or is aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event.
6.	General
6.1	From and after the date of this Amendment Agreement, any reference to "this Agreement" in the Purchase Agreement and any reference to the Purchase Agreement in any other agreement, document or instrument shall mean the Purchase Agreement as amended by this Amendment Agreement.
6.2	Except as otherwise amended by this Amendment Agreement, the provisions of the Purchase Agreement continue in full force and effect and are hereby confirmed.
6.3	This Amendment Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws).

3

6.4

This Amendment Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Amendment Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the Parties, express or implied, in connection with the subject matter of this Amendment Agreement except as specifically set out in this Amendment Agreement.

6.5

Notwithstanding Section 13.6 of the Purchase Agreement, each Party shall be responsible for its own costs and expenses incurred with respect to the negotiation of this Amendment Agreement and the transactions contemplated herein.

6.6

This Amendment Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment Agreement by electronic email in PDF format shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

[signature **** page follows]

4

IN WITNESS WHEREOF the parties hereto have executed this Amendment Agreement as of the date first above written.

SANDSTORM GOLD LTD.
By:

	Authorized Signatory
By:

| | Authorized Signatory |

5

usas_ex43.htm EXHIBIT 4.3

SECOND AMENDMENT AGREEMENT

THIS SECOND AMENDMENT AGREEMENT is dated as of the 21 day of March, 2024.

BETWEEN:

SANDSTORM GOLD LTD., a company existing under the laws of the Province of British Columbia,

("Sandstorm")

AND:

AMERICAS GOLD AND SILVER CORPORATION, a company existing under the federal laws of Canada,

(the "Seller")

RECITALS:

A.	The Seller and Sandstorm are parties to a Precious Metals Delivery and Purchase Agreement dated as of April 3, 2019, as amended by an Amendment Agreement dated February 26, 2023 (collectively, the "Purchase Agreement").
B.	The Seller and Sandstorm have agreed to amend the Purchase Agreement, on the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties hereto agree as follows:

1.	Definitions
1.1	Capitalized terms used but not defined in this Second Amendment Agreement have the same meanings as set out in the Purchase Agreement, unless otherwise specified in this Second Amendment Agreement.
2.	Effective Date
2.1	The rights and obligations of the parties under this Second Amendment Agreement shall commence and become effective on January 1, 2024.
3.	Additional Advance Payment
3.1	Sandstorm agrees that the Seller has the right to increase the Advance Payment by an additional amount of up to US$6,500,000 in cash (collectively, the "Additional Advance Payment"), payable by Sandstorm to the Seller in accordance with Sections 3.2-3.5 of this Second Amendment Agreement.

1

3.2	For each of the calendar quarters ending March 31, 2024 and June 30, 2024 (the "Calendar Quarters" and each, a "Calendar Quarter"), the Seller shall have the right, upon written notice to Sandstorm, to require Sandstorm to provide part of the Additional Advance Payment to it in an amount up to US$3,250,000 per Calendar Quarter (each, a "Quarterly Advance Payment"), to an aggregate maximum of US$6,500,000 over the Calendar Quarters.
3.3	For each Calendar Quarter, the Seller may give written notice to Sandstorm no later than 15 days prior to the end of the Calendar Quarter to require it to provide a Quarterly Advance Payment to the Seller (each, a "Seller Notice"). The Seller Notice shall include wire transfer instructions for the payment of the Quarterly Advance Payment. If the Seller fails to deliver a Seller Notice by the 15th day prior to the end of a Calendar Quarter, it will no longer have the right to request payment of a Quarterly Advance Payment for such Calendar Quarter.
3.4	Upon receipt of a Seller Notice, Sandstorm shall pay the Quarterly Advance Payment to the Seller within 15 days of the date of delivery of the Seller Notice in question.
3.5	The payment of each Quarterly Advance Payment by Sandstorm to the Seller is conditional upon the satisfaction of the following conditions precedent:

(a)	no Event of Default (or event which with notice or lapse of time or both would become an Event of Default) has occurred and is continuing as of the payment date; and
(b)	the Seller is not in breach or default of its obligations under:

(i)	the Term Promissory Note dated March 31, 2023 issued by it to Sandstorm as of the payment date; and
(ii)	the Tenn Promissory Note dated December 27, 2023 issued by it to Sandstorm as of the payment date.

The foregoing conditions precedent are for the exclusive benefit of Sandstorm and may only be waived by Sandstorm in its sole discretion.

3.6

Any portion of the Additional Advance Payment paid by Sandstorm to the Seller under this Second Amendment Agreement shall constitute part of the Advance Payment under the Purchase Agreement. Upon each such payment, the Advance Payment shall be deemed to be revised to include any amount of the Additional Advance Payment so paid, and the Uncredited Balance shall be increased by the same amount as the Additional Advance Payment so paid.

2

4.	Amendments to the Fixed Deliveries
4.1	The Purchase Agreement is amended as follows, effective concurrently upon the payment of the first Quarterly Advance Payment by Sandstorm to the Seller under Section 3.4 of this Second Amendment Agreement:

(a)	In the defined term "Fixed Delivery Period" in Section 1.1 of the Purchase Agreement, the reference to "78 months" is deleted and replaced with "84 months".
(b)	In the last sentence of Section 2.3(a) of the Purchase Agreement, the reference to "18 months" is deleted and replaced with "24 months".
(c)	The following sub-paragraph is added to Schedule C of the Purchase Agreement after sub-paragraph (iii):
	"(iv) Months 79- 84: 612 ounces of Refined Gold per calendar month for each of the six (6) calendar months following the period set out in (iii) above, deliverable on or before the last day of each calendar month during that period; noting no quantity of Refined Gold will be delivered for each Calendar Quarter that the Seller does not deliver a Seller Notice to Sandstorm and a Quarterly Advance Payment is not paid to the Seller."

5.	Representations and Warranties
5.1	Each Party represents and warrants to and in favour of the other Party as follows, and acknowledges and agrees that the other Party is entering into this Second Amendment Agreement on the basis of such representations and warranties: (a) it is duly incorporated and validly existing under the laws of its governing jurisdiction; (b) it has the corporate power, capacity and authority to execute, deliver and perform this Second Amendment Agreement and the execution, delivery and performance of this Second Amendment Agreement by it has been duly authorized by all required corporate action; (c) this Second Amendment Agreement has been duly executed and delivered by its authorized representatives; (d) this Second Amendment Agreement represents a valid and binding obligation of it, duly enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally; and (e) it has not has suffered an Insolvency Event that is continuing, or is aware of any circumstance which, with notice or the passage of time, or both, would give rise to an Insolvency Event.
6.	General
6.1	From and after the date of this Second Amendment Agreement, any reference to "this Agreement" in the Purchase Agreement and any reference to the Purchase Agreement in any other agreement, document or instrument shall mean the Purchase Agreement as amended by this Second Amendment Agreement.
6.2	Except as otherwise amended by this Second Amendment Agreement, the provisions of the Purchase Agreement continue in full force and effect and are hereby confinned.
6.3	This Second Amendment Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws).

3

6.4

This Second Amendment Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Second Amendment Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no representations, warranties or other agreements between the Parties, express or implied, in connection with the subject matter of this Second Amendment Agreement except as specifically set out in this Second Amendment Agreement.

6.5

Notwithstanding Section 13.6 of the Purchase Agreement, each Party shall be responsible for its own costs and expenses incurred with respect to the negotiation of this Second Amendment Agreement and the transactions contemplated herein.

6.6

This Second Amendment Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Amendment Agreement by electronic email in PDF format shall be effective as delivery of a manually executed counterpart of this Second Amendment Agreement.

[signature page follows]

4

IN WITNESS WHEREOF the parties hereto have executed this Second Amendment Agreement as of the date first above written.

SANDSTORM GOLD LTD.
Authorized Signatory
AMERICAS GOLD AND SILVER CORPORATION
Authorized Signatory

5

usas_ex44.htm EXHIBIT 4.4

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 29, 2021.

FOURTH AMENDED AND RESTATED CONVERTIBLE DEBENTURE AMERICAS GOLD AND SILVER CORPORATION

December 15, 2023

i

TABLE OF CONTENTS

ARTICLE I INTERPRETATION	2
ARTICLE II PROMISE TO PAY	13
ARTICLE III INTEREST	18
ARTICLE IV RANK AND SECURITY	19
ARTICLE V CONVERSION OF DEBENTURE	20
ARTICLE VI REPRESENTATIONS AND WARRANTIES	25
ARTICLE VII DEFAULT	31
ARTICLE VIII WAIVER	33
ARTICLE IX OTHER RIGHTS OF THE LENDER	33
ARTICLE X THE AGENT AND THE LENDERS	33
ARTICLE XI MISCELLANEOUS	42
ARTICLE XII NOTICE	44
SCHEDULE “A”
SCHEDULE “A” – CONVERSION FORM	A-1
SCHEDULE “B” – SAMPLE CALCULATIONS	B-1
SCHEDULE “C” – RETRACTION NOTICE	C-1
SCHEDULE “D” – ELECTION NOTICE	D-1
SCHEDULE “E” – QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES	E-1

ii

Principal Amount CDN$12,000,000

Lender: Mark Shoom (the “Lender”)

Registered Account: Registered in the name of RBC Dominion Securities Inc ITF Mark

Shoom A/C 5990666512 P.O. Box 50 - Royal Bank Plaza Toronto Ontario M5J 2W7 (the “Registered Account”)

FOURTH AMENDED AND RESTATED CONVERTIBLE DEBENTURE

AMERICAS GOLD AND SILVER CORPORATION

WHEREAS the Corporation (as hereinafter defined) issued a convertible debenture on April 28, 2021 (the “Original Debenture”) in the principal amount of CDN$10,000,000 to the Lender as part of a private placement of a series of secured convertible debentures, in an aggregate principal amount of CDN$12,500,000 offered by the Corporation (the “Original Series of Debentures”);

AND WHEREAS the Corporation amended and restated the terms of the Original Debenture pursuant to an amended and restated convertible debenture issued on November 26, 2021 (the “First Amended and Restated Debenture”) in the principal amount of CDN$15,000,000 to the Lender, and amended the other debentures issued in the Original Series of Debentures so that the aggregate principal amount of all such debentures was CDN$18,750,000 (the “First Amended and Restated Series of Debentures”);

AND WHEREAS the Corporation amended and restated the terms of the First Amended and Restated Debenture pursuant to an amended and restated convertible debenture issued on October 20, 2022 (the “Second Amended and Restated Debenture”) in the principal amount of CDN$15,200,000 to the Lender, and amended the other debentures issued in the First Amended and Restated Series of Debentures so that the aggregate principal amount of all such debentures was CDN$19,000,000 (the “Second Amended and Restated Series of Debentures”);

AND WHEREAS the Corporation amended and restated the terms of the Second Amended and Restated Debenture pursuant to an amended and restated convertible debenture issued June 21, 2023 (the “Third Amended and Restated Debenture”) in the principal amount of CDN$13,040,000 to the Lender, amended the other debentures issued in the Second Amended and Restated Series of Debentures and issued two additional debentures to the Additional Lenders so that the aggregate principal amount of all such debentures was CDN$24,300,000 (such Second Amended and Restated Series of Debentures as amended is hereinafter referred to as the “Series of Debentures”);

AND WHEREAS the Corporation amended and restated the terms of the debentures under the Series of Debentures held by the Additional Lenders pursuant to amended and restated convertible debentures issued October 30, 2023, in the aggregate principal amount of CDN$10,000,000 (the “Delbrook Principal Amount”) such that the aggregate principal amount of all debentures under the Series of Debentures was CDN$26,300,000 (exclusive of amounts noted as retracted below);

AND WHEREAS pursuant to retraction notices issued by the Original Lenders under the Series of Debentures, the principal amount of the Series of Debentures was reduced by CDN$1,300,000, such that the aggregate principal amount outstanding under the Series of Debentures as of the date hereof is CDN$15,000,000, and the principal amount outstanding under the Third Amended and Restated Debenture as of the date hereof is CDN$12,000,000;

1

AND WHEREAS the Corporation, the Lender and the other parties to the Third Amended and Restated Debenture wish to amend and restate the terms of the Third Amended and Restated Debenture as set out in this Fourth Amended and Restated Convertible Debenture, and to amend the other debentures in the Series of Debentures held by the Original Lenders, all on the same terms as set out in this Debenture, to align the conversion and retraction provisions with the debentures held by the Additional Lenders, and add certain provisions requested by the TSX regarding the Original Lenders acting jointly or in concert;

NOW THEREFORE, the Corporation, the Additional Lenders, the Original Lenders and the other parties hereto hereby agree to amend and restate the terms of the Third Amended and Restated Debenture and issue this Debenture on the following terms:

ARTICLE I

INTERPRETATION

1.1 Definitions. In this Debenture, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings:

(a) “Additional Lenders” means each of Delbrook Resource Opportunities Fund and Delbrook Resource Opportunities Master Fund LP, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(b) “Affiliate” means, in relation to any Person, any other Person controlling, controlled by, or under common control with such first mentioned Person;

(d) “AML Legislation” has the meaning ascribed to that term in Section 11.11 hereof;

(e) “Anti-Bribery Laws” means the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States), and any other anti- bribery, anti-corruption or conflict of interest statute, rule, regulation, order, decree or other law applicable to the Corporation;

(f) “Anti-Terrorism Laws” has the meaning ascribed to that term in Section 6.1(jj) hereof;

(g) “Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law (including, without limitation, Anti-Bribery Laws), regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a Person or any of its properties, assets, business or operations;

2

(h) “Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Provinces of British Columbia or Ontario;

(i) “Change of Control” means, (A) the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any person or group of other persons acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Corporation, measured by voting power rather than number of shares; or (ii) acquires control of the Corporation; provided that, in all cases, a Change of Control shall not include any transaction where a majority of the management of the Corporation prior to the transaction remains in control of management after the transaction and a majority of board members of the Corporation prior to the transaction remain on the board after the transaction; or

(B) the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any other person or group of other persons (other than the Person who, as of the Closing Date, own all of the issued and outstanding shares in the capital of such company) acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of a Guarantor, U.S. Silver & Gold Inc., U.S. Silver Corporation, U.S. Silver – Idaho, Inc., Pershing Gold Corporation, Gold Acquisition Corp., Pershing Royalty Company, Blackjack Gold Corp., Minera Cosalá S.A de C.V., Scorpio Holding One Limited or Scorpio Holding Two Limited measured by voting power rather than number of shares; or

(ii) acquires control of a Guarantor, U.S. Silver & Gold Inc., U.S. Silver Corporation, U.S. Silver – Idaho, Inc., Pershing Gold Corporation, Gold Acquisition Corp., Pershing Royalty Company, Blackjack Gold Corp., Minera Cosalá S.A de C.V., Scorpio Holding One Limited or Scorpio Holding Two Limited;

(j) “Claim” means any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees;

(k) “Closing Date” means the date of this Debenture;

(l) “Collateral” means the Guarantor Share Collateral and any other assets that may be hereafter pledged as security for any guarantee of the obligations of the Corporation hereunder;

(m) “Common Shares” means freely trading common shares of the Corporation as such shares are constituted on the date hereof;

3

(n) “control” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a Person, whether by ownership of securities, by contract or otherwise; and “controls”, “controlling”, “controlled by” and “under common control with” have corresponding meanings;

(o) “Conversion” has the meaning ascribed to that term in Section 5.1 hereof;

(p) “Conversion Amount” has the meaning ascribed to that term in Section 5.1 hereof;

(q) “Conversion Notice” has the meaning ascribed to that term in Section 5.1 hereof;

(r) “Conversion Price” means CDN $0.80, subject to adjustment in accordance with Section 5.3;

(s) “Corporation” means Americas Gold and Silver Corporation, a corporation existing under the federal laws of Canada, and its successors and permitted assigns;

(t) “Cosalá Operations” has the meaning ascribed to that term in Section 2.4(t) hereof;

(u) “this Debenture”, the “Debenture”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this fourth amended and restated convertible, secured debenture and any debenture, deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof; the “Debenture” means this Debenture;

(v) “Debenture Shares” means the Common Shares issuable upon the Conversion of the Debenture;

(w) “Debt” means, with respect to any Person, without duplication:

(i) an obligation in respect of borrowed money or for the deferred purchase price of assets, property or services (including an obligation arising from conditional sales or other title retention agreements but excluding trade accounts payable arising in the ordinary course of business) or an obligation that is evidenced by a note, bond, debenture or any other similar instrument;

(ii) an obligation under a capital lease, including liabilities in respect of capital leases incurred by such Person in connection with sale/leaseback transactions;

(iii) a reimbursement obligation or other obligation (contingent or otherwise) in connection with a bond, bankers’ acceptance or any similar instrument, or letter of credit or letter of guarantee issued by or for the account of such Person;

4

(iv) a contingent obligation to the extent that the primary obligation so guaranteed would be classified as “Debt” (within the meaning of this definition) of the primary obligor;

(v) the aggregate amount at which any shares in the capital of such Person are redeemable or retractable at the option of the holder of such shares for cash or obligations constituting Debt or any combination thereof, but only to the extent that any conditions precedent (other than the providing of notice) to such option of the holder being exercisable have been satisfied; or

(vi) purchase money obligations of such Person;

(x) “Delbrook Principal Amount” has the meaning ascribed to that term on page one hereof;

(y) “Election Notice” means the form attached hereto as Schedule “D”;

(z) “Encumbrance” means any mortgage, deed of trust, pledge, lien, assignment by way of security, charge, collateral right, option, right of first refusal, right of first option, royalty (to the extent constituting an interest in real property), security interest, trust arrangement in the nature of a security interest, conditional sale or other title retention agreement, equipment trust, lease financing including by way of sale and lease-back, hypothec, levy, execution, seizure, attachment, garnishment, preferential right or adverse claim constituting an interest in property, or any other encumbrance of any nature and kind;

(aa) “Environment” means the system of natural and artificial or man induced elements such as air (including air in buildings, natural or made-made structures below or above ground), water (including water under or within land or in drains and sewers and coastal and inland waters and water bodies or recipient bodies) and land (including soil whether at or below surface) wetland, sediment, soil or subsurface strata, and natural resources and the environment as defined in any Environmental Laws;

(bb) “Environmental Laws” means all Applicable Laws relating to the protection of the Environment, including air, soil, surface water, ground water, forest, flora, wildlife, or to public health and safety, and includes those Environmental Laws that regulate, ascribe, provide for or processing, distribution, transport, handling, storage, removal, treatment, disposal, emission, pertain to liabilities or obligations in relation to the existence, use, production, manufacture, construction, alteration, use or operation, demolition or decommissioning of any facilities, discharge, migration, seepage, leakage, spillage or release of Hazardous Substances or the mining projects, or other real or personal property;

(cc) “Events of Default” has the meaning ascribed to that term in Section 7.1 hereof, and “Event of Default” means any one of such events;

5

(dd) “Excluded Taxes” means Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case, imposed as a result of the Agent or the Lenders being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing the Tax (or any political subdivision of the jurisdiction);

(ee) “First Additional Advance” means the advance of the First Additional Principal Amount by the Lender to the Corporation pursuant to the terms of the First Amended and Restated Debenture;

(ff) “First Additional Principal Amount” means the amount advanced by the Lender to the Corporation under the First Amended and Restated Debenture;

(gg) “First Amended and Restated Debenture” has the meaning ascribed to that term on page one hereof;

(hh) “First Amended and Restated Series of Debentures” has the meaning ascribed to that term on page one hereof;

(ii) “Foreign Official” has the meaning ascribed to that term in Section 6.1(kk) hereof;

(jj) “Governmental Authority” means any federal, state, provincial, territorial or local government, agency, department, ministry, authority, tribunal, commission, official, court or securities commission;

(kk) “Guarantee” has the meaning ascribed to that term in Section 4.2(a)(i) hereof; (ll) “Guaranteed Obligations” has the meaning ascribed to that term in Section

4.2(a)(i) hereof;

(mm) “Guarantor Share Collateral” has the meaning ascribed to that term in Section 4.2(a)(ii) hereof, together with any other share capital or other equity ownership interests subject to any Guarantor Share Pledge Agreement;

(nn) “Guarantor Share Pledge Agreement” has the meaning ascribed to that term in Section 4.2(a)(ii) hereof, together with any other security over share capital or other equity ownership interests granted by any Guarantor;

(oo) “Guarantors” shall mean United States Silver, Inc., Scorpio Holding One Limited, Mr. Warren Varga and any Person who grants a guarantee to the Agent of the obligations of the Corporation hereunder, together with their respective successors and assigns, and “Guarantor” shall mean any one of them. At the Closing Date, United States Silver, Inc. and Scorpio Holding One Limited shall be the only Guarantors;

6

(pp) “Hazardous Substance” means any waste, substance or material whether in a solid, liquid or gaseous form or any constituent thereof that is of a corrosive, reactive, explosive, toxic, flammable or biologically infections nature, or is capable of causing harm to or has a deleterious effect on the Environment or human health or that has been mixed with substances or materials with such characteristics which causes or is capable of causing harm to or has a deleterious effect on the Environment or human health or any other substances currently regulated or defined as hazardous or harmful in any Environmental Laws, including those listed or characterized as “hazardous” under Mexican Official Norms NOM-052- SEMARNAT-2005, and NOM-053- SEMARNAT-1993, Mexico’s Ley General

para la Prevention Integral de los Residuos and its Regulations (Reglamento de la Ley General para la Prevention Integral de los Residuos);

(qq) “Hold Period” means the period commencing with date of the Original Advance and continuing for four (4) months;

(rr) “Indebtedness” has the meaning ascribed to that term in Section 2.1 hereof;

(ss) “Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Corporation or any Guarantor under this Debenture or under any of the Security Documents;

(tt) “Insolvency Law” shall mean, to the extent applicable

(i) the Bankruptcy and Insolvency Act (Canada);

(ii) the Companies’ Creditors Arrangement Act (Canada);

(iii) the Winding-up and Restructuring Act (Canada);

(iv) the United States Bankruptcy Code; or

(v) any applicable similar federal, provincial, state, local or foreign bankruptcy or insolvency law,

in each case as now constituted or hereafter amended or enacted;

(uu) “Intercreditor Agreement” means the intercreditor agreement (as may be further amended, restated, amended and restated, supplemented, replaced, or otherwise modified from time to time, between the Agent, the Original Lenders and the Additional Lenders dated as of June 21, 2023;

(vv) “Lender” means any of Mark Shoom, Stephen Rider, or the Additional Lenders, as identified on page one hereof, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

7

(ww) “Lender’s Portion” means, for any of the Lenders, the proportion of the Principal Amount (as defined in the debenture issued under the Series of Debentures to such of the Lenders) advanced by such Lender to the aggregate of all Principal Amounts (as defined in each of the debentures issued under the Series of Debentures) advanced under all debentures issued under the Series of Debentures;

(xx) “Lenders” means each of Mark Shoom, Stephen Rider, and the Additional Lenders, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(yy) “Material Adverse Effect” means any event, occurrence, change or effect that, when taken together with all other events, occurrences, changes or effects, would or would reasonably be expected to materially limit, restrict or impair the ability of the Corporation or any Guarantor to perform its obligations under any of the Transaction Documents;

(zz) “Maturity Date” means October 1, 2024 (having been extended from July 1, 2024), subject to extension pursuant to Section 2.5;

(aaa) “Mining Properties” means all right, title and interest of the Corporation or any of its Affiliates in any patented claims, fee lands, mineral or mining leases or licenses, subsurface rights, extra-lateral rights, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned, leased or subleased, easements, rights-of-way, access rights, surface rights and surface use agreements and any other right, title or interest to use the surface estate;

(bbb) “OFAC” has the meaning ascribed to that term in Section 6.1(ll) hereof;

(ccc) “Original Advance” means the advance of the Original Principal Amount by the Lender to the Corporation pursuant to the terms of the Original Debenture;

(ddd) “Original Closing Date” means April 28, 2021;

(eee) “Original Debenture” has the meaning ascribed to that term on page one hereof;

(fff) “Original Lenders” means each of Mark Shoom and Stephen Rider, together with

their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(ggg) “Original Principal Amount” means the amount advanced by the Lender to the Corporation under the Original Debenture;

(hhh) “Original Series of Debentures” has the meaning ascribed to that term on page one hereof;

8

(iii) “PATRIOT Act” means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Title III of Pub. L. 107-56 (signed into law October 26, 2011));

(jjj) “Permitted Debt” means:

(i) normal day to day trade credit arrangements;

(ii) Debt incurred in the ordinary course of business in respect of amounts due or accruing due to Governmental Authorities;

(iii) Debt existing on the Closing Date, including any extension, amendment or refinancing of such Debt;

(iv) Debt postponed and subordinated to the obligations of the Corporation and the Guarantors under the Transaction Documents on such terms and conditions satisfactory to the Agent, acting reasonably;

(v) obligations relating to bonds, letters of credit and other forms of surety issued or granted by, or for the benefit of, Minera Cosalá S.A de C.V. securing reclamation obligations in respect of the Cosalá Operations; and

(vi) Debt relating to financing arrangements for insurance premiums and worker’s compensation obligations of the Corporation and its Affiliates consistent with the past practice of the Corporation provided that such Debt does not exceed $2,000,000 in the aggregate at any time;

(kkk) “Permitted Encumbrances” means any Encumbrance constituted by the following:

(i) inchoate or statutory liens for Taxes, assessments, rents or charges and other statutory liens for payments not at the time due or payable, or which are being contested in good faith by appropriate proceedings;

(ii) (any reservations or exceptions contained in the original grants of land (excluding any royalties) or by applicable statute or the terms of any lease in respect of any portion of the Mining Properties;

(iii) minor discrepancies in the legal description or acreage of or associated with the Mining Properties or any adjoining properties which would be disclosed in an up to date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;

(iv) rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar

utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Mining Properties, which do not in the aggregate materially detract from the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;

9

(v) liens or other rights granted by the Corporation or any of its Affiliates to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);

(vi) Encumbrances as security for the payment and performance of this Debenture;

(vii) any Encumbrance imposed by law and incurred in the ordinary course of business, including, without limitation, construction, builders’, warehousemen’s and mechanics’ liens and other similar Encumbrances arising in the ordinary course of business, in each case for sums not yet due or being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with IFRS have been established to the extent required by IFRS;

(viii) Encumbrances as a result of any judgment or order rendered or claim filed against a Person which is being contested in good faith by proper legal proceedings (and as to which any enforcement proceedings shall have been suspended by operation of law or stayed pending an appeal or other proceeding) and for which appropriate reserves in accordance with IFRS have been established to the extent required by IFRS;

(ix) any rights of set-off with respect to any deposit account of the Corporation or any Guarantor as applicable in favour of the financial institution at which such deposit account is maintained and not constituting a financing transaction;

(x) Encumbrances over a portion of the Relief Canyon Mine to be granted in favour of Royal Gold Inc. and its Affiliates in respect of the existing royalty; and

(xi) Encumbrances existing on the Closing Date to secure any Permitted Debt;

(lll) “Person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;

(mmm)“Principal Amount” means the amount shown on page one hereof beside the term Principal Amount, as may be reduced by redemption, retraction or other terms of this Debenture;

(nnn) “Redemption Amount” has the meaning ascribed to that term in Section 2.2 hereof;

10

(ooo) “Redemption Date” has the meaning ascribed to that term in Section 2.2 hereof;

(ppp) “Redemption Premium” has the meaning ascribed to that term in Section 2.2 hereof;

(qqq) “Registered Account” has the meaning ascribed to that term on page one hereof; (rrr) “Remediation Action” means all actions necessary to comply with or discharge

any obligation under Environmental Laws to (i) clean up, remove, treat, restore, contain, abate, cover or in any way adjust Hazardous Substances in the indoor or outdoor environment; (ii) prevent or control the release of Hazardous Substances so that they do not migrate or endanger or threaten to endanger public health or welfare or the Environment; (iii) perform remediation studies, investigations, restoration and post-remediation studies (or post-cleanup care), assessments, testing, investigations and monitoring on, about or in the mining lots covered by the Cosalá Operations and any other properties; and the term “Remediate” (when used as a verb) means to conduct a Remediation Action;

(sss) “Required Lenders” means, as of the date of determination thereof, Lenders having made advances greater than 75% of the principal amount advanced under all debentures issued under the Series of Debentures; provided that if there are only two Lenders, then “Required Lenders” shall mean both Lenders;

(ttt) “Restricted Person” has the meaning ascribed to that term in Section 6.1(ll) hereof; (uuu) “Retraction Notice” means the form attached hereto as Schedule “C”;

(vvv) “Retraction Payment” has the meaning ascribed to that term in Section 2.3 hereof;

(www) “Sanctions” means sanctions imposed, administered or enforced, as applicable, pursuant to Executive Order of the President of the United States, by the U.S. Department of the Treasury, OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority;

(xxx) “Second Additional Advance” means the advance of the Second Additional Principal Amount by the Lender to the Corporation pursuant to the terms of the Second Amended and Restated Debenture;

(yyy) “Second Additional Principal Amount” means the amount advanced by the Lender to the Corporation under the Second Amended and Restated Debenture;

(zzz) “Second Amended and Restated Debenture” has the meaning ascribed to that term on page one hereof;

11

(aaaa) “Second Amended and Restated Series of Debentures” has the meaning ascribed to that term on page one hereof;

(bbbb) “Security Documents” means the Guarantees, the Guarantor Share Pledge Agreements, and any other security agreement, instrument or document contemplated to be delivered to the Agent under this Debenture as security for the obligations of the Corporation hereunder;

(cccc) “Series of Debentures” has the meaning ascribed to that term on page one hereof;

(dddd) “Tax” or “Taxes” means all taxes, assessments and other governmental charge, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any federal, provincial, state or local government, or any agency or political subdivision of any such government, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), non-resident withholding taxes, sales and use taxes, branch profit taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, net proceeds of mine taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing;

(eeee) “Third Amended and Restated Debenture” has the meaning ascribed to that term on page one hereof;

(ffff) “Transaction Documents” means, collectively, this Debenture and the Security Documents.

1.2 Gender. Whenever used in this Debenture, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

1.3 Numbering of Articles, etc. **** Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Debenture.

1.4 Day not a Business Day. In the event that any day on which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

1.5 Computation of Time Period. Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

1.6 Currency. All references to dollars, CDN or to “$” shall be references to Canadian dollars unless otherwise specified.

1.7 References. Except as otherwise specifically provided, reference in this Debenture to any contract, agreement or any other instrument shall be deemed to include references to the same as varied, amended, supplemented or replaced from time to time and reference in this Debenture to any enactment including, without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or extended from time to time.

12

ARTICLE II

PROMISE TO PAY

2.1 Indebtedness. The Corporation hereby promises and covenants to pay to the Agent, for the benefit of the Lender,

(a) the outstanding Principal Amount on the Maturity Date or sooner in accordance with Sections 2.2 or 7.2 or upon such other date as specified herein, subject to the reduction of such Principal Amount from time to time upon the exercise of the Conversion rights set out in ARTICLE V hereof, the early redemption pursuant to Section 2.2 hereof, or the retraction rights set out in Section 2.3 hereof;

(b) interest on the Principal Amount owing by the Corporation to the Lender hereunder, all as specifically calculated hereunder; and

(c) all other monies which may be owing by the Corporation to the Agent or the Lender pursuant to the Transaction Documents,

(collectively, the “Indebtedness”).

2.2 Redemption. The Indebtedness under this Debenture may be prepaid in whole prior to the Maturity Date at the Corporation’s option at any time and from time to time, on not less than thirty (30) days’ prior written notice to the Agent, or, if a Change of Control of the Corporation has occurred or will occur on the date of redemption, on five (5) days’ prior written notice, for an amount equal to the sum of the following: (i) the Principal Amount, (ii) accrued but unpaid interest to the date fixed for early redemption in respect of such amount (the “Redemption Date”), and (iii) a redemption premium (the “Redemption Premium”) equal to 30% of the Principal Amount if the Redemption Date is on or within one year of the Original Closing Date, 20% of the Principal Amount if the Redemption Date is more than one year from the Original Closing Date but on or within two years of the date of Original Closing Date, or 10% of the Principal Amount if the Redemption Date is more than two years from the date of Original Closing Date, (the sum of (i), (ii) and (iii) being the “Redemption Amount”).

Notice of redemption shall state:

(a) the Redemption Amount; and

(b) the Redemption Date.

13

Notice of redemption having been given as aforesaid, the Redemption Amount shall become due and payable on the Redemption Date, and on and after the Redemption Date the Redemption Amount shall only bear interest as calculated hereunder if the Corporation shall default in the payment of the Redemption Amount. In addition, and for greater certainty, until the Redemption Date (or if the Corporation shall default in the payment of the Redemption Amount on the Redemption Date, until the date such payment is made), the Agent and the Lender retain the right to convert the Principal Amount to Debenture Shares in accordance with Article V hereof and receive payment in cash for accrued interest thereon, including for greater certainty, during the notice period prior to the Redemption Date.

$500,000 of the Principal Amount as specified in the Retraction Notice (the “Retraction Payment”) in any calendar month, for payment on the date specified in the notice. Such Retraction Notice must be delivered to the Corporation not less than five (5) Business Days prior to the date of repayment specified therein. Notwithstanding such limit of the Lender’s Portion of $500,000 per calendar month, the option of the Lenders to require a Retraction Payment is cumulative, and the Agent may include in any Retraction Notice any amounts not previously required to be repaid or included in a Retraction Notice from prior months (the “Cumulative Retraction Payments”). As of the date hereof, there is $4,500,000 accumulated for retraction under the Debentures issued to the Original Lenders (inclusive of any amounts that have been submitted for retraction prior to the date hereof, but not yet satisfied). The Corporation may, at its option, satisfy any Retraction Payment either in cash or, subject to Section 5.4 hereof and only after the Hold Period, by issuing such number of Common Shares equal to the amount required to be prepaid divided by 95% of the 20 day weighted average price of the Common Shares on the Toronto Stock Exchange for the 20 trading days immediately prior (but not including) the date of the notice for prepayment. Within two (2) Business Days of receipt by the Corporation of an Election Notice from the Agent, the Corporation shall advise the Agent of its election for satisfying the Retraction Payment by cash or Common Shares by completing and returning the Election Notice to the Agent, and, notwithstanding the foregoing option, the Corporation shall satisfy the Retraction Payment under all debentures issued under the Series of Debentures by the elected method until it notifies the Agent otherwise.

2.4 General Covenants. In addition to the covenants to repay the Principal Amount and to pay interest thereon as provided in this Debenture, the Corporation covenants and agrees with the Agent and the Lender until the earliest of:

(a) if the Lenders exercises their right to convert the Debenture in whole pursuant to Article V, the date of such Conversion;

14

(b) if the Corporation redeems the entire Principal Amount and pays the entire Redemption Amount pursuant to Section 2.2, the Redemption Date provided that the entire Redemption Amount is fully paid in accordance with that section; and

(c) the date the Principal Amount and all accrued interest has been paid in full in accordance with any other provision of this Debenture,

that the Corporation will, and cause each Guarantor to, at all times:

(d) to obtain the conditional and final approval of the Toronto Stock Exchange and the NYSE American for the listing of the Debenture Shares within 14 days of the Closing Date;

(e) perform all covenants required to be performed by it, as provided in this Debenture;

(f) use the proceeds of the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, to finance working capital;

(g) do all things necessary or advisable to maintain its corporate existence;

(h) not merge, amalgamate or consolidate with another entity or reincorporate, reconstitute into or as another entity unless at the time of such merger, amalgamation, consolidation, reincorporation or reconstitution the resulting, surviving or transferee entity assumes, in writing, in favour of the Agent and the Lenders (including assumption by operation of law) all obligations of the Corporation under this Debenture;

(i) to the extent that it is reasonably able to, notify and consult with the Agent upon the occurrence of any event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. The Corporation shall seek to comply with this paragraph, to the extent commercially reasonable and permitted by Applicable Law, prior to any public announcement regarding the matter;

(j) at all times prior to a Change of Control, if any maintain its status as a reporting issuer under the Securities Act (Ontario) and maintain the listing of its Common Shares on the Toronto Stock Exchange;

(k) pay and discharge when due all Taxes, assessments and other governmental charges imposed upon it, upon its property or any part thereof, or upon its income or profits or any part thereof, except Taxes, assessments or other governmental charges not yet past due or that are being contested in good faith by appropriate proceedings, or where the failure to pay or discharge the same would not reasonably be expected to have a Material Adverse Effect;

(l) to obtain (to the extent not in existence on date hereof), all approvals from Governmental Authorities necessary for the operation of their business as presently conducted and comply in all material respects with the covenants, terms and conditions set out in such approvals to the extent that failure to so obtain or non- compliance, individually or in the aggregate, could reasonably be expected have a Material Adverse Effect;

15

(m) indemnify and hold harmless the Agent and each of the Lenders and their respective directors, officers, employees and agents in respect of any costs (including for greater certainty legal costs), losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (including any costs or expenses of preparing any environmental assessment report or such other reports) arising out third party Claims in respect of any breach of Environmental Laws by the Corporation or any Guarantor, including the release of any hazardous or toxic waste or other substance into the Environment from or on to the Corporation’s or any Guarantor’s property or otherwise by the Corporation or any Guarantor, including the costs and expenses relating to any remedial action taken by the Agent or the Lenders with respect to such release required by any Governmental Authority. This indemnity shall survive repayment of the amounts owing under this Debenture and termination of this Debenture;

(n) comply with the requirements of all Applicable Laws, rules, regulations and orders of any Governmental Authority, non-compliance with which might materially adversely affect the financial condition or operations of the Corporation, except that the Corporation need not comply with a requirement then being contested by it in good faith by appropriate proceedings or to the extent that any failure to so comply would not reasonably be expected to have a Material Adverse Effect;

(o) cause all their property which is of a character usually insured by companies operating like businesses, to be properly insured and kept insured with reputable insurers against loss or damage by fire or other hazards of the nature and to the extent that such properties are usually insured by companies operating like businesses and the Corporation will forthwith notify the Agent upon the happening of any significant loss and shall duly and punctually pay all premiums and other sums of money for maintaining such insurance;

(p) pay all of their trade debts or other accounts payable, whether outstanding on the Closing Date or thereafter created, incurred, assumed or guaranteed by them, when due and payable, except such trade debt or accounts payable that are being contested in good faith by appropriate proceedings, or where the failure to pay or discharge the same, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(q) actively and diligently contest or cause to be contested in good faith by appropriate and timely proceedings or effect a timely and provident settlement of any action, suit, litigation or other proceeding or any writ of execution, attachment or similar process issued or levied against all, or a substantial portion of its property or the property, the result of which, if adversely determined, could have a Material Adverse Effect;

16

(r) not, without the prior written consent of the Agent, directly or indirectly, create, grant, assume, or permit to exist any Debt, other than Permitted Debt;

(s) not, without the prior written consent of the Agent, directly or indirectly, create, grant, assume, or permit to exist any Encumbrance on any of their assets and properties, or any assets and properties of any of their subsidiaries, other than Permitted Encumbrances, unless (1) the same Encumbrance is granted to the Agent, if not already included in the Security Documents, in priority to any other person as additional security for the Corporation’s obligations under this Debenture or a Guarantor’s obligations under its Guarantee; provided that if a subsidiary of the Corporation that wishes to grant such Encumbrance is not a Guarantor under this Debenture, the Corporation shall cause such subsidiary to enter into such documents and instruments as are required by the Agent to grant such Encumbrance to the Agent, (2) any such Encumbrance granted to another Person is subordinated to the Encumbrance granted to the Agent, (3) the enforcement of any such Encumbrance by such other person is postponed upon the occurrence of any Event of Default, and (4) such other person enters into an acceptable inter-creditor agreement with the Agent on terms and conditions satisfactory to the Agent, acting reasonably;

(t) not convey, sell, assign, transfer, distribute or otherwise dispose of the Collateral or, without the prior written consent of the Agent, such consent not to be unreasonably withheld, all or substantially all of the assets or properties comprising any of (i) the Cosalá operations, including the San Rafael silver-zinc-lead mine, in Sinaloa Mexico (the “Cosalá Operations”), (ii) the Relief Canyon gold mine in Nevada, United States, (“Relief Canyon Mine”) or (iii) the Galena complex in Idaho, United States, including the Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley;

(u) not to grant, create or suffer to exist any royalty over the mining concession forming part of the Cosalá Operations, other than royalties payable to a Governmental Authority or royalties payable to Sandstorm Gold Ltd., existing as of the Closing Date;

(v) not cease to carry on the business currently being carried on by them at the Original Closing Date, being the evaluation, acquisition, exploration, development and operation of precious and polymetallic mineral properties and business incidental thereto (which, for greater certainty, shall not affect the Corporation’s decision to cease exploration, development or operations of a particular mineral project from time to time in accordance with the Corporation’s business strategy); and

17

(w) not (i) engage in or conspire to engage in, and will not permit any of their subsidiaries to engage in or conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or otherwise violates any applicable Anti-Terrorism Law, Anti-Bribery Law or Sanctions law, (ii) cause or permit any of the funds that are used to repay the Indebtedness to be derived from any unlawful activity with the result that the Agent, the Lenders or the Corporation would be in violation of any Applicable Law, (iii) use any part of the proceeds of the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, directly or indirectly, for any conduct that would cause the representations and warranties in Section 6.1(kk) and Section 6.1(ll) to be untrue as if made on the date any such conduct occurs, or (iv) alter their articles, by-laws or other constating documents in a manner that would be materially prejudicial to the Agent or the Lenders, or change their jurisdiction of incorporation or formation without first giving the Agent ten (10) Business Days’ prior written notice.

2.5 Option to Extend Maturity Date. At any time prior to the Maturity Date, the Corporation and the Lender may agree in writing to extend the Maturity Date by one calendar quarter and such date shall be the Maturity Date for all purposes under this Debenture without further action. The Corporation and Lender may agree to extend such Maturity Date quarterly, up to an outside date of April 28, 2025.

2.6 To Give Notice of Event of Default. When any Event of Default has occurred, the Corporation will deliver to the Agent by hand delivery, facsimile or other electronic transmission (including email) a notice signed by an authorized officer of the Corporation specifying such event, notice or other action within three (3) Business Days of an officer or director becoming aware of such Event of Default unless such Event of Default will have been cured or waived within such period.

ARTICLE III

INTEREST

3.1 Calculation and Payment of Interest, etc. **** The Corporation shall pay interest on the Principal Amount, which shall accrue beginning from (and including) the date of the applicable advance, to (but excluding) the date of repayment of the Principal Amount in full, at the rate of 11.0% per annum, calculated annually and payable monthly in arrears on the last day of each calendar month. All interest due on this Debenture will be payable in cash by wire transfer to the account designated to the Corporation by the Agent in writing from time to time. Interest will be calculated on the basis of a year of 365 or 366 days, as applicable.

3.2 No Merger In Judgement. The covenant of the Corporation to pay interest at the rate provided herein shall not merge in any judgement in respect of any obligation of the Corporation hereunder and such judgement shall bear interest in the manner set out in this Article III and be payable on the same days when interest (whether hereunder or otherwise) is payable hereunder.

3.3 Withholdings Tax. Any and all payments by or on account of amounts owing under any of the Transaction Documents must be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of the Corporation) requires the deduction or withholding of any Tax from any such payment by the Corporation or any Guarantor (as determined in the good faith discretion of the Corporation), the Corporation or such Guarantor, as the case may be, may make the deduction or withholding and must timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, the sum payable by the Corporation or such Guarantor, as the case may be, will be increased as necessary so that after the deduction or withholding has been made (including deductions and withholdings applicable to additional sums payable under this Section) the Agent on behalf of the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

18

ARTICLE IV

RANK AND SECURITY

4.1 Rank. This Debenture and the Indebtedness created hereby constitutes a secured obligation of the Corporation, and subject to the terms of the Intercreditor Agreement and any other written agreement between the Lenders and the Agent, this Debenture will rank pari passu, without discrimination, preference or priority, with each other debenture issued in the Series of Debentures.

4.2 Security.

(a) The Agent and the Lenders acknowledge that prior to the Closing Date:

(i) they have received from each Guarantor an amended and restated guarantee (each a “Guarantee”) in favour of the Agent for the benefit of the Lenders, in a form and substance satisfactory to the Agent, acting reasonably, acknowledging the material benefits to each Guarantor arising directly or indirectly pursuant to the third amended and restated secured convertible debentures, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time (which for greater certainty includes this Debenture) issued under the Series of Debentures, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by the Corporation under such Debenture, and which principal amount may be increased by further amendment (as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Guaranteed Obligations”);

(ii) each Guarantor granted, as security for the Guaranteed Obligations, to and in favour of the Agent for the benefit of the Lenders, first ranking charges and security interests in, to and over (i) in the case of United States Silver, Inc. all present and after-acquired share capital or other equity ownership interests of U.S. Silver – Idaho, Inc. owned or held by such Guarantor, and

(ii) in the case of Scorpio Holdings One Limited and Mr. Warren Varga, all present and after-acquired share capital or other equity ownership interests

of Minera Cosalá S.A. de C.V. owned or held by each such Guarantor (collectively, the “Guarantor Share Collateral”), pursuant to one or more amended or amended and restated agreements (collectively, the “Guarantor Share Pledge Agreements”) in form and substance satisfactory to the Agent, acting reasonably; and

(iii) they have received from each Guarantor, an amendment or amendment and restatement of the applicable Guarantor Share Pledge Agreement granted in favour of the Agent for the benefit of the Lenders to secure the Guaranteed Obligations, in form and substance satisfactory to the Agent, acting reasonably.

19

(b) Within 30 days of the Closing Date, if required to ensure the validity of the Guarantor Share Pledge Agreement, the Corporation shall cause Scorpio Holding One Limited and Mr. Warren Varga to grant an amendment of the applicable Guarantor Share Pledge Agreement in favour of the Agent for the benefit of the Lenders to secure the Guaranteed Obligations, in form and substance satisfactory to the Agent and the Lenders, acting reasonably.

(c) Each of the representations and warranties given hereunder with respect to the Guarantors shall be given with respect to any Guarantor who becomes a Guarantor after the Closing Date upon it becoming a Guarantor, all as of the date on which it becomes a Guarantor.

(d) The Corporation shall not, and shall cause each Guarantor not to grant any security interest in the Collateral, other than such security interests that are subordinated to the security interests of the Agent and subject to intercreditor arrangements between the Agent and the applicable grantee, in form and substance satisfactory to the Agent, acting reasonably.

ARTICLE V

CONVERSION OF DEBENTURE

5.2 SCHEDULE “A**”** at any time convert all or part of the Principal Amount and all accrued and unpaid interest thereon (the “Conversion Amount”) into Debenture Shares (“Conversion”), according to the following formula:

of Debenture Shares Issued on Conversion = Conversion Amount

Conversion Price

The direction from the Lender shall include such necessary representations, warranties and covenants from the Lender in favour of the Agent, as necessary for the Agent to make the representations, warranties and covenants in the completed Conversion Notice.

20

The portion of Conversion Amount that relates to accrued but unpaid interest shall be convertible at the Conversion Price, unless the Toronto Stock Exchange does not approve the listing of such Debenture Shares at the Conversion Price under the applicable discount rules in which case the portion of Conversion Amount that relates to accrued but unpaid interest shall be paid in cash.

(i) each Lender subscribes for the number of Debenture Shares which it shall be entitled to receive upon such Conversion, (ii) each Lender agrees that the issuance to it of the Debenture Shares in accordance with this Debenture constitutes payment of the Conversion Amount, as of the date of issuance, (iii) each Lender releases the Corporation from all liability with respect to the Conversion Amount and all accrued and unpaid interest thereon and (iv) the Corporation agrees that deemed payment of the Conversion Amount pursuant to the issuance of the Debenture Shares constitutes full payment of the subscription price for the Debenture Shares issuable on such Conversion and that the Debenture Shares will be issued as fully paid and non-assessable Common Shares in the capital of the Corporation.

The Agent, on behalf of the Lenders, may require the Corporation to issue Debenture Shares to any Person or Persons other than the Lenders upon a Conversion of the Debenture in whole or in part if such issuance is permitted under applicable securities legislation. If any of the Debenture Shares to be issued hereunder are to be issued to any Person other than the Lenders such request will be accompanied by payment to the Corporation of any Tax which may be payable by reason of the transfer and if requested by the Corporation, a legal opinion acceptable to the Corporation acting reasonably stating that such issuance is permitted under applicable securities laws.

As promptly as possible after receipt of the Conversion Notice (and, subject to the approval of the Toronto Stock Exchange, in any event within five (5) Business Days of such receipt) but subject to Section 5.4 hereto, the Corporation shall issue or cause to be issued and deliver or cause to be delivered to the Lenders a certificate or certificates in the name or names of the person or persons specified in the Conversion Notice (subject to the preceding paragraph) for the number of Debenture Shares deliverable upon the Conversion. Upon completion of the Conversion transaction, the rights of the Lenders to receive, in respect of the Conversion Amount, shall cease and the Lenders or the other person or persons in whose name or names any certificate or certificates for Common Shares shall be deliverable upon such Conversion shall be deemed to have become on such date the holder or holders of record of such Common Shares represented thereby.

21

The Agent and the Lender covenant and agree that they will not exercise their right to Conversion or right to retraction under Section 2.3 so that, upon Conversion into Common Shares in accordance with the terms of this Debenture or upon the issuance of Common Shares to satisfy a Retraction Payment, the Lender or its associates or affiliates, directly or indirectly (which pursuant to Section 10.13, includes the other Original Lender and its associates or affiliates, directly or indirectly), would hold more than 9.99% of the total outstanding Common Shares on a non-diluted basis as of the date of such Conversion (the “Conversion Restriction”). Notwithstanding the foregoing, but subject to the receipt and approval of the Toronto Stock Exchange of a personal information form or a declaration form in lieu of personal information form and the clearance of a background check to the satisfaction of the Toronto Stock Exchange in respect of an applicable affiliate or associate, directly and indirectly, of the Lender, the Conversion Restriction shall not prevent the Agent, on behalf of the Lender, from exercising its right to convert 100% of the Principal Amount into Common Shares in accordance with the terms of this Debenture: (a) for the purpose of participating in any offer to acquire securities pursuant a takeover bid or statutory procedure, (b) during the five (5) Business Days immediately prior to the Maturity Date, the Redemption Date or the date of a proposed Change of Control, or (c) following an Event of Default. For the avoidance of doubt, the availability of the aforementioned reasons are subject to the receipt and approval of the Toronto Stock Exchange of a personal information form or a declaration form in lieu of personal information form and the clearance of a background check to the satisfaction of the Toronto Stock Exchange in respect of an applicable affiliate or associate, directly and indirectly, of the Lender.

If a Conversion into Common Shares would result in the Lender, or its affiliates or associates, indirectly or directly, becoming a control person (as such term is defined in the Securities Act (Ontario)) of the Corporation, the Corporation must first obtain the approval of the Toronto Stock Exchange prior to the issuance of such Debenture Shares and such approval will include imposition of shareholder approval.

5.3 Adjustment.

(a) If and whenever the Corporation shall (i) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, then the “Conversion Price” (as defined in Section 1.1) for the purposes of any Conversion under Section 5.1 on and at any time after the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend, as the case may be (and as a result of such adjustment, the corresponding number of number of Debenture Shares which may be acquired pursuant to such Conversion), shall be adjusted according to the following formula:

Adjusted Conversion Price = Conversion Price multiplied by X

where:

X = the number of Common Shares outstanding before such subdivision, redivision, reduction, combination, consolidation or dividend

Y = the number of Common Shares outstanding after such subdivision, redivision, reduction, combination, consolidation or dividend

22

Example B included at Schedule “B” sets forth a hypothetical working example of how the number of Debenture Shares to be issued on a Conversion is to be calculated following a subdivision, redivision, reduction, combination, consolidation or dividend affecting the number of outstanding Common Shares. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for such stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 5.3(a) or Section 5.3(c), so long as such stock dividend is ultimately consummated.

(b) In the case of any reclassification of, or other change in, the outstanding Common Shares other than a subdivision, redivision, reduction, combination, consolidation or dividend referred to in Section 5.3(a), subject to the approval of applicable regulatory authorities, the Lenders shall be entitled to receive upon Conversion pursuant to this Article V, and shall accept in lieu of the number of Common Shares to which it was theretofore entitled upon such Conversion, the kind and amount of shares and other securities or property which the Lenders would have been entitled to receive as a result of such reclassification if, on the effective date thereof, it had been the registered holder of the number of Common Shares to which it was theretofore entitled upon Conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article V with respect to the rights and interests thereafter of the Lenders to the end that the provisions set forth in this Article V shall thereafter correspondingly be made applicable as nearly as may be reasonably possible in relation to any shares or other securities or property thereafter deliverable upon the Conversion of this Debenture. Any such adjustments shall be made by and set forth in a supplemental certificate approved by the directors of the Corporation and shall for all purposes be conclusively deemed to be an appropriate adjustment, after consultation with the Agent, acting reasonably.

(c) If and whenever the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) shares of the Corporation of any class; (ii) rights, options or warrants (that shall not have expired unexercised, unconverted or unexchanged at the time the Agent on behalf of the Lenders converts this Debenture); (iii) evidences of indebtedness (but only to the extent permitted under this Debenture); or (iv) any other assets or securities and if such issuance or distribution does not result in an adjustment as provided for in Section 5.3(a) or Section 5.3(b), subject to the approval of applicable regulatory authorities, the price at which the Principal Amount may be converted into Common Shares pursuant to this Article V shall be adjusted effective immediately before the record date at which the holders of Common Shares are determined for purposes of any such issuance or distribution as aforesaid in such manner as the directors of the Corporation determine to be appropriate on a basis consistent with this Section 5.3.

(d) If and whenever at any time after the date hereof, the Corporation takes any action to which the foregoing anti-dilution adjustments, in the opinion of the board of directors of the Corporation, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Lenders in accordance with the intent and purposes thereof, then subject to the approval of applicable regulatory authorities, the Corporation shall execute and deliver to the Agent and the Lenders an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Corporation may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest error that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

23

(e) If, at any time, the Agent, on behalf of the Lenders, exercises their Conversion rights before the record date and before the occurrence of an event, for which this Section 5.3 requires that an adjustment shall become effective immediately before the record date for such event, the Corporation may defer issuing to the Lenders the additional Common Shares issuable upon such Conversion, by reason of the adjustment required by such event, until the occurrence of such event. In the event of such an adjustment, the Corporation shall deliver to the Agent and the Lenders an appropriate instrument evidencing the Lenders’ right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of the holders of Common Shares on and before the date of Conversion or such later date as such holder would, but for the provisions of this Section 5.3, have become the holder of record of such additional Common Shares.

(f) If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Common Shares issuable upon the Conversion of this Debenture, such disputes shall be conclusively determined by the auditors of the Corporation, or, if they are unable or unwilling to act, by such other firm of Certified Public Accountants certified and licenced in Canada as may be selected by the Corporation and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to this Section 5.3 and shall be binding upon the Corporation, the Agent and the Lenders.

5.4 No Fractional Common Shares. Notwithstanding anything herein contained, the Corporation shall in no case be required to issue fractional Common Shares. Any fractions will be rounded down to the next lower whole number, and a cash amount shall be payable by the Corporation to the Agent for the benefit of the Lenders in lieu of any fractional Common Share upon the Conversion of the Debenture or issuance of Common Shares in lieu of a mandatory prepayment, calculated based on the fractional amount (subject to any adjustments pursuant to this Debenture) and the Conversion Price or the weighted average closing price, as the case may be.

5.5 Reservation of Common Shares. The Corporation shall at all times while the Debenture remains convertible into Debenture Shares as herein provided, reserve and keep available out of its authorized but unissued share capital, for the purpose of effecting the Conversion of the Debenture, such number of Common Shares as shall from time to time be sufficient to effect the Conversion of the Debenture.

5.6 Reclassifications, Reorganizations, etc. **** In case of any reclassification or change of the Common Shares (other than a change as a result of a subdivision or consolidation), or in case of any amalgamation of the Corporation with, or merger of the Corporation into, any other corporation (other than an amalgamation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or change, other than as aforesaid, of the Common Shares), or in case of any sale, transfer or other disposition of all or substantially all of the assets of the Corporation, the Corporation or the corporation formed by such amalgamation or the corporation into which the Corporation will have been merged or the corporation which will have acquired such assets, as the case may be, will execute and deliver to the Agent and the Lenders an amendment providing that the Lenders will have the right thereafter (until the expiration of the Conversion right of the Debenture) to convert such Debenture into the kind and amount of shares and other securities and property receivable upon such reclassification, change, amalgamation, merger, sale, transfer or other disposition by the Lenders of the number of Common Shares into which the Debenture might have been converted at the Conversion Price immediately prior to such reclassification, change, amalgamation, merger, sale, transfer or other disposition. Such amendment will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The above provisions of this Section 5.6 will similarly apply to successive reclassifications, changes, amalgamations, mergers, sales, transfers or other dispositions.

24

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Corporation. To induce the Lender to enter into this Debenture, the Corporation hereby makes the following representations and warranties, except as qualified by the corresponding section set forth in the disclosure set forth in Schedule “E”, which shall survive the execution and delivery of this Debenture through the date all of the Corporation’s obligations hereunder have been fully satisfied:

(a) each of the Corporation and U.S. Silver Corporation is a corporation incorporated, organized and subsisting under the federal laws of Canada;

(b) each of Scorpio Holding Two Limited and Scorpio Holding One Limited is a corporation duly incorporated and validly existing under the laws of the British Virgin Islands and is up to date in all material respects with filings required by law;

(c) Minera Cosalá S.A. de C.V. is a corporation duly incorporated and validly existing under the laws of Mexico and is up to date in all material respects with filings required by law;

(d) U.S. Silver & Gold Inc. is a corporation duly incorporated and validly existing under the laws of Ontario and is up to date in all material respects with filings required by law;

(e) each of United States Silver, Inc. and U.S. Silver - Idaho, Inc**.** is a corporation duly incorporated and validly existing under the laws of Delaware and is up to date in all material respects with filings required by law;

(f) each of the Transaction Documents to which the Corporation is a party does, or if not yet executed and delivered, when executed and delivered will, constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally;

(g) each of the Transaction Documents to which each Guarantor is a party does, or if not yet executed and delivered, when executed and delivered will, constitute legal, valid and binding obligations of such Guarantor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally;

(h) the execution, delivery and performance by the Corporation and each Guarantor of the Transaction Documents to which they are a party, the incurrence of the Indebtedness, and the issuance of the applicable Debenture Shares, have been duly authorized by all requisite corporate, and if required, shareholder, action on the part of the Corporation and each Guarantor and the Debenture Shares or Common Shares, as the case may be, when issued and delivered by the Corporation pursuant to this Debenture, will be validly issued as fully paid and non-assessable Common Shares;

(i) neither the execution and delivery of the Transaction Documents to which the Corporation or any Guarantor is a party nor, subject to obtaining the approval of applicable regulatory authorities, compliance with the terms, conditions and provisions thereof:

25

(i) will conflict with or result in a breach of any of the terms, conditions or provisions of:

(A) the formation documents of the Corporation or any Guarantor, or the terms of any class or series of shares of the Corporation or any Guarantor;

(B) any agreement, instrument or arrangement to which the Corporation or any Guarantor is now a party or by which any such party is bound, or constitute a default thereunder, other than where such conflict would not result in a Material Adverse Effect;

(D) any Applicable Law or governmental regulation;

(ii) will result in a Material Adverse Effect;

(iii) will give rise to any pre-emptive right (which has not been waived or will be waived prior to the closing of the transactions contemplated hereunder), or give any Person the right, to:

(A) trigger or accelerate the maturity or performance of any agreement, golden parachute or any other provision in any agreement, to which the Corporation or any Guarantor is a party or trigger the payment of any monies by the Corporation or any Guarantor which would not otherwise be payable, other than where such payment would not result in a Material Adverse Effect; or

(B) cancel, terminate or modify any agreement to which the Corporation or any Guarantor is a party, which cancellation, termination or modification would result in a Material Adverse Effect;

(iv) will require the Corporation or any Guarantor to obtain any material consent, license, certification or approval from any third party which has not been duly obtained;

(j) this Debenture is duly and validly created and authorized and issued and delivered to the Agent on behalf of the Lender in compliance with all Applicable Laws, and, upon issuance, the Debenture Shares and any Common Shares issued in lieu of a Retraction Payment in cash, will be free and clear of all pre-emptive rights, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than under applicable securities laws;

26

(k) none of the Corporation or any Guarantor is an “insolvent person” within the meaning of any Insolvency Laws nor has the Corporation made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof nor had any petition for a receiving order presented in respect of it. None of the Corporation or any Guarantor has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Corporation or any Guarantor or any of their property or assets and no execution or distress has been levied upon any of its property or assets of the Corporation or any Guarantor. No act or proceeding has been taken or authorized by or against the Corporation or any Guarantor with respect to any amalgamation, merger, consolidation, arrangement or reorganization of, or relating to, the Corporation or any Guarantor nor have any such proceedings been authorized by any other Person;

order for similar relief has been instituted against the Corporation or any Guarantor under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including without limitation under any Insolvency Laws or any statutes relating to the incorporation of companies) or seeking appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties or assets, that have not been dismissed within 30 days of its filing or presentment;

(m) Scorpio Holding Two Limited is a wholly owned subsidiary of the Corporation. Scorpio Holding One Limited is a wholly owned subsidiary of Scorpio Holding Two Limited. Minera Cosalá S.A. de C.V. is a wholly owned subsidiary of Scorpio Holding One Limited (other than one share held by Mr. Warren Varga), U.S. Silver & Gold Inc. is a wholly owned subsidiary of the Corporation. U.S. Silver Corporation is a wholly owned subsidiary of U.S. Silver & Gold Inc. United States Silver, Inc. is a wholly owned subsidiary of U.S. Silver Corporation. U.S. Silver – Idaho, Inc. is a wholly owned subsidiary of United States Silver, Inc. All of the issued and outstanding securities of each Guarantor are (i) duly authorized, validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, (ii) owned free and clear of all Encumbrances (other than Permitted Encumbrances), (iii) are not subject to any proxy, voting trust or other agreement or restriction relating to the voting of such securities. There are no outstanding subscriptions, options, warrants, rights, entitlements, plans, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or assets of, or to require the issuance, sale, transfer, registration, repurchase or redemption of, any securities of, any Guarantor, U.S. Silver – Idaho, Inc. or Minera Cosalá S.A. de C.V.

(n) except as would not reasonably be expected to result in a Material Adverse Effect, the Corporation and each Guarantor are in compliance with the terms of all agreements to which they are each a party;

(o) except as set forth in Schedule “E”, the Corporation and each Guarantor are in material compliance with the requirements of all Applicable Laws, rules, regulations and decrees, directives and orders of any Governmental Authority that are applicable to it or to any of its properties, and has obtained all material licenses and permits that are necessary for the conduct of their respective businesses, as currently conducted;

27

(p) except as set forth in Schedule “E”, each of the Corporation and the Guarantors has all leases, licences, permits and consents as are essential for the due carrying on of its business in the manner in which its business is carried on and all such leases, licences, permits and consents are in full force and effect and no proceedings relating thereto are pending or known to the Corporation to be threatened in any way which, if applied individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(q) there are no actions, suits or proceedings, including appeals or applications for review or any pending actions, suits or proceedings, against the Corporation or any

Guarantor before any court or administrative agency which could reasonably be expected to result in a Material Adverse Effect;

(r) any material Taxes and assessments and government Encumbrances imposed on property, earnings, labour or materials which might result in a lien or charge upon the property or assets of the Corporation or any Guarantor have been paid by such party, as applicable, when due, unless such Taxes, assessments, charges or liens are being diligently contested in good faith;

(s) each of the Corporation and the Guarantors has good and marketable title to or the right to use all of the assets necessary for the operation of its respective business free of all Encumbrances except for Permitted Encumbrances;

(t) none of the Corporation or the Guarantors has any material labour disputes or strikes existing or pending, other than has been advised to the Agent in writing.

(u) no event is outstanding which constitutes an Event of Default;

(v) the Corporation has disclosed to the Agent in writing all facts (other than facts which are a matter of public knowledge or record) which materially adversely affect or will materially adversely affect its business and the prospects, financial or otherwise of its business, and the businesses of its subsidiaries, or the ability of the Corporation or the Guarantors to perform their obligations under the Transaction Documents;

(w) since the date of the most recent audited consolidated financial statements publicly disclosed by the Corporation (the “Financial Statements”) , there has been no material adverse change in the financial condition of the Corporation from that shown on such Financial Statements as at that date, other than in the ordinary course of business, and any such change in the ordinary course of business has not been materially adverse to the business of the Corporation except as disclosed to the Agent;

(x) the Financial Statements contain no misrepresentations, present fairly the financial position and condition of the Corporation (on a consolidated basis), as at the dates thereof and for the periods indicated and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation (on a consolidated basis) and the results of their operations and the changes in their financial position for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation (on a consolidated basis) and have been prepared in accordance with International Financial Reporting Standards, applied on a consistent basis throughout the periods involved;

28

(y) there are no outstanding rights, agreements or obligations, or understandings capable of becoming rights, agreements or obligations, to acquire any right, title or interest in or to the Cosalá Operations or to grant any interest in or Encumbrance on the Cosalá Operations other than Permitted Encumbrances;

(z) subject only to the rights of any Governmental Authority having jurisdiction and royalties payable by the Corporation to Sandstorm Gold Ltd., existing as of the Closing Date, no Person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other product mined, produced, removed or otherwise recovered from the mining lots that comprise the Cosalá Operations;

(aa) the Applicable Laws permit Minera Cosalá S.A. de C.V. to carry out prospecting, exploration, pre-development and feasibility activities on the mining lots covered by the Cosalá Operations;

(bb) except as set forth in Schedule “E”, there is no actual, threatened or, to the knowledge of the Corporation, pending or contemplated Claim or challenge relating to the Cosalá Operations, nor, to the knowledge of the Corporation, is there any basis therefor, and there is not presently outstanding against Minera Cosalá

S.A. de C.V. any judgment, decree, injunction, rule or order of any court, Governmental Authority or arbitrator which directly or indirectly relates to or would materially affect the Cosalá Operations or the conduct of any mining work thereon;

(cc) all Taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the mining lots covered by the Cosalá Operations and required to be made, performed and filed to and with any Governmental Authority in order to maintain the Cosalá Operations in good standing have been so made, performed or filed, as the case may be;

(dd) to the knowledge of the Corporation, there has been no Claim made by any indigenous peoples or “ejidos” or “communidades inígenas” with respect to any right or interest in or to the Cosalá Operations;

(ee) conditions on and relating to the Cosalá Operations and the mining lots covered by the Cosalá Operations respecting all past and current operations conducted thereon by Minera Cosalá S.A. de C.V., are in material compliance with all Applicable Laws, including all Environmental Laws;

(ff) Minera Cosalá S.A. de C.V. has not caused or permitted, and to the knowledge of the Corporation, no other Person has caused or permitted, any Hazardous Substance to remain, be released, made subject to disposal or discharged either on, in, over, from or under the Environment, including the mining lots that comprise the Cosalá Operations, or to be transported other than in material compliance with all Environmental Laws and permits;

(gg) except as set forth in Schedule “E”, Minera Cosalá S.A. de C.V. has been issued or granted all material permits, licences, concessions, approvals, certificates, consents, certificates of approval, rights, privileges, registrations, exemptions and authorizations by all Governmental Authorities and any Person required to own and operate the Cosalá Operations as currently being conducted in material compliance with Applicable Laws, including Environmental Laws;

(hh) except as set forth in Schedule “E”, neither Minera Cosalá S.A. de C.V. nor the Corporation have received any notice of, or communication relating to, any actual or alleged material breach of any Environmental Laws, and there are no outstanding material work orders or actions or Remediation Actions required to be taken relating to the Environment respecting the mining lots covered by the Cosalá Operations;

(ii) Minera Cosalá S.A. de C.V. has not received any notice of expropriation of all or any part of the Cosalá Operations nor do Minera Cosalá S.A. de C.V. or the Corporation have actual knowledge of any expropriation proceeding pending or threatened against or affecting all or any part of the Cosalá Operations nor of any discussions or negotiations which could lead to any such expropriation;

(jj) to the extent applicable, the Corporation and each Guarantor are in compliance, in all material respects, with anti-money laundering laws and anti-terrorism finance laws including the United States Bank Secrecy Act and the PATRIOT Act (collectively, “Anti-Terrorism Laws”);

29

(kk) no part of the proceeds of the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, shall be used, directly or indirectly: (i) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct business by (A) influencing any act or decision of such Foreign Official in his official capacity, (B) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (C) securing any improper advantage or (D) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; or (ii) to cause the Agent or any Lender to violate any Anti-Bribery Laws;

(ll) none of the Corporation, the Guarantors, nor their Affiliates, directors, officers, employees or other agents acting on their behalf in connection with the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, is any of the following (a “Restricted Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the U.S. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001; (ii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or

other replacement official publication of such list or similarly named by any similar foreign Governmental Authority; (iii) a Person that is owned 50 percent or more by any Person described in subparagraph (ii); (iv) any other Person with which the Agent or any Lender is prohibited from dealing under any Sanctions laws applicable to the Agent or any Lender; or (v) a Person that derives more than 10% of its annual revenue from investments in or transactions with any Person described in subparagraphs (i), (ii), (iii) or (iv). Further, none of the proceeds from the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, shall be used to finance or facilitate, directly or indirectly, any transaction with, investment in, or any dealing for the benefit of, any Restricted Person or any transaction, investment or dealing in which the benefit is received in a country for which such benefit is prohibited by any Sanctions laws applicable to the Agent or any Lender;

(mm) the issued and outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange and the NYSE American and no order ceasing or suspending trading in the Common Shares or any other securities of the Corporation or prohibiting the sale or issuance of the Debentures has been issued and to the knowledge of the Corporation, no proceedings for such purpose have been threatened or are pending; and

(nn) the Corporation is in compliance in all material respects with its continuous disclosure obligations under applicable Canadian securities laws and, without limiting the generality of the foregoing, there has not occurred an adverse material change and no material fact has arisen, financial or otherwise, in the assets, properties, affairs, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Corporation or any of the Guarantors which has not been publicly disclosed and the information and statements in the disclosure record of the Corporation publicly available on SEDAR were true and correct as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information and statements misleading, and the Corporation has not filed any confidential material change reports which remain confidential as at the date hereof.

6.2 Reliance and Indemnity. The Lender is relying on the representations and warranties set forth in Section 6.1, notwithstanding any investigation or enquiries made by the Agent or the Lenders or waiver of any conditions to advancing funds under this Debenture; and the Corporation agrees to indemnify and save harmless the Lender from and against all losses, damages, costs, or expenses, including legal costs as between a solicitor and own client, suffered or incurred by the Lenders as a result of or in connection with any of those representations or warranties being incorrect or breached.

30

ARTICLE VII

DEFAULT

7.1 Events of Default. Upon the occurrence of any one or more of the following events (herein called “Events of Default”):

(a) if the Corporation does not pay when due any principal, interest or other amount due and payable by it under this Debenture at the place and in the currency in which such amount is expressed to be payable;

(b) if the Corporation or any of the Guarantors defaults in observing or performing any of the covenants in Section 2.4(t);

(c) if the Corporation or any of the Guarantors defaults in observing or performing any other covenants of any of the Transaction Documents, and such default is not remedied within thirty (30) days following the earlier of the Corporation or any Guarantor becoming aware of the same, and delivery by Agent to the Corporation of written notice, or such longer period of time as Agent may determine in its sole discretion;

(30) days after the earlier of (i) the Corporation or any Guarantor becomes aware that such representation or warranty has become false or misleading; and (ii) notice from the Agent of the same;

(e) a judgment or order is obtained against the Corporation or any Guarantor for an amount in excess of $5,000,000, in the aggregate, which remains unsatisfied, undischarged, unvacated, unbinded or unstayed for a period of thirty (30) days during which such judgment shall not be on appeal or execution there shall not be effectively stayed;

(f) any of the Collateral shall be seized (including by way of execution, attachment, garnishment or distraint), or shall become subject to any charging order or equitable execution of a court, or any writ of enforcement, writ of execution or distress warrant with respect to obligations of the Corporation or any Guarantor, or any sheriff civil enforcement agent or other Person shall become lawfully entitled to seize or distrain upon any such property under Applicable Laws where under such remedies are provided;

(g) any of the Collateral shall be conveyed, sold, assigned, transferred or otherwise disposed of, other than in accordance with this Debenture;

(h) if any material provision of any Transaction Document (including any Encumbrance granted in connection therewith) shall at any time cease to be in full

force and effect, be declared to be void or voidable or shall be repudiated, or the validity or enforceability of the Transaction Documents shall at any time be contested by the Corporation or any of the Guarantors or if any Encumbrance constituted pursuant to any Security Document ceases to have the priority contemplated herein or therein;

31

(i) there exists any Encumbrance on the Collateral, other than Permitted Encumbrances and Encumbrances in favour of the Agent pursuant hereto;

(j) if the Corporation or any Guarantor makes a general assignment for the benefit of creditors; or any proceeding is instituted by it seeking relief as debtor, or to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of any of them or their Debts or for an order for similar relief under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including without limitation under any Insolvency Laws or any statutes relating to the incorporation of companies) or seeking appointment of a receiver or trustee, or other similar official for any of them or for any substantial part of any of their properties or assets; or any corporate action is taken to authorize any of the actions referred to in this Section 7.1(j);

(k) if any proceedings are instituted against the Corporation or any Guarantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its Debts or an order for similar relief under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including without limitation under any Insolvency Laws or any statutes relating to the incorporation of companies) or seeking appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties or assets, and, provided that such proceedings are being diligently contested in good faith by it, such proceedings are not being dismissed within 90 days of its filing or presentment;

(l) a custodian, liquidator, sequestrator, conservator, receiver, receiver and manager, receiver-manager or trustee or any other Person with similar powers being appointed for the Corporation or any Guarantor, or for any substantial part of the property of the Corporation or any Guarantor;

(m) any execution, extent or sequestration or other process of any court becoming enforceable against the Corporation or any Guarantor, as applicable, or a distress or analogous process being levied against any substantial part of the property of the Corporation or any Guarantor, and such execution, extent, sequestration, distress or other process not being released, vacated or fully bonded within 90 days after becoming enforceable or levied, as the case may be;

Corporation or any Guarantor ceases or threatens to cease, to carry on all or a material part of its business; or

(o) a Change of Control occurs.

7.2 Acceleration. Upon the occurrence of any Event of Default which is continuing and the expiry of any applicable curative periods, the entire Principal Amount, together with all accrued but unpaid interest owing on this Debenture and the Redemption Premium (calculated as thought Redemption Date was the date of the occurrence of such Event of Default), if any will become immediately due and payable upon written notice to that effect from the Agent to the Corporation, provided that upon the occurrence of any Event of Default set out in Sections 7.1(j), 7.1(k), 7.1(l), 7.1(m) or 7.1(n) (subject to any cure period in such Sections), all of the Indebtedness then outstanding and the Redemption Premium (calculated as though Redemption Date was the date of the occurrence of such Event of Default), if any, shall automatically become due and payable, and in each case, without protest, presentment, demand or further notice of any kind, of which are expressly waived by the Corporation.

7.3 Waiver of Corporation’s Rights. To the full extent that it may lawfully do so, the Corporation for itself and its successors and assigns hereby waives and disclaims any benefit of, and shall not have or assert any right or defense under, any statute, law, rule, regulation, common law right or rule of law pertaining to the marshalling of assets, discussion, division or other matter whatever, to defeat, reduce or affect the rights of the Agent and the Lenders under the terms of the Transaction Documents.

7.4 Remedies Cumulative. No remedy conferred upon the Agent or the Lenders is intended to be exclusive of any other remedy, but each and every such remedy will be cumulative and will be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

32

ARTICLE VIII

WAIVER

8.1 Waiver. The Agent may waive any breach of any of the provisions contained in this Debenture or any default by the Corporation in the observance or performance of any covenant, condition or obligation required to be observed or performed by it under the terms of this Debenture. No waiver, consent, act or omission by the Agent or the Lenders shall extend to or be taken in any manner whatsoever to affect any other or subsequent breach or default or the rights resulting therefrom and no waiver or consent by the Agent or the Lenders shall bind the Agent or the Lenders unless it is in writing. The inspection or approval by the Agent or the Lenders of any document or matter or thing done by the Corporation shall not be deemed to be a warranty or holding out of the adequacy, effectiveness, validity or binding effect of such document, matter or thing or a waiver of the Corporation’s obligations.

ARTICLE IX

OTHER RIGHTS OF THE LENDER

9.1 Rights of Set-Off. The Corporation acknowledges and agrees that the Principal Amount and the other obligations hereunder shall be paid, satisfied and discharged to the Agent, on behalf of the Lender, without regard to such dealings as may from time to time occur as between any one or more of the Agent, the Lenders, the Corporation and any other Person and without regard to such equities or rights of set-off or counterclaim which may from time to time exist between any one or more of the Agent, the Lenders, the Corporation or any other Person, and that the Principal Amount and other obligations hereof shall be paid without regard to any equities between or among the Corporation, the Agent and the Lenders hereof or any set-off or cross-claims and the receipt of the Agent for the payment of the Principal Amount will be a good discharge to the Corporation in respect thereof.

9.2 No Merger. Neither the taking of any judgement nor the exercise of any rights hereunder shall operate to extinguish the obligation of the Corporation to pay the monies under this Debenture and shall not operate as a merger of any covenant in this Debenture, and the acceptance of any payment shall not constitute or create a novation, and the taking of a judgement or judgements under a covenant herein contained shall not operate as a merger of those covenants and affect the Agent’s and the Lender’s right to interest under this Debenture.

ARTICLE X

THE AGENT AND THE LENDERS

10.1 Registered Holder. The Lender shall be the registered holder of this Debenture and shall be deemed and regarded as the owner and holder hereof; however, the Lender may contribute, deposit, purchase or hold this Debenture to, from or in the Registered Account, and for so long as this Debenture shall be held in such Registered Account, all proceeds of this Debenture, whether in cash or Common Shares or otherwise, shall be credited to the Registered Account.

10.2 Appointment and Authority. Each Lender hereby irrevocably appoints Royal Capital Management Corp. to act on its behalf as the Agent under the Transaction Documents, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders. The Corporation nor any Guarantor shall have rights as a third party beneficiary of any of the provisions of this Article. The use of the term “agent” or “Agent” in this Debenture or any Security Document with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligation arising under agency doctrine of any Applicable Laws. Instead, the term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.

33

10.3 Rights as a Lender. The Person serving as the Agent hereunder, if it is also one of the Lenders, shall have the same rights and powers in its capacity as one of the Lenders as any

other of the Lenders and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Corporation and the Guarantors or any Affiliate thereof, all as if such Person were not the Agent hereunder and without any duty to account to the Lenders.

10.4 No Fiduciary Duty and Exculpatory Provisions.

(a) The Agent shall not have any duties or obligations except those expressly set out in the Transaction Documents, which shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether any Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary actions and powers expressly contemplated by the Transaction Documents, or that the Agent is required to exercise as directed in writing by the Required Lenders; provided that, the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this Debenture or any Security Document or Applicable Law; and

(iii) shall not, except as expressly set out in the Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Corporation, the Guarantors or any of their Affiliates that is communicated to the Agent.

(b) The Agent shall not be liable for any action taken or not taken by it: (i) with the consent or at the request of the Required Lenders; or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

(c) The Agent shall be deemed not to have knowledge of any Event of Default unless and until notice describing the Event of Default is given to the Agent by the Corporation, a Guarantor or one of the Lenders.

(d) Except as otherwise expressly provided in this Agreement, the Agent shall not be responsible for or have any duty to ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with the Transaction Documents; (ii) the contents of any certificate, report or other document delivered in connection with the Transaction Documents; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set out in the Transaction Documents or the occurrence of any Event of Default; (iv) the validity, enforceability, effectiveness or genuineness of the Transaction Documents; or (v) the satisfaction of any condition specified in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Agent.

34

10.5 Reliance by the Agent. The Agent shall be entitled to rely on, and shall not incur any liability for relying on any notice, request, certificate, consent, statement, instrument, document or other writing (including, any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent may rely on any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an advance that by its terms must be fulfilled to the satisfaction of one of the Lenders, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received written notice to the contrary from such Lender before making such advance. The Agent may consult with legal counsel (who may be counsel for any of the Lenders), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.6 Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers under the Transaction Documents by or through any one or more sub- agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Agent and any such sub-agent. The Agent shall have no responsibility for the conduct or negligence of any sub-agent appointed by it hereunder, except to the extent that a court of competent jurisdiction determines that the Agent acted with gross negligence or willful misconduct in the appointment of such sub-agent.

10.7 Sharing of Payments by Lenders. If any of the Lenders, by exercising any right of set- off or counterclaim or otherwise, obtains any payment or other reduction that results in such Lender receiving payment hereunder greater than his Lender’s Portion of all amounts owing under all debentures issued pursuant to the Series of Debentures, the Lender receiving such payment shall: (i) notify the Agent of such fact; and (ii) make such adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with their respective Lender’s Portion, provided that:

(a) if any such payment giving rise to any such adjustment is recovered, such adjustments shall be rescinded to the extent of such recovery, without interest;

(b) the provisions of this Section shall not be construed to apply to: (i) any payment made by the Corporation or any Guarantor pursuant to and in accordance with the express terms of the Transaction Documents; or (ii) any payment obtained by any of the Lenders as consideration for the assignment of or sale of a participation in any of its interest in this Debenture to any assignee or participant, other than to the Corporation, any Guarantor or any of their Affiliates (as to which the provisions of this Section shall apply); and

(c) the provisions of this Section shall not be construed to apply to: (i) any payment made while no Event of Default has occurred and is continuing in respect of obligations of the Corporation or any Guarantor to any of the Lenders that do not arise under or in connection with any of the Transaction Documents; or (ii) any payment made in respect of an obligation that is secured by a Permitted Encumbrance, or that is otherwise entitled to priority over the Corporation’s obligations under this Debenture.

35

10.8 Administration of Credits.

(a) Duties of the Agent. Unless otherwise specified in this Agreement, the Agent shall perform the following duties:

(i) exercise the discretion and any rights provided for in the Transaction Documents to be exercised by the Agent;

(ii) receive and distribute to the Lender, or as directed by the Lender, all amounts payable hereunder;

(iii) receive from the Corporation on behalf of the Lender any Debenture Shares or Common Shares issued pursuant to any prepayment pursuant to Section 2.3, and may sell such shares and credit the proceeds of such sales to such accounts as directed by the Lender from time to time, or failing such direction, to the Registered Account;

(iv) use reasonable efforts to collect promptly all sums due and payable by the Corporation under the Transaction Documents;

(v) hold and execute, as agent on behalf of the Lenders, the Transaction Documents or Collateral and take all required steps to perfect (whether by registration, possession, control or otherwise) and maintain the Security Documents; for greater certainty, the Agent, as part of its duties as Agent, is authorized to act as hypothecary representative of the Lenders for the purposes of any hypothec granted by the Corporation or any Guarantor pursuant to article 2692 of the Civil Code of Quebec;

(vi) release and discharge the security interest created by the Security Documents with respect to any property or assets to the extent necessary to complete any disposition permitted by this Debenture;

(vii) hold all legal documents relating to the Transaction Documents, maintain complete and correct records showing the Original Advance, the First Additional Advance and the Second Additional Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, made pursuant hereto, all remittances and payments made by the Corporation to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and allow each of the Lenders and its advisors to examine such accounts, records and documents at its own expense, and provide to any of the Lenders upon reasonable notice, with such copies thereof as such of the Lenders may reasonably require from time to time at their expense;

(viii) promptly forward to each of the Lenders, upon receipt, copies of: (y) all financial information received from the Corporation; and (z) other notices, correspondence or information received by the Agent from the Corporation or any of the Guarantors involving or relating to the Lenders;

36

(ix) promptly forward to each of the Lenders, upon request and at their expense, copies of the Transaction Documents;

(x) promptly notify each of the Lenders of the occurrence of any Event of Default of which the Agent has actual knowledge; and

(xi) except as otherwise provided in this Agreement, act in accordance with any instructions given to the Agent by the Required Lenders, all the Lenders, or a Lender, as the case may be.

(b) Actions Requiring Unanimous Consent of the Lenders. Unless otherwise specified in the Transaction Documents, the Agent may only take the following actions with the prior written unanimous consent of all of the Lenders:

(i) amend, terminate or waive any terms of the Transaction Documents if such amendment, termination or waiver would:

(A) decrease the amount of any payment or repayment (as applicable) of principal, interest, fees or other amounts due under this Debenture;

(B) extend the Maturity Date;

(D) change the definition of Required Lenders; or

(E) change any provision relating to the pro rata treatment of the Lenders;

(ii) release the Corporation or any Guarantor;

(iii) release any Security Document or change the priority of the Agents security interest in the Collateral, except as otherwise expressly permitted under this Debenture;

37

(iv) amend, terminate or waive this Article X or any other provision of this Agreement providing for the unanimous consent of all the Lenders;

(v) consent to the assignment or transfer by the Corporation of any of its rights and obligations under the Transaction Documents.

(c) Actions Requiring the Consent of Required Lenders. Unless otherwise specified in this Agreement, the Agent may only take the following actions with the prior written consent of the Required Lenders:

(i) subject to this Section 10.8, exercise any rights of notice and approval granted to the Lenders under the Transaction Documents;

(ii) amend, terminate or waive any term of the Transaction Documents other than any amendments, terminations or waivers set out in Section 10.8(b) which require the unanimous consent of the Lenders;

(iii) all actions or decisions relating to matters not expressly set out in this Agreement or in Section 10.8(a) and (b) above, including:

(A) amend or waive an Event of Default;

(B) provide written notice to the Corporation of an Event of Default;

(D) issue a demand letter or enforcement notices to the Corporation or the Guarantors;

(E) take any action to enforce performance of any of the amounts owing under the Transaction Documents including without limitation the appointment of an interim receiver, receiver, receiver manager or other trustee;

(F) pay insurance premiums, Taxes and any sums that may be required to be paid to protect the Lenders and preserve the Collateral; and

(G) engage professionals;

38

(iv) as between the Corporation, on the one hand, and the Agent and the Lenders, on the other hand:

(A) all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Required Lenders shall be binding on each of the Lenders, and the Corporation shall not be required to ascertain or confirm the authority of the Agent in delivering such documents;

(B) all certificates, statements, notices and other documents which are delivered by the Corporation to the Agent in accordance with this

Debenture, shall be deemed to have been duly delivered to each of the Lenders; and

(C) all payments which are delivered by the Corporation to the Agent in accordance with this Debenture shall be deemed to have been duly delivered to each of the Lenders;

(v) except in its own right if it becomes one of the Lenders, the Agent shall not be required to advance its own funds for any purpose and, in particular, shall not be required to pay with its own funds insurance premiums, Taxes or public utility charges or the cost of repairs or maintenance with respect to any the Collateral, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby; and

(vi) notwithstanding the foregoing, no amendment, modification or waiver affecting the rights or obligations of the Agent may be made without consent.

10.9 Indemnification. Each of the Lenders agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Corporation), pro rata, according to his Lender’s Portion (and not jointly or jointly and severally), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Agent in any way relating to or arising out of the Transaction Documents or the transactions therein contemplated. However, none of the Lenders shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Agent’s gross negligence or willful misconduct as determined by a judgment of a court of competent jurisdiction. The Agent shall not be required to take or continue any action unless the Agent has received sufficient funds or arrangements satisfactory to it for indemnification to cover the cost of the proposed action.

10.10 Replacement of Agent.

(a) The Agent may at any time give written notice of its resignation to the Lenders and the Corporation. On receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Corporation, to appoint a successor Agent. The Agent may also be removed at any time by the Required Lenders on 30 days’ notice to the Agent and the Corporation as long as the Required Lenders, in consultation with the Corporation, appoint and obtain the acceptance of a successor within those 30 days.

39

accepted that appointment, the resignation shall nonetheless become effective in accordance with the retiring Agent’s notice and (i) the retiring Agent shall be discharged from its duties and obligations under the Transaction Documents (except that the retiring Agent shall continue to hold the Transaction Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each of the Lenders directly, until the Required Lenders appoint a successor Agent.

(c) On the successor’s appointment as Agent, the successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, and the former Agent shall be discharged from all of its duties and obligations under the Transaction Documents (if not already discharged from them as provided in the previous subsection). The fees payable by the Corporation to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Corporation and such successor. After the termination of the service of the former Agent, the provisions of this Article shall continue in effect for the benefit of the former Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the former Agent was acting as Agent.

10.11 Non-Reliance on Agent and Other Lenders. Each of the Lenders acknowledges that it has, independently and without reliance on the Agent or any of the other Lenders or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Debenture. Each of the Lenders also acknowledges that it will, independently and without reliance on the Agent or any other of the Lenders or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based on this Debenture, any Security Document or any related agreement or any document furnished hereunder or thereunder.

10.12 Collective Action of the Lenders. Each of the Lenders hereby acknowledges that, to the extent permitted by Applicable Law, any security and the remedies provided the Transaction Documents to the Agent or the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any security are to be exercised not severally, but by the Agent on the decision of the Required Lenders. Accordingly, despite any of the provisions contained herein or in any Security Document, each of the Lenders hereby agrees that it shall not be entitled to take any action hereunder or thereunder including any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior written agreement of the Required Lenders. Each of the Lenders hereby further agrees that, on any such written agreement being given, it shall co-operate fully with the Agent to the extent requested by the Agent. Despite the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interests of the Lenders. The Agent may refrain from acting in accordance with any instructions from the Required Lenders to take any steps to enforce or realize on any Collateral subject to the Security Documents, until it shall have received such security as it may reasonably require against all costs and expenses (including legal fees) that it will or may incur in complying with such instructions.

40

10.13 Acting Jointly or in Concert. The Original Lenders acknowledge and agree that as of the date hereof, the Original Lenders and their respective affiliates and associates will be treated as acting jointly for the purposes of processing requests for principal conversion, warrant exercises, principal retractions or settlement of interest for purposes of determining the Lender’s ownership percentage, directly or indirectly, in the Common Shares for the purposes of the Conversion Restriction or control person analyses.

In the event the Original Lenders are no longer acting jointly with respect to the Debentures and wish to no longer be treated as acting jointly for such purposes by the TSX, the Company will make submissions to such effect to the TSX at the applicable time.

10.14 Agent May File Proofs of Claim.

(a) In case of the pendency of any proceeding under any Insolvency Law, the Agent (irrespective of whether the Principal Amount shall then be due and payable as set forth herein or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the Corporation) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(i) to file and prove a claim in such proceeding for the full amount of the Principal Amount and interest owing and unpaid in respect thereof and all other amounts that are owing and unpaid under the Transaction Documents, and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agent, and their respective agents and counsel and all other amounts due the Lenders and the Agent) proven in any such proceedings; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, interim receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each of the Lenders to make such payments to the Agent and, if the Agent shall consent to the making of such payments directly to the Lenders, to pay to the Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel, and any other amounts due the Agent.

obligations of the Corporation or the Guarantors hereunder or under the Security Documents or the rights of any of the Lenders or to authorize the Agent to vote in respect of the claim of any of the Lenders in any such proceeding.

10.15 Provisions Operative Between Lenders and Agent Only. The provisions of this Article relating to the rights and obligations of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and the Corporation or the Guarantors shall not have any rights under, or be entitled to rely for any purpose on, such provisions.

41

ARTICLE XI

MISCELLANEOUS

11.1 Expenses. The Corporation agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent and the Lenders in connection with (i) the preparation, execution and delivery of this Debenture and the other Transaction Documents (including all costs relating to due diligence), plus the registration of the Security Documents in all applicable jurisdictions, or (ii) in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Agent or any of the Lenders in connection with the enforcement or protection of its rights in connection with this Debenture and the other Transaction Documents or in connection with the Indebtedness, including any reasonable and documented out-of-pocket legal fees, disbursements and other charges. The Corporation further agrees to indemnify the Agent and the Lenders from, and hold it harmless against, any documentary Taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Debenture or any of the other Transaction Documents. The Corporation agrees that it will also be responsible for the Agent’s and the Lenders’ reasonable legal costs for any amendments to any of the Transaction Documents requested by the Corporation, the preparation of any additional security agreements in connection with the transactions contemplated by the Transaction Documents, or any security interest registrations in connection with the foregoing.

11.2 Time. Time shall be of the essence of this Debenture.

11.3 Governing Law. This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

11.4 Severability. If any one or more of the provisions or parts thereof contained in this Debenture should be or become invalid, illegal or unenforceable, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, severable therefrom and the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed.

11.5 Headings. The headings of the articles, sections, subsections and clauses of this Debenture have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Debenture.

11.6 Binding Effect. This Debenture and all of its provisions shall enure to the benefit of the Agent and the Lenders, their successors and assigns, and shall be binding upon the Corporation and its successors and permitted assigns. The expression the “Agent” as used herein shall include any successor to the Agent appointed pursuant to the terms hereof.

11.7 Amendments; Waiver. This Debenture may only be amended when the Corporation and the Agent have approved such amendment, and only in compliance with the requirements hereof.

42

11.8 Release and Discharge. When the Corporation duly pays the Agent, for the benefit of the Lenders, the Principal Amount, all accrued and unpaid interest thereon, together with all other moneys which may become owing pursuant to this Debenture (including without duplication, the Indebtedness), or issues to or to the order of the Lenders the Debenture Shares issuable upon Conversion of all amounts owing under each of the debentures issued in the Series of Debentures in accordance with their terms, this Debenture will cease and become null and void and will for all purposes be considered to be discharged and cancelled, and the Lender shall surrender this Debenture to the Corporation. Notwithstanding this Section 11.8, those provisions of this Debenture which are expressed to survive the repayment and termination of this Debenture shall survive the repayment and termination of this Debenture. The Corporation agrees that the Lender shall not be obligated to surrender this Debenture to the Corporation on a Conversion of or prepayment or prepayment of less than all of the Indebtedness.

11.9 Assignment by Corporation . The Corporation shall not assign all or any portion of its rights or obligations under this Debenture or the other Transaction Documents without the prior written consent of the Agent and all of the Lenders, which consent may be arbitrarily withheld. Prior to the occurrence of an Event of Default, this Debenture is not transferrable or assignable by the Lenders without the prior written consent of the Corporation, which consent may not be unreasonably withheld. Prior to the occurrence of an Event of Default, this Debenture may not be assigned to a Person who is a non-resident in Canada.

11.10 Third Party Beneficiaries. This Debenture will not benefit or create any right or cause of action in favour of any Person, other than the Corporation, the Agent and the Lenders. No Person, other than Corporation, the Agent and the Lenders is entitled to rely on the provisions of this Debenture in any action, suit, proceeding, hearing or other forum. The Corporation, the Agent and the Lenders reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Debenture to any Person who is not the Corporation, the Agent or one of the Lenders without notice to or consent of that Person.

11.11 AML Legislation. The Corporation acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the PATRIOT Act and other applicable anti-money laundering, anti-terrorist financing, Sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Agent may be required to obtain, verify and record information regarding the Corporation, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Corporation, and the transactions contemplated hereby, including the name and address of the Corporation and other information that will allow the Agent to identify the Corporation in accordance with the PATRIOT Act. The Corporation shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Agent in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

43

ARTICLE XII

NOTICE

12.1 Notices. Any notice required or permitted to be given under any of this Debenture may be given by personal delivery, mail, email or by facsimile transmission to the parties at the following addresses or any tender or delivery of documents may be given by personal delivery or by mail to the parties at the following addresses:

(a) to the Agent or to the Lender at:

Royal Capital Management Corp. 2 Bloor St. East

Suite 2222

Toronto, Ontario M4W 1A8

Attention: Mark Shoom and Stephen Rider Fax No.: (416) 221-1253

Email: mshoom@roycap.com and srider@roycap.com

(b) to the Corporation at:

Americas Gold and Silver Corporation Suite 2870, 145 King Street West Toronto, Ontario

M5H 1J8

Attention: Darren Blasutti Fax No.: (866) 401-3069

Email: dblasutti@americas-gold.com

Any notice or delivery shall be given as herein provided or to such other addresses or fax number or in care of such other Person as a party may from time to time advise by notice in writing as aforesaid. The date of receipt of such notice or delivery shall be the date of actual delivery to the address specified if sent by personal delivery or mail, or the date of actual transmission to the fax number if faxed or email address if emailed, unless such date is not a Business Day, in which event the date of receipt shall be the next Business Day immediately following the date of such delivery, mail, email or transmission.

[Signature page follows]

44

IN WITNESS WHEREOF the parties have duly executed this Debenture as of the date first written above.

AMERICAS GOLD AND SILVER CORPORATION,

| by its authorized signatories: | | | By: | |

| | Name: Darren Blasutti |

| | Title: President and Chief Executive Officer | | By: | |

| | Name: Warren Varga |

| | Title: Chief Financial Officer |

45

ROYAL CAPITAL MANAGEMENT CORP.,

| by its authorized signatory: | | | By: | |

| | Name: Title: | | By: | |

| | Name: |

	Title:
STEPHEN RIDER

Signature page to Fourth Amended and Restated Convertible Debenture

by Americas Gold and Silver Corporation

46

DELBROOK RESOURCE OPPORTUNITIES FUND,

| by its investment manager DELBROOK CAPITAL ADVISORS INC.: | | | By: | |

| | Name: Matt Zabloski |

	Title: Investment Manager

| by and through DELBROOK RESOUCE OPPORTUNITES MASTER FUND GP | |

| LP, as general partner, acting through its general partner, DELBROOK RESOURCE OPPORTUNITIES MASTER FUND GP LTD | | | By: | |

| | Name: Matt Zabloski |

| | Title: Managing Director |

Signature page to Fourth Amended and Restated Convertible

Debenture by Americas Gold and Silver Corporation

47

SCHEDULE “A”

CONVERSION FORM

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

The undersigned as the Agent for the Lenders under the series of convertible debenture each dated December 15, 2023 (the “Debentures”) hereby requests the Corporation to convert $of the Indebtedness owing under the Debentures to, and subscribes for, Debenture Shares of the Corporation pursuant to the terms of the Debenture.

The undersigned Agent, on behalf of ■ (the “Holder”), represents, warrants and certifies as follows:

(a) as of the date hereof, the Holder (and any person it is acting jointly with), directly or indirectly, with their affiliates or associates, holds common shares in the capital of the Corporation; and

(b) the Holder has made all reasonable inquiries to ensure that the information provided in this Conversion Form is accurate.

If the conversion of the Indebtedness into Debenture Shares contemplated herein could materially affect the control of the Corporation (as defined in the Toronto Stock Exchange Company Manual), the Corporation may, in totality or in part, refuse such conversion. If the conversion of the Indebtedness into Debenture Shares contemplated herein would result in the Holder or its affiliates or associates, indirectly or directly, becoming a control person (as such term is defined in the Securities Act (Ontario)), the Corporation must first obtain the approval of the Toronto Stock Exchange (which for greater certainty, will require obtaining shareholder approval) prior to the issuance of such Debenture Shares. Any issuance of Debenture Shares pursuant to this Conversion Form is subject to the approval of the Toronto Stock Exchange, which for greater certainty, may require obtaining shareholder approval (as set out in Section 5.1 of the Debentures), including if the transaction could materially affect the control of the Corporation.

The Corporation will not issue Debenture Shares to the Holder or its affiliates or associates, indirectly or directly and may in totality or in part refuse such conversion, if such issuance of Debenture Shares would result in the Holder (and any person it is acting jointly with) or their affiliates or associates holding more than 9.99% of the total outstanding Common Shares on a non- diluted basis as of the date of the proposed issuance of such Debenture Shares unless and until, the Holder has delivered a personal information form or a declaration form in lieu of a personal information form to the Toronto Stock Exchange, and the Toronto Stock Exchange has approved such personal information form (or declaration) and the clearance of a background check to the satisfaction of the Toronto Stock Exchange.

A-1

To determine the Holder (and any person it is acting jointly with) and their affiliates’ or associates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis on the date of the proposed issuance of Debenture Shares pursuant to a conversion of Indebtedness into Debenture Shares, the Corporation shall apply the following formula:

	X =	HS + CS
		IPCS + CS
where:
	X =	the Holder (and any person it is acting jointly with) and their affiliates’ or associates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis following the proposed issuance of Debenture Shares pursuant to a conversion of Indebtedness into Debenture Shares
	HS =	the number of Common Shares held by the Holder (and any person it is acting jointly with) or their affiliates or associates, indirectly or directly prior to Conversion
	CS =	the number of Common Shares to be issued to the Holder (and any person it is acting jointly with) or their affiliates or associates, indirectly or directly pursuant to the Conversion of the Debenture Shares
	IPCS =	the total number of outstanding Common Shares on a non-diluted basis as of the date of the proposed issuance of Debenture Shares

Prior to issuing the Debenture Shares pursuant to this Conversion Form, the Corporation shall deliver to the undersigned as the Agent for the Holder, an executed certificate of a senior officer of the Corporation (i) certifying that such senior officer has verified the information provided in this Conversion Form and that, to the best of his/her knowledge, such information is accurate;

The Debenture Shares subscribed for will be issued as set forth below and will be mailed to the address set forth below.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this_______________________________ day of_________________________________ .

Royal Capital Management Corp.,

| by its authorized signatory/ies: | | | Per: | |

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

[Print below the name and address in full of the Person in whose name the Debenture Shares subscribed for are to be issued. If the Debenture Shares subscribed for are to be issued to more than one Person, similar information must be provided for each Person, as well as the number of Debenture Shares to be issued to each. (If any of the Debenture Shares are to be issued to any Person other than the Lenders, the holder must pay to the Corporation all requisite taxes.)]

Name:

Address:

A-2

SCHEDULE “B”

SAMPLE CALCULATIONS OF THE NUMBER OF DEBENTURE SHARES TO BE ISSUED ON CONVERSION

Example A

This Example A sets out a hypothetical working example of how the number of Debenture Shares to be issued on Conversion is to be calculated pursuant to the formula and the terms set out in Section 5.1 of this Debenture:

# of Debenture Shares Issued on Conversion	=	Conversion Amount Conversion Price

| Conversion Amount | = | $ | 1,000,000 |

| Conversion Price (assuming no adjustments under Section 5.3 of this Debenture) | = | $ | 0.85 |

| # of Debenture Shares Issued on Conversion ($1,000,000 / $0.85) | = | | 1,176,470 |

Example B

This Example B sets out a hypothetical working example of how the number of Debenture Shares to be issued on a Conversion is to be calculated pursuant to the formula and the terms set out in Section 5.1 of this Agreement, assuming an adjustment under Section 5.3 of this Agreement resulting from a 4:1 share consolidation in the number Common Shares outstanding following the Closing Date.

Adjusted Conversion Price	=	Conversion Price multiplied by X

| | | Y | | X (hypothetical number of Common Shares outstanding before the hypothetical 4:1 share consolidation or dividend) | = | 34,000,000 | | Y (hypothetical number of Common Shares outstanding before the hypothetical 4:1 share consolidation or dividend) | = | 8,500,000 | | # of Debenture Shares Issued on Conversion | = | Conversion Amount |

| | | Conversion Price | | Hypothetical Conversion Amount as set out in a Conversion Notice | = | $1,000,000 | | Conversion Price (before adjustment) | = | $0.85 | | Adjusted Conversion Price | = | $1.00 multiplied by 34,000,000 |

| | | 8,500,000 | | | = | $3.40 | | # of Debenture Shares Issued on Conversion ($1,000,000 / $3.40) | = | 294,117 |

B-1

SCHEDULE “C”

RETRACTION NOTICE

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

RE: RETRACTION BY: (the “Lender(s)”)

IN THE AMOUNT OF: $__________________ (the “Retraction Amount”) 1

The undersigned, as the Agent for the Lender(s) under the series of convertible debenture issued by the Corporation each dated December 15, 2023 (the “Debentures”), and pursuant to Section

2.3 of the Debentures, hereby requires the Corporation prepay the Retraction Amount on or before five (5) Business Days from the date of this notice.

The undersigned Agent, on behalf of the Lender(s), represents, warrants and certifies as follows:

(a) as of the date hereof, the Lender (and any person it is acting jointly with), directly or indirectly, with their affiliates or associates, holds common shares in the capital of the Corporation;

(b) the issuance of Debenture Shares to the Lender(s) in satisfaction of the Retraction Amount will not result in such Lender (and any person it is acting jointly with), together with their affiliates or associates, holding more than 9.99% of the total outstanding Common Shares on a non-diluted basis; and

(c) the Lender has made all reasonable inquiries to ensure that the information provided in this Conversion Form is accurate.

To determine the Lender’s percentage holdings of the total outstanding Common Shares on a non- diluted basis on the date of the proposed issuance of Debenture Shares pursuant to a satisfaction of Retraction Amounts by issuing Debenture Shares, the Corporation shall apply the following formula:

X = HS + CS

IPCS + CS

where:

X = the Lender’s (and any person it is acting jointly with,) and their associates’ or affiliates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis following the proposed issuance of Debenture Shares pursuant to the satisfaction of Retraction Amounts

_________________

^1^ The Retraction Amount not to exceed the aggregate of $500,000 for all debentures, plus amounts from prior months not previously required to be paid.

C-1

HS	=	the number of Common Shares held by the Lender (and any person it is acting jointly with) or their affiliates or associates, indirectly or directly prior to a Retraction Payment
CS	=	the number of Common Shares to be issued to the Lender or its affiliates or associates, indirectly or directly pursuant to the issuance of the Debenture Shares
IPCS	=	the total number of outstanding Common Shares on a non-diluted basis as of the date of the proposed issuance of Debenture Shares

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this day of .

Royal Capital Management Corp.,

| by its authorized signatory/ies: | | | Per: | |

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

Cash amount due on Retraction (if any):

Number of Shares Due on Retraction (if any):

(Attached to this retraction notice is the Bloomberg VWAP Calculation for the relevant period)

C-2

SCHEDULE “D”

ELECTION NOTICE

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

The undersigned, as the Agent for the Lenders under the series of convertible debenture issued by the Corporation each dated December 15, 2023 (the “Debentures”), hereby requires the Corporation advise of its election pursuant to Section 2.3 of the Debentures to make the Retraction Payments in cash or Common Shares. Please complete and sign the bottom portion of this form and return it to us within five (5) Business Days.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this day of .

Royal Capital Management Corp.,

| by its authorized signatory/ies: | | | Per: | |

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

To: Royal Capital Management Corp. (the “Agent”)

Pursuant to Section 2.3 of the Debentures, the Corporation elects to make Retraction Payments by way of [cash/Common Shares] until such time as it otherwise notifies the Agent.

DATED this day of .

Americas Gold and Silver Corporation,

| by its authorized signatory/ies: | | | Per: | |

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

D-1

SCHEDULE “E”

QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES

The state of Idaho filed a civil enforcement action against U.S. Silver - Idaho in state court on March 24, 2023. The Idaho Conservation League (“ICL”) filed a civil enforcement action against U.S. Silver - Idaho in Federal Court on March 30, 2023. The actions allege certain violations of the terms and conditions of an Idaho Pollutant Discharge Elimination System Permit. The Company has settled the state enforcement action and, as a result, has moved to dismiss the ICL action**.** The Company does not believe the allegations, as and when resolved, will have a material impact on the Galena Project.
On March 14th, 2023, the Mexican subsidiary Minera Cosala, S.A. de C.V. filed before the Secretariat of Environment and Natural Resources (SEMARNAT) an application to obtain in due course a current Environmental Impact Authorization (MIA). As required, the application filed contains a description of the project regarding the operation and maintenance of the Los Braceros Mill, further to the objective of continuing in the ordinary course with operating activities in the Mill and tailing dam facilities. The technical documentation needed to comply with said project, the publication of the permit application in a local newspaper, as required by Law and the paid fees have been or will be filed before SEMARNAT to sustain the application or otherwise as requested by the Federal Attorney for Environmental Protection (PROFEPA).
On April 11, 2023, a fatal accident occurred underground at the Galena Project when a miner was struck by falling ground. The Company is working closely with the Mine Safety and Health Administration (MSHA) while the accident investigation is underway. The Mine is currently operational, and the Company does not believe the incident or its investigation, as and when resolved, will have a material impact on the Galena Project.

E-1

usas_ex45.htm EXHIBIT 4.5

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2023.

FOURTH AMENDED AND RESTATED CONVERTIBLE DEBENTURE AMERICAS GOLD AND SILVER CORPORATION

October 30, 2023

TABLE OF CONTENTS

ARTICLE I INTERPRETATION	2
ARTICLE II PROMISE TO PAY	13
ARTICLE III INTEREST	18
ARTICLE IV RANK AND SECURITY	19
ARTICLE V CONVERSION OF DEBENTURE	21
ARTICLE VI REPRESENTATIONS AND WARRANTIES	26
ARTICLE VII CONDITIONS PRECEDENT	34
ARTICLE VIII DEFAULT	37
ARTICLE IX WAIVER	40
ARTICLE X OTHER RIGHTS OF THE LENDER	40
ARTICLE XI THE AGENT AND THE LENDERS	41
ARTICLE XII MISCELLANEOUS	49
ARTICLE XIII NOTICE	51
SCHEDULE “A”
SCHEDULE “A” – CONVERSION FORM	A-1
SCHEDULE “B” – SAMPLE CALCULATIONS	B-1
SCHEDULE “C” – RETRACTION NOTICE	C-1
SCHEDULE “D” – ELECTION NOTICE	D-1
SCHEDULE “E” – QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES	E-1

Principal Amount: CDN$8,700,000

Lender: Delbrook Resource Opportunities Master Fund LP (the “Additional Lender”)

Registered Account: GundyCo ITF A/C #515-00848-29 (the “Registered Account”)

THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURE

AMERICAS GOLD AND SILVER CORPORATION

WHEREAS the Corporation (as hereinafter defined) issued a series of secured convertible debentures, in an aggregate principal amount of CDN$12,500,000 offered by the Corporation (the “Original Series of Debentures”) to the Original Lenders;

AND WHEREAS the Corporation amended and restated the terms of the Original Series of Debentures pursuant to amended and restated convertible debentures issued on November 26, 2021 (the “First Amended and Restated Debenture”) in the aggregate principal amount of CDN$18,750,000 (the “First Amended and Restated Series of Debentures”);

AND WHEREAS the Corporation amended and restated the terms of the First Amended and Restated Series of Debentures pursuant to amended and restated convertible debentures issued on October 20, 2022, in the aggregate principal amount of CDN$19,000,000 (the “Second Amended and Restated Series of Debentures”);

AND WHEREAS pursuant to retraction notices issued under the Second Amended and Restated Series of Debentures, the principal amount of the Second Amended and Restated Series of Debentures was reduced by CDN$2,700,000, such that the aggregate principal amount outstanding under the Second Amended and Restated Series of Debentures as of the date hereof is CDN$16,300,000;

AND WHEREAS, the Corporation and the Original Lenders amended and restated the terms of the Second Amended and Restated Series of Debentures as set out in the Third Amended and Restated Convertible Debenture (such Second Amended and Restated Series of Debentures as amended is hereinafter referred to as the “Series of Debentures”), and issued the Third Amended and Restated Convertible Debenture to the Additional Lenders on June 21, 2023 (the “Original Delbrook Debenture”) under the Series of Debentures in an aggregate principal amount of CDN$8,000,000 (the “Delbrook Principal Amount”), advanced in two tranches, for an aggregate principal amount of CDN$24,300,000 under the Series of Debentures;

AND WHEREAS pursuant to the Third Amended and Restated Convertible Debentures, the Additional Lenders collectively advanced the Delbrook Principal Amount in two tranches, with the Additional Lenders advancing an initial CDN$3,000,000 principal amount in the aggregate pursuant to a first tranche of the Third Amended and Restated Convertible Debenture (the “First Tranche Advance”) and then the Additional Lenders collectively advancing the remaining CDN$5,000,000 of the Delbrook Principal Amount pursuant to a second tranche of the Third Amended and Restated Convertible Debenture (the “Second Tranche Advance”), in each case subject to the satisfaction of the conditions set out therein;

AND WHEREAS the Parties hereto wish to further amend the Third Amended and Restated Convertible Debenture by issuing this Fourth Amended and Restated Convertible Debenture under the Series of Debentures to the Additional Lender pursuant to the terms set out herein, wherein the Additional Lenders will collectively advance a principal amount of CDN$2,000,000 (the “Delbrook Additional Principal Amount”) on or about the date hereof, subject to the satisfaction of the conditions set out herein.

NOW THEREFORE, the Corporation, the Additional Lenders, the Original Lenders and the other parties hereto hereby agree to issue this Debenture on the following terms:

ARTICLE I

INTERPRETATION

(a) “Additional Lender” has the meaning ascribed to that term on page one hereof;

(b) “Additional Lenders” means each of Delbrook Resource Opportunities Fund and Delbrook Resource Opportunities Master Fund LP, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(c) “Affiliate” means, in relation to any Person, any other Person controlling, controlled by, or under common control with such first mentioned Person;

(d) “Agent” means Royal Capital Management Corp., its successors and assigns, as agent for the Lenders hereunder;

(e) “AML Legislation” has the meaning ascribed to that term in Section 12.11 hereof;

(f) “Anti-Bribery Laws” means the Corruption of Foreign Public Officials Act(Canada), the Foreign Corrupt Practices Act(United States), and any other anti- bribery, anti-corruption or conflict of interest statute, rule, regulation, order, decree or other law applicable to the Corporation;

(g) “Anti-Terrorism Laws” has the meaning ascribed to that term in Section 6.1(jj) hereof;

(h) “Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law (including, without limitation, Anti-Bribery Laws), regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a Person or any of its properties, assets, business or operations;

(i) “Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Provinces of British Columbia or Ontario;

2

(j) “Change of Control” means, (A) the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any person or group of other persons acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Corporation, measured by voting power rather than number of shares; or (ii) acquires control of the Corporation; provided that, in all cases, a Change of Control shall not include any transaction where a majority of the management of the Corporation prior to the transaction remains in control of management after the transaction and a majority of board members of the Corporation prior to the transaction remain on the board after the transaction; or (B) the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any other person or group of other persons (other than the Person who, as of the Closing Date, own all of the issued and outstanding shares in the capital of such company) acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of a Guarantor, U.S. Silver & Gold Inc., U.S. Silver Corporation, U.S. Silver – Idaho, Inc., Pershing Gold Corporation, Gold Acquisition Corp., Pershing Royalty Company, Blackjack Gold Corp., Minera Cosalá S.A de C.V., Scorpio Holding One Limited or Scorpio Holding Two Limited measured by voting power rather than number of shares; or (ii) acquires control of a Guarantor, U.S. Silver & Gold Inc., U.S. Silver Corporation, U.S. Silver – Idaho, Inc., Pershing Gold Corporation, Gold Acquisition Corp., Pershing Royalty Company, Blackjack Gold Corp., Minera Cosalá S.A de C.V., Scorpio Holding One Limited or Scorpio Holding Two Limited;

(k) “Claim” means any claim, demand, action, cause of action, damage, loss, cost, liability or expense, including reasonable legal fees;

(l) “Closing Date” means the date of this Debenture;

(m) “Collateral” means the Guarantor Share Collateral and any other assets that may be hereafter pledged as security for any guarantee of the obligations of the Corporation hereunder;

(n) “Common Shares” means freely trading common shares of the Corporation as such shares are constituted on the date hereof;

(o) “control” means the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a Person, whether by ownership of securities, by contract or otherwise; and “controls”, “controlling”, “controlled by” and “under common control with” have corresponding meanings;

(p) “Conversion” has the meaning ascribed to that term in Section 5.1 hereof;

3

(q) “Conversion Amount” has the meaning ascribed to that term in Section 5.1 hereof;

(r) “Conversion Notice” has the meaning ascribed to that term in Section 5.1 hereof;

(s) “Conversion Price” means CDN $0.80, subject to adjustment in accordance with Section 5.2;

(t) “Corporation” means Americas Gold and Silver Corporation, a corporation existing under the federal laws of Canada, and its successors and permitted assigns;

(u) “Cosalá Operations” has the meaning ascribed to that term in Section 2.4(u) hereof;

(v) “this Debenture”, the “Debenture”, “herein”, “hereby”, “hereof”, “hereto”, “hereunder” and similar expressions mean or refer to this third amended and restated convertible, secured debenture and any debenture, deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof; the “Debenture” means this Debenture;

(w) “Debenture Shares” means the Common Shares issuable upon the Conversion of the Debenture;

(x) “Debt” means, with respect to any Person, without duplication:

(ii) an obligation under a capital lease, including liabilities in respect of capital leases incurred by such Person in connection with sale/leaseback transactions;

(iv) a contingent obligation to the extent that the primary obligation so guaranteed would be classified as “Debt” (within the meaning of this definition) of the primary obligor;

(vi) purchase money obligations of such Person;

4

(y) “Delbrook Principal Amount” has the meaning ascribed to that term on page one hereof;

(z) “Delbrook Additional Principal Amount” has the meaning ascribed to that term on page two hereof;

(aa) “Diligence Session” means a due diligence session to be held prior to closing of the Second Tranche Advance, during which the Corporation will make available its directors, senior management, advisors, auditors, technical consultants and legal counsel to answer any questions which the Additional Lenders may have, acting reasonably, in connection with the entry into the Debenture;

(bb) “Election Notice” means the form attached hereto as Schedule “D”;

(cc) “Encumbrance” means any mortgage, deed of trust, pledge, lien, assignment by way of security, charge, collateral right, option, right of first refusal, right of first option, royalty (to the extent constituting an interest in real property), security interest, trust arrangement in the nature of a security interest, conditional sale or other title retention agreement, equipment trust, lease financing including by way of sale and lease-back, hypothec, levy, execution, seizure, attachment, garnishment, preferential right or adverse claim constituting an interest in property, or any other encumbrance of any nature and kind;

(dd) “Environment” means the system of natural and artificial or man induced elements such as air (including air in buildings, natural or made-made structures below or above ground), water (including water under or within land or in drains and sewers and coastal and inland waters and water bodies or recipient bodies) and land (including soil whether at or below surface) wetland, sediment, soil or subsurface strata, and natural resources and the environment as defined in any Environmental Laws;

(ee) “Environmental Laws” means all Applicable Laws relating to the protection of the Environment, including air, soil, surface water, ground water, forest, flora, wildlife, or to public health and safety, and includes those Environmental Laws that regulate, ascribe, provide for or processing, distribution, transport, handling, storage, removal, treatment, disposal, emission, pertain to liabilities or obligations in relation to the existence, use, production, manufacture, construction, alteration, use or operation, demolition or decommissioning of any facilities, discharge, migration, seepage, leakage, spillage or release of Hazardous Substances or the mining projects, or other real or personal property;

(ff) “Events of Default” has the meaning ascribed to that term in Section 8.1 hereof, and “Event of Default” means any one of such events;

5

(gg) “Excluded Taxes” means Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case, imposed as a result of the Agent or the Lenders being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing the Tax (or any political subdivision of the jurisdiction);

(hh) “First Additional Advance” means the advance of the First Additional Principal Amount by the Original Lenders to the Corporation pursuant to the terms of the First Amended and Restated Series of Debentures;

(ii) “First Additional Principal Amount” means the amount advanced by the Original Lenders to the Corporation under the First Amended and Restated Series of Debentures;

(jj) “First Amended and Restated Series of Debentures” has the meaning ascribed to that term on page one hereof;

(kk) “First Tranche Advance” has the meaning ascribed to that term on page one hereof;

(ll) “Foreign Official” has the meaning ascribed to that term in Section 6.1(kk) hereof;

(mm) “Governmental Authority” means any federal, state, provincial, territorial or local government, agency, department, ministry, authority, tribunal, commission, official, court or securities commission;

(nn) “Guarantee” has the meaning ascribed to that term in Section 4.2(a)(i) hereof;

(oo) “Guaranteed Obligations” has the meaning ascribed to that term in Section 4.2(a)(iii) hereof;

(pp) “Guarantor Share Collateral” has the meaning ascribed to that term in Section 4.2(a)(ii) hereof, together with any other share capital or other equity ownership interests subject to any Guarantor Share Pledge Agreement;

(qq) “Guarantor Share Pledge Agreement” has the meaning ascribed to that term in Section 4.2(a)(ii) hereof, together with any other security over share capital or other equity ownership interests granted by any Guarantor;

(rr) “Guarantors” shall mean United States Silver, Inc., Scorpio Holding One Limited and any Person who grants a guarantee to the Agent of the obligations of the Corporation hereunder, together with their respective successors and assigns, and “Guarantor” shall mean any one of them. At the Closing Date, United States Silver, Inc. and Scorpio Holding One Limited shall be the only Guarantors;

6

(ss) “Hazardous Substance” means any waste, substance or material whether in a solid, liquid or gaseous form or any constituent thereof that is of a corrosive, reactive, explosive, toxic, flammable or biologically infections nature, or is capable of causing harm to or has a deleterious effect on the Environment or human health or that has been mixed with substances or materials with such characteristics which causes or is capable of causing harm to or has a deleterious effect on the Environment or human health or any other substances currently regulated or defined as hazardous or harmful in any Environmental Laws, including those listed or characterized as “hazardous” under Mexican Official Norms NOM-052- SEMARNAT-2005, and NOM-053- SEMARNAT-1993, Mexico’s Ley General para la Prevention Integral de los Residuos and its Regulations (Reglamento de la Ley General para la Prevention Integral de los Residuos);

(tt) “Hold Period” means the period commencing with Closing Date and continuing for four (4) months;

(uu) “Indebtedness” has the meaning ascribed to that term in Section 2.1 hereof;

(x) “Indemnified Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Corporation or any Guarantor under this Debenture or under any of the Security Documents;

(ww) “Insolvency Law” shall mean, to the extent applicable

(i) the Bankruptcy and Insolvency Act (Canada);

(ii) the Companies’ Creditors Arrangement Act (Canada);

(iii) the Winding-up and Restructuring Act (Canada);

(iv) the United States Bankruptcy Code; or

(v) any applicable similar federal, provincial, state, local or foreign bankruptcy or insolvency law,

in each case as now constituted or hereafter amended or enacted;

(xx) “Intercreditor Agreement” means the intercreditor agreement (as may be further amended, restated, amended and restated, supplemented, replaced, or otherwise modified from time to time, between the Agent, the Original Lenders and the Additional Lenders dated on or about the date hereof;

(yy) “Lender” means any of Mark Shoom, Stephen Rider, or the Additional Lenders, as identified on page one hereof, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

7

(zz) “Lender’s Portion” means, for any of the Lenders, the proportion of the Principal Amount (as defined in the debenture issued under the Series of Debentures to such of the Lenders) advanced by such Lender to the aggregate of all Principal Amounts (as defined in each of the debentures issued under the Series of Debentures) advanced under all debentures issued under the Series of Debentures;

(aaa) “Lenders” means each of Mark Shoom, Stephen Rider, and the Additional Lender, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(bbb) “Material Adverse Effect” means any event, occurrence, change or effect that, when taken together with all other events, occurrences, changes or effects, would or would reasonably be expected to materially limit, restrict or impair the ability of the Corporation or any Guarantor to perform its obligations under any of the Transaction Documents;

(ccc) “Maturity Date” means July 1, 2024, subject to extension pursuant to Section 2.5;

(ddd) “Mining Properties” means all right, title and interest of the Corporation or any of its Affiliates in any patented claims, fee lands, mineral or mining leases or licenses, subsurface rights, extra-lateral rights, and unpatented mining and millsite claims and all accessions and successions thereto, whether created privately or through government action, mineral rights and surface rights, whether owned, leased or subleased, easements, rights-of-way, access rights, surface rights and surface use agreements and any other right, title or interest to use the surface estate;

(eee) “OFAC” has the meaning ascribed to that term in Section 6.1(ll) hereof;

(fff) “Original Advance” means the advance of the Original Principal Amount by the Original Lenders to the Corporation pursuant to the terms of the Original Series of Debentures;

(ggg) “Original Closing Date” means April 28, 2021;

(hhh) “Original Guaranteed Obligations” has the meaning ascribed to that term in Section 4.2(a)(i) hereof;

(iii) “Original Lenders” means each of Mark Shoom and Stephen Rider, together with their successors, assigns, heirs, executors, trustees, administrators, and personal and legal representatives;

(jjj) “Original Principal Amount” means the amount advanced by the Original Lenders to the Corporation under the Original Series of Debentures;

(kkk) “Original Series of Debentures” has the meaning ascribed to that term on page one hereof;

8

(lll) “PATRIOT Act” means the “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Title III of Pub. L. 107-56 (signed into law October 26, 2011));

(mmm)“Permitted Debt” means:

(i) normal day to day trade credit arrangements;

(ii) Debt incurred in the ordinary course of business in respect of amounts due or accruing due to Governmental Authorities;

(iii) Debt existing on the Closing Date, including any extension, amendment or refinancing of such Debt;

(nnn) “Permitted Encumbrances” means any Encumbrance constituted by the following:

(iv) rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances, surface access rights or other restrictions as to the use of the Mining Properties, which do not in the aggregate materially detract from the use of the Mining Properties for the purpose of conducting and carrying out mining operations thereon;

9

(v) liens or other rights granted by the Corporation or any of its Affiliates to secure performance of statutory obligations or regulatory requirements (including reclamation obligations);

(vi) Encumbrances as security for the payment and performance of this Debenture;

(x) Encumbrances over a portion of the Relief Canyon Mine to be granted in favour of Royal Gold Inc. and its Affiliates in respect of the existing royalty; and

(xi) Encumbrances existing on the Closing Date to secure any Permitted Debt;

(ooo) “Person” means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal

representative, or any group or combination thereof;

(ppp) “Principal Amount” means the amount shown on page one hereof beside the term Principal Amount as advanced to the Corporation by the Additional Lender pursuant to the terms hereof, as may be reduced by redemption, retraction or other terms of this Debenture;

10

(qqq) “Redemption Amount” has the meaning ascribed to that term in Section 2.2 hereof;

(rrr) “Redemption Date” has the meaning ascribed to that term in Section 2.2 hereof;

(sss) “Redemption Premium” has the meaning ascribed to that term in Section 2.2 hereof;

(ttt) “Registered Account” has the meaning ascribed to that term on page one hereof;

(uuu) “Remediation Action” means all actions necessary to comply with or discharge any obligation under Environmental Laws to (i) clean up, remove, treat, restore, contain, abate, cover or in any way adjust Hazardous Substances in the indoor or outdoor environment; (ii) prevent or control the release of Hazardous Substances so that they do not migrate or endanger or threaten to endanger public health or welfare or the Environment; (iii) perform remediation studies, investigations, restoration and post-remediation studies (or post-cleanup care), assessments, testing, investigations and monitoring on, about or in the mining lots covered by the Cosalá Operations and any other properties; and the term “Remediate” (when used as a verb) means to conduct a Remediation Action;

(vvv) “Required Lenders” means, as of the date of determination thereof, Lenders having made advances greater than 75% of the principal amount advanced under all debentures issued under the Series of Debentures; provided that if there are only two Lenders, then “Required Lenders” shall mean both Lenders;

(www) “Restricted Person” has the meaning ascribed to that term in Section 6.1(ll) hereof;

(xxx) “Retraction Notice” means the form attached hereto as Schedule “C”;

(yyy) “Retraction Payment” has the meaning ascribed to that term in Section 2.3 hereof;

(zzz) “Sanctions” means sanctions imposed, administered or enforced, as applicable, pursuant to Executive Order of the President of the United States, by the U.S. Department of the Treasury, OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority;

(aaaa) “Second Additional Advance” means the advance of the Second Additional Principal Amount by the Original Lenders to the Corporation pursuant to the terms of the Second Amended and Restated Series of Debentures;

(bbbb) “Second Additional Principal Amount” means the amount advanced by the Original Lenders to the Corporation under the Second Amended and Restated Series of Debentures;

(cccc) “Second Amended and Restated Series of Debentures” has the meaning ascribed to that term on page one hereof;

11

(dddd) “Second Tranche Advance” has the meaning ascribed to that term on page one hereof;

(eeee) “Security Documents” means the Guarantees, the Guarantor Share Pledge Agreements, and any other security agreement, instrument or document contemplated to be delivered to the Agent under this Debenture as security for the obligations of the Corporation hereunder;

(ffff) “Series of Debentures” has the meaning ascribed to that term on page one hereof;

(gggg) “Tax” or “Taxes” means all taxes, assessments and other governmental charge, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any federal, provincial, state or local government, or any agency or political subdivision of any such government, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), non-resident withholding taxes, sales and use taxes, branch profit taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, net proceeds of mine taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing; and

(hhhh) “Transaction Documents” means, collectively, this Debenture and the Security Documents.

1.3 Numbering of Articles, etc. Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Debenture.

12

1.6 Currency. All references to dollars, CDN or to “$” shall be references to Canadian dollars unless otherwise specified.

ARTICLE II

PROMISE TO PAY

2.1 Indebtedness. The Corporation hereby promises and covenants to pay to the Agent, for the benefit of the Lender,

(a) the outstanding Principal Amount on the Maturity Date or sooner in accordance with Sections 2.2 or 8.2 or upon such other date as specified herein, subject to the reduction of such Principal Amount from time to time upon the exercise of the Conversion rights set out in ARTICLE V hereof, the early redemption pursuant to Section 2.2 hereof, or the retraction rights set out in Section 2.3 hereof;

(b) interest on the Principal Amount owing by the Corporation to the Lender hereunder, all as specifically calculated hereunder; and

(c) all other monies which may be owing by the Corporation to the Agent or the Lender pursuant to the Transaction Documents,

(collectively, the “Indebtedness”).

Notice of redemption shall state:

(a) the Redemption Amount; and

(b) the Redemption Date.

13

2.3 Retraction. Commencing with the second calendar month commencing following the Closing Date, the Agent may from time to time subject to Section 5.1, at the direction of the Lender, deliver to the Corporation a completed Retraction Notice requiring the Corporation to prepay, and the Corporation shall prepay, up to the Lender’s Portion of $500,000 of the Principal Amount as specified in the Retraction Notice (the “Retraction Payment”) in any calendar month, for payment on the date specified in the notice. Such Retraction Notice must be delivered to the Corporation not less than five (5) Business Days prior to the date of repayment specified therein. Notwithstanding such limit of the Lender’s Portion of $500,000 per calendar month, the option of the Lenders to require a Retraction Payment is cumulative, and the Agent may include in any Retraction Notice any amounts not previously required to be repaid or included in a Retraction Notice from prior months (the “Cumulative Retraction Payments”). The Corporation may, at its option, satisfy any Retraction Payment either in cash or, subject to Section 5.3 hereof and only after the Hold Period, by issuing such number of Common Shares equal to the amount required to be prepaid divided by 95% of the 20 day weighted average price of the Common Shares on the Toronto Stock Exchange for the 20 trading days immediately prior (but not including) the date of the notice for prepayment. Within two (2) Business Days of receipt by the Corporation of an Election Notice from the Agent, the Corporation shall advise the Agent of its election for satisfying the Retraction Payment by cash or Common Shares by completing and returning the Election Notice to the Agent, and, notwithstanding the foregoing option, the Corporation shall satisfy the Retraction Payment under all debentures issued under the Series of Debentures by the elected method until it notifies the Agent otherwise.

(a) if the Lenders exercises their right to convert the Debenture in whole pursuant to Article V, the date of such Conversion;

14

(c) the date the Principal Amount and all accrued interest has been paid in full in accordance with any other provision of this Debenture,

that the Corporation will, and cause each Guarantor to, at all times:

(d) to obtain the conditional and final approval of the Toronto Stock Exchange and the NYSE American for the listing of the Debenture Shares within 14 days of the Closing Date;

(e) perform all covenants required to be performed by it, as provided in this Debenture;

(f) use the proceeds of the Original Advance, the First Additional Advance and the Second Additional Advance to finance working capital;

(g) use the proceeds of the First Tranche Advance and Second Tranche Advance, together with the proceeds of all other debentures issued pursuant to the Series of Debentures, as follows:

(i) to pay outstanding Taxes in Mexico in respect of the Cosala Operations, including income tax, VAT payables and applicable mining taxes;

(ii) to pay outstanding Galena Mine payables in support of operations, including hoist installation vendors;

(iii) to purchase directors and officers’ insurance; and

(iv) the balance of the Second Tranche Advance will be used to finance working capital requirements and general corporate purposes;

(h) do all things necessary or advisable to maintain its corporate existence;

(i) not merge, amalgamate or consolidate with another entity or reincorporate, reconstitute into or as another entity unless at the time of such merger, amalgamation, consolidation, reincorporation or reconstitution the resulting, surviving or transferee entity assumes, in writing, in favour of the Agent and the Lenders (including assumption by operation of law) all obligations of the Corporation under this Debenture;

(j) to the extent that it is reasonably able to, notify and consult with the Agent upon the occurrence of any event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. The Corporation shall seek to comply with this paragraph, to the extent commercially reasonable and permitted by Applicable Law, prior to any public announcement regarding the matter;

(k) at all times prior to a Change of Control, if any, maintain its status as a reporting issuer under the Securities Act (Ontario) and maintain the listing of its Common Shares on the Toronto Stock Exchange;

15

(l) pay and discharge when due all Taxes, assessments and other governmental charges imposed upon it, upon its property or any part thereof, or upon its income or profits or any part thereof, except Taxes, assessments or other governmental charges not yet past due or that are being contested in good faith by appropriate proceedings, or where the failure to pay or discharge the same would not reasonably be expected to have a Material Adverse Effect;

(m) to obtain (to the extent not in existence on date hereof), all approvals from Governmental Authorities necessary for the operation of their business as presently conducted and comply in all material respects with the covenants, terms and conditions set out in such approvals to the extent that failure to so obtain or non- compliance, individually or in the aggregate, could reasonably be expected have a Material Adverse Effect;

(n) indemnify and hold harmless the Agent and each of the Lenders and their respective directors, officers, employees and agents in respect of any costs (including for greater certainty legal costs), losses, damages, expenses, judgments, suits, claims, awards, fines, sanctions and liabilities whatsoever (including any costs or expenses of preparing any environmental assessment report or such other reports) arising out third party Claims in respect of any breach of Environmental Laws by the Corporation or any Guarantor, including the release of any hazardous or toxic waste or other substance into the Environment from or on to the Corporation’s or any Guarantor’s property or otherwise by the Corporation or any Guarantor, including the costs and expenses relating to any remedial action taken by the Agent or the Lenders with respect to such release required by any Governmental Authority. This indemnity shall survive repayment of the amounts owing under this Debenture and termination of this Debenture;

(o) comply with the requirements of all Applicable Laws, rules, regulations and orders of any Governmental Authority, non-compliance with which might materially adversely affect the financial condition or operations of the Corporation, except that the Corporation need not comply with a requirement then being contested by it in good faith by appropriate proceedings or to the extent that any failure to so comply would not reasonably be expected to have a Material Adverse Effect;

(p) cause all their property which is of a character usually insured by companies operating like businesses, to be properly insured and kept insured with reputable insurers against loss or damage by fire or other hazards of the nature and to the extent that such properties are usually insured by companies operating like businesses and the Corporation will forthwith notify the Agent upon the happening of any significant loss and shall duly and punctually pay all premiums and other sums of money for maintaining such insurance;

(q) pay all of their trade debts or other accounts payable, whether outstanding on the Closing Date or thereafter created, incurred, assumed or guaranteed by them, when due and payable, except such trade debt or accounts payable that are being contested in good faith by appropriate proceedings, or where the failure to pay or discharge the same, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

16

(r) actively and diligently contest or cause to be contested in good faith by appropriate and timely proceedings or effect a timely and provident settlement of any action, suit, litigation or other proceeding or any writ of execution, attachment or similar process issued or levied against all, or a substantial portion of its property or the property, the result of which, if adversely determined, could have a Material Adverse Effect;

(s) not, without the prior written consent of the Agent, directly or indirectly, create, grant, assume, or permit to exist any Debt, other than Permitted Debt;

(t) not, without the prior written consent of the Agent, directly or indirectly, create, grant, assume, or permit to exist any Encumbrance on any of their assets and properties, or any assets and properties of any of their subsidiaries, other than Permitted Encumbrances, unless (1) the same Encumbrance is granted to the Agent, if not already included in the Security Documents, in priority to any other person as additional security for the Corporation’s obligations under this Debenture or a Guarantor’s obligations under its Guarantee; provided that if a subsidiary of the Corporation that wishes to grant such Encumbrance is not a Guarantor under this Debenture, the Corporation shall cause such subsidiary to enter into such documents and instruments as are required by the Agent to grant such Encumbrance to the Agent, (2) any such Encumbrance granted to another Person is subordinated to the Encumbrance granted to the Agent, (3) the enforcement of any such Encumbrance by such other person is postponed upon the occurrence of any Event of Default, and (4) such other person enters into an acceptable inter-creditor agreement with the Agent on terms and conditions satisfactory to the Agent, acting reasonably;

(u) not convey, sell, assign, transfer, distribute or otherwise dispose of the Collateral or, without the prior written consent of the Agent, such consent not to be unreasonably withheld, all or substantially all of the assets or properties comprising any of (i) the Cosalá operations, including the San Rafael silver-zinc-lead mine, in Sinaloa Mexico (the “Cosalá Operations”), (ii) the Relief Canyon gold mine in Nevada, United States, (“Relief Canyon Mine”) or (iii) the Galena complex in Idaho, United States, including the Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley;

(v) not to grant, create or suffer to exist any royalty over the mining concession forming part of the Cosalá Operations, other than royalties payable to a Governmental Authority or royalties payable to Sandstorm Gold Ltd., existing as of the Closing Date;

(w) not cease to carry on the business currently being carried on by them at the Original Closing Date, being the evaluation, acquisition, exploration, development and operation of precious and polymetallic mineral properties and business incidental thereto (which, for greater certainty, shall not affect the Corporation’s decision to cease exploration, development or operations of a particular mineral project from time to time in accordance with the Corporation’s business strategy);

17

(x) not (i) engage in or conspire to engage in, and will not permit any of their subsidiaries to engage in or conspire to engage in, any transaction that evades or avoids, or has the purpose of evading or avoiding, or otherwise violates any applicable Anti-Terrorism Law, Anti-Bribery Law or Sanctions law, (ii) cause or permit any of the funds that are used to repay the Indebtedness to be derived from any unlawful activity with the result that the Agent, the Lenders or the Corporation would be in violation of any Applicable Law, (iii) use any part of the proceeds of the Original Advance, the First Additional Advance, the Second Additional Advance, the First Tranche Advance or the Second Tranche Advance, directly or indirectly, for any conduct that would cause the representations and warranties in Section 6.1(kk) and Section 6.1(ll) to be untrue as if made on the date any such conduct occurs, or (iv) alter their articles, by-laws or other constating documents in a manner that would be materially prejudicial to the Agent or the Lenders, or change their jurisdiction of incorporation or formation without first giving the Agent ten (10) Business Days’ prior written notice; and

(y) until the date of the Second Tranche Advance, use all commercially reasonable efforts to assist the Additional Lenders in conducting and completing their diligence review, including holding the Diligence Session as soon as possible and in promptly providing any documents, correspondence or other materials reasonably requested by the Additional Lenders.

2.6 To Give Notice of Event of Default. When any Event of Default has occurred, the Corporation will deliver to the Agent and the Lender by hand delivery, facsimile or other electronic transmission (including email) a notice signed by an authorized officer of the Corporation specifying such event, notice or other action within three (3) Business Days of an officer or director becoming aware of such Event of Default unless such Event of Default will have been cured or waived within such period.

ARTICLE III

INTEREST

3.1 **Calculation and Payment of Interest, etc.**The Corporation shall pay interest on the Principal Amount, which shall accrue beginning from (and including) the date of the applicable advance, to (but excluding) the date of repayment of the Principal Amount in full, at the rate of 11.0% per annum, calculated annually and payable monthly in arrears on the last day of each calendar month. All interest due on this Debenture will be payable in cash by wire transfer to the account designated to the Corporation by the Agent in writing from time to time. Interest will be calculated on the basis of a year of 365 or 366 days, as applicable.

18

3.3 Withholdings Tax.

Any and all payments by or on account of amounts owing under any of the Transaction Documents must be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of the Corporation) requires the deduction or withholding of any Tax from any such payment by the Corporation or any Guarantor (as determined in the good faith discretion of the Corporation), the Corporation or such Guarantor, as the case may be, may make the deduction or withholding and must timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, the sum payable by the Corporation or such Guarantor, as the case may be, will be increased as necessary so that after the deduction or withholding has been made (including deductions and withholdings applicable to additional sums payable under this Section) the Agent on behalf of the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

ARTICLE IV

RANK AND SECURITY

4.2 Security.

(a) The Agent and the Lenders acknowledge that on or prior to June 21, 2023:

(i) they received from each Guarantor a guarantee (each a “Guarantee”) in favour of the Agent for the benefit of the Original Lenders, in a form and substance satisfactory to the Agent, acting reasonably, acknowledging the material benefits to each Guarantor arising directly or indirectly pursuant to the Second Amended and Restated Series of Debentures, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by the Corporation under the Second Amended and Restated Series of Debentures (the “Original Guaranteed Obligations”);

19

(ii) each Guarantor granted, as security for the Original Guaranteed Obligations, to and in favour of the Agent for the benefit of the Lenders, first ranking charges and security interests in, to and over (i) in the case of United States Silver, Inc. all present and after-acquired share capital or other equity ownership interests of U.S. Silver – Idaho, Inc. owned or held by such Guarantor, and (ii) in the case of Scorpio Holdings One Limited, all present and after-acquired share capital or other equity ownership interests of Minera Cosalá S.A. de C.V. owned or held by such Guarantor (collectively, the “Guarantor Share Collateral”), pursuant to one or more agreements (collectively, the “Guarantor Share Pledge Agreements”) in form and substance satisfactory to the Agent, acting reasonably;

(iii) they received from United States Silver, Inc., an amended and restated guarantee in favour of the Agent for the benefit of the Lenders, in a form and substance satisfactory to the Agent, acting reasonably, acknowledging the material benefits to United States Silver, Inc., arising directly or indirectly pursuant to this Third Amended and Restated Convertible Debenture, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, and irrevocably and unconditionally guaranteeing the prompt and complete payment, observance and performance of all of the terms, covenants, conditions and provisions to be observed or performed by the Corporation under this Third Amended and Restated Convertible Debenture, and which principal amount may be increased by further amendment (as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Guaranteed Obligations”); and

(iv) they received from United States Silver, Inc., an amendment and restatement of the applicable Guarantor Share Pledge Agreement granted in favour of the Agent for the benefit of the Lenders to secure the Guaranteed Obligations, in form and substance satisfactory to the Agent, acting reasonably.

(b) The Agent and the Lenders acknowledge that, within 30 days of June 21, 2023, the Corporation caused Scorpio Holding One Limited and Mr. Warren Varga, to:

(i) execute and deliver an amended and restated guarantee in favour of the Agent for the benefit of the Lenders, in a form and substance satisfactory to the Agent and the Additional Lenders, acting reasonably, acknowledging the material benefits to Scorpio Holding One Limited arising directly or indirectly pursuant to this Series of Debentures, as may be further amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, and irrevocably and unconditionally guaranteeing the Guaranteed Obligations under this Series of Debentures, and which principal amount may be increased by further amendment;

20

(ii) grant an amendment or amendment and restatement of the applicable Guarantor Share Pledge Agreement in favour of the Agent for the benefit of the Lenders to secure the Guaranteed Obligations, in form and substance satisfactory to the Agent and the Additional Lenders, acting reasonably; and

(iii) provide to the Agent a certificate of status, officer’s certificate and opinion letters substantially similar to those contemplated by Section 7.1(b) for such documents.

ARTICLE V

CONVERSION OF DEBENTURE

5.1 Conversion. At any time after the Hold Period, the Agent may from time to time, upon direction from the Lender, upon delivery of a completed notice of conversion (the “Conversion Notice”) in the form attached hereto as SCHEDULE “A” at any time convert all or part of the Principal Amount and all accrued and unpaid interest thereon (the “Conversion Amount”) into Debenture Shares (“Conversion”), according to the following formula:

# of Debenture Shares Issued on Conversion	=	Conversion Amount

| | | Conversion Price |

21

Example A included at Schedule “B” sets forth a hypothetical working example of how the number of Debenture Shares to be issued on a Conversion is to be calculated. The delivery of the Conversion Notice duly executed by the Agent shall be deemed to constitute a contract between the Agent, for and on behalf of the Lenders, and the Corporation whereby (i) each Lender subscribes for the number of Debenture Shares which it shall be entitled to receive upon such Conversion, (ii) each Lender agrees that the issuance to it of the Debenture Shares in accordance with this Debenture constitutes payment of the Conversion Amount, as of the date of issuance, (iii) each Lender releases the Corporation from all liability with respect to the Conversion Amount and all accrued and unpaid interest thereon and (iv) the Corporation agrees that deemed payment of the Conversion Amount pursuant to the issuance of the Debenture Shares constitutes full payment of the subscription price for the Debenture Shares issuable on such Conversion and that the Debenture Shares will be issued as fully paid and non-assessable Common Shares in the capital of the Corporation.

As promptly as possible after receipt of the Conversion Notice (and, subject to the approval of the Toronto Stock Exchange, in any event within five (5) Business Days of such receipt) but subject to Section 5.3 hereto, the Corporation shall issue or cause to be issued and deliver or cause to be delivered to the Lenders a certificate or certificates in the name or names of the person or persons specified in the Conversion Notice (subject to the preceding paragraph) for the number of Debenture Shares deliverable upon the Conversion. Upon completion of the Conversion transaction, the rights of the Lenders to receive, in respect of the Conversion Amount, shall cease and the Lenders or the other person or persons in whose name or names any certificate or certificates for Common Shares shall be deliverable upon such Conversion shall be deemed to have become on such date the holder or holders of record of such Common Shares represented thereby.

The Agent and the Additional Lenders covenant and agree that they will not exercise their right to Conversion or right to retraction under Section 2.3 so that, upon Conversion into Common Shares in accordance with the terms of this Debenture or upon the issuance of Common Shares to satisfy a Retraction Payment, the Additional Lenders or their associates or affiliates, directly or indirectly, would hold more than 9.99% of the total outstanding Common Shares on a non-diluted basis as of the date of such Conversion (the “Conversion Restriction”). Notwithstanding the foregoing, but subject to the receipt and approval of the Toronto Stock Exchange of a personal information form or a declaration form in lieu of personal information form and the clearance of a background check to the satisfaction of the Toronto Stock Exchange in respect of an applicable affiliate or associate, directly and indirectly, of the Lender, the Conversion Restriction shall not prevent the Agent, on behalf of the Original Lenders, from exercising its right to convert 100% of the Principal Amount into Common Shares in accordance with the terms of this Series of Debentures:

22

(a) for the purpose of participating in any offer to acquire securities pursuant a takeover bid or statutory procedure, (b) during the five (5) Business Days immediately prior to the Maturity Date, the Redemption Date or the date of a proposed Change of Control, or (c) following an Event of Default. For the avoidance of doubt, the availability of the aforementioned reasons are subject to the receipt and approval of the Toronto Stock Exchange of a personal information form or a declaration form in lieu of personal information form and the clearance of a background check to the satisfaction of the Toronto Stock Exchange in respect of an applicable affiliate or associate, directly and indirectly, of the Lender.

If a Conversion into Common Shares would result in the Lender, or its affiliates or associates, indirectly or directly, becoming a control person (as such term is defined in the Securities Act(Ontario)) of the Corporation, the Corporation must first obtain the approval of the Toronto Stock Exchange prior to the issuance of such Debenture Shares and such approval will include imposition of shareholder approval.

5.2 Adjustment.

Adjusted Conversion Price	=	Conversion Price multiplied by X

| | | Y |

where:

X = the number of Common Shares outstanding before such subdivision, redivision, reduction, combination, consolidation or dividend

Y = the number of Common Shares outstanding after such subdivision, redivision, reduction, combination, consolidation or dividend

Example B included at Schedule “B” sets forth a hypothetical working example of how the number of Debenture Shares to be issued on a Conversion is to be calculated following a subdivision, redivision, reduction, combination, consolidation or dividend affecting the number of outstanding Common Shares. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for such stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 5.2(a) or Section 5.2(c), so long as such stock dividend is ultimately consummated.

23

(b) In the case of any reclassification of, or other change in, the outstanding Common Shares other than a subdivision, redivision, reduction, combination, consolidation or dividend referred to in Section 5.2(a), subject to the approval of applicable regulatory authorities, the Lenders shall be entitled to receive upon Conversion pursuant to this Article V, and shall accept in lieu of the number of Common Shares to which it was theretofore entitled upon such Conversion, the kind and amount of shares and other securities or property which the Lenders would have been entitled to receive as a result of such reclassification if, on the effective date thereof, it had been the registered holder of the number of Common Shares to which it was theretofore entitled upon Conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article V with respect to the rights and interests thereafter of the Lenders to the end that the provisions set forth in this Article V shall thereafter correspondingly be made applicable as nearly as may be reasonably possible in relation to any shares or other securities or property thereafter deliverable upon the Conversion of this Debenture. Any such adjustments shall be made by and set forth in a supplemental certificate approved by the directors of the Corporation and shall for all purposes be conclusively deemed to be an appropriate adjustment, after consultation with the Agent, acting reasonably.

(c) If and whenever the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) shares of the Corporation of any class; (ii) rights, options or warrants (that shall not have expired unexercised, unconverted or unexchanged at the time the Agent on behalf of the Lenders converts this Debenture); (iii) evidences of indebtedness (but only to the extent permitted under this Debenture); or (iv) any other assets or securities and if such issuance or distribution does not result in an adjustment as provided for in Section 5.2(a) or Section 5.2(b), subject to the approval of applicable regulatory authorities, the price at which the Principal Amount may be converted into Common Shares pursuant to this Article V shall be adjusted effective immediately before the record date at which the holders of Common Shares are determined for purposes of any such issuance or distribution as aforesaid in such manner as the directors of the Corporation determine to be appropriate on a basis consistent with this Section 5.2.

24

(e) If, at any time, the Agent, on behalf of the Lenders, exercises their Conversion rights before the record date and before the occurrence of an event, for which this Section 5.2 requires that an adjustment shall become effective immediately before the record date for such event, the Corporation may defer issuing to the Lenders the additional Common Shares issuable upon such Conversion, by reason of the adjustment required by such event, until the occurrence of such event. In the event of such an adjustment, the Corporation shall deliver to the Agent and the Lenders an appropriate instrument evidencing the Lenders’ right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of the holders of Common Shares on and before the date of Conversion or such later date as such holder would, but for the provisions of this Section 5.2, have become the holder of record of such additional Common Shares.

(f) If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Common Shares issuable upon the Conversion of this Debenture, such disputes shall be conclusively determined by the auditors of the Corporation, or, if they are unable or unwilling to act, by such other firm of Certified Public Accountants certified and licenced in Canada as may be selected by the Corporation and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to this Section 5.2 and shall be binding upon the Corporation, the Agent and the Lenders.

5.3 No Fractional Common Shares. Notwithstanding anything herein contained, the Corporation shall in no case be required to issue fractional Common Shares. Any fractions will be rounded down to the next lower whole number, and a cash amount shall be payable by the Corporation to the Agent for the benefit of the Lenders in lieu of any fractional Common Share upon the Conversion of the Debenture or issuance of Common Shares in lieu of a mandatory prepayment, calculated based on the fractional amount (subject to any adjustments pursuant to this Debenture) and the Conversion Price or the weighted average closing price, as the case may be.

5.4 Reservation of Common Shares. The Corporation shall at all times while the Debenture remains convertible into Debenture Shares as herein provided, reserve and keep available out of its authorized but unissued share capital, for the purpose of effecting the Conversion of the Debenture, such number of Common Shares as shall from time to time be sufficient to effect the Conversion of the Debenture.

25

5.5 Reclassifications, Reorganizations, etc. In case of any reclassification or change of the Common Shares (other than a change as a result of a subdivision or consolidation), or in case of any amalgamation of the Corporation with, or merger of the Corporation into, any other corporation (other than an amalgamation or merger in which the Corporation is the continuing corporation and which does not result in any reclassification or change, other than as aforesaid, of the Common Shares), or in case of any sale, transfer or other disposition of all or substantially all of the assets of the Corporation, the Corporation or the corporation formed by such amalgamation or the corporation into which the Corporation will have been merged or the corporation which will have acquired such assets, as the case may be, will execute and deliver to the Agent and the Lenders an amendment providing that the Lenders will have the right thereafter (until the expiration of the Conversion right of the Debenture) to convert such Debenture into the kind and amount of shares and other securities and property receivable upon such reclassification, change, amalgamation, merger, sale, transfer or other disposition by the Lenders of the number of Common Shares into which the Debenture might have been converted at the Conversion Price immediately prior to such reclassification, change, amalgamation, merger, sale, transfer or other disposition. Such amendment will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in this Article V. The above provisions of this Section 5.5 will similarly apply to successive reclassifications, changes, amalgamations, mergers, sales, transfers or other dispositions.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Corporation. To induce the Lender to enter into this Debenture and to induce the Additional Lender to advance the Delbrook Additional Principal Amount, as applicable, the Corporation hereby makes the following representations and warranties, except as qualified by the corresponding section set forth in the disclosure set forth in Schedule “E”, which shall survive the execution and delivery of this Debenture through the date all of the Corporation’s obligations hereunder have been fully satisfied:

(a) each of the Corporation and U.S. Silver Corporation is a corporation incorporated, organized and subsisting under the federal laws of Canada;

(c) Minera Cosalá S.A. de C.V. is a corporation duly incorporated and validly existing under the laws of Mexico and is up to date in all material respects with filings required by law;

(d) U.S. Silver & Gold Inc. is a corporation duly incorporated and validly existing under the laws of Ontario and is up to date in all material respects with filings required by law;

(e) each of United States Silver, Inc. and U.S. Silver - Idaho, Inc**.**is a corporation duly incorporated and validly existing under the laws of Delaware and is up to date in all material respects with filings required by law;

26

(i) will conflict with or result in a breach of any of the terms, conditions or provisions of:

(A) the formation documents of the Corporation or any Guarantor, or the terms of any class or series of shares of the Corporation or any Guarantor;

(D) any Applicable Law or governmental regulation;

(ii) will result in a Material Adverse Effect;

(iii) will give rise to any pre-emptive right (which has not been waived or will be waived prior to the closing of the transactions contemplated hereunder), or give any Person the right, to:

27

(B) cancel, terminate or modify any agreement to which the Corporation or any Guarantor is a party, which cancellation, termination or modification would result in a Material Adverse Effect;

(iv) will require the Corporation or any Guarantor to obtain any material consent, license, certification or approval from any third party which has not been duly obtained;

(l) no proceeding has been instituted against the Corporation or any Guarantor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its Debts and no order for similar relief has been instituted against the Corporation or any Guarantor under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including without limitation under any Insolvency Laws or any statutes relating to the incorporation of companies) or seeking appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties or assets, that have not been dismissed within 30 days of its filing or presentment;

28

(q) there are no actions, suits or proceedings, including appeals or applications for review or any pending actions, suits or proceedings, against the Corporation or any Guarantor before any court or administrative agency which could reasonably be expected to result in a Material Adverse Effect;

(r) any material Taxes and assessments and government Encumbrances imposed on property, earnings, labour or materials which might result in a lien or charge upon the property or assets of the Corporation or any Guarantor have been paid, or promptly following the payment of the First Tranche Advance to the Corporation, will have been paid, by such party, as applicable, when due, unless such Taxes, assessments, charges or liens are being diligently contested in good faith;

29

(t) none of the Corporation or the Guarantors has any material labour disputes or strikes existing or pending, other than has been advised to the Agent in writing.

(u) no event is outstanding which constitutes an Event of Default;

(w) since the date of the most recent audited consolidated financial statements publicly disclosed by the Corporation (the “Financial Statements”), there has been no material adverse change in the financial condition of the Corporation from that shown on such Financial Statements as at that date, other than in the ordinary course of business, and any such change in the ordinary course of business has not been materially adverse to the business of the Corporation except as disclosed to the Agent;

30

(aa) the Applicable Laws permit Minera Cosalá S.A. de C.V. to carry out prospecting, exploration, pre-development and feasibility activities on the mining lots covered by the Cosalá Operations;

31

(kk) no part of the proceeds of the Advance, the Original Advance, the First Additional Advance, the First Tranche Advance or the Second Tranche Advance shall be used, directly or indirectly: (i) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate or to any official or employee of a public international organization, or to anyone else acting in an official capacity (collectively, “Foreign Official”), in order to obtain, retain or direct business by (A) influencing any act or decision of such Foreign Official in his official capacity, (B) inducing such Foreign Official to do or omit to do any act in violation of the lawful duty of such Foreign Official, (C) securing any improper advantage or (D) inducing such Foreign Official to use his influence with a foreign government or instrumentality to affect or influence any act or decision of such government or instrumentality; or (ii) to cause the Agent or any Lender to violate any Anti-Bribery Laws;

(ll) none of the Corporation, the Guarantors, nor their Affiliates, directors, officers, employees or other agents acting on their behalf in connection with the Advance, the Original Advance, the First Additional Advance, the First Tranche Advance or the Second Tranche Advance is any of the following (a “Restricted Person”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the U.S. Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001; (ii) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list or similarly named by any similar foreign Governmental Authority; (iii) a Person that is owned 50 percent or more by any Person described in subparagraph (ii); (iv) any other Person with which the Agent or any Lender is prohibited from dealing under any Sanctions laws applicable to the Agent or any Lender; or (v) a Person that derives more than 10% of its annual revenue from investments in or transactions with any Person described in subparagraphs (i), (ii), (iii) or (iv). Further, none of the proceeds from the Advance or the Original Advance shall be used to finance or facilitate, directly or indirectly, any transaction with, investment in, or any dealing for the benefit of, any Restricted Person or any transaction, investment or dealing in which the benefit is received in a country for which such benefit is prohibited by any Sanctions laws applicable to the Agent or any Lender;

32

(oo) all information relating to the Corporation and any of the Guarantors and their businesses, properties and liabilities provided to the Additional Lenders by the Corporation, including information which has been or will be provided to the Additional Lenders in connection with the Diligence Session, as well as all financial and operational information provided to the Additional Lenders by the Corporation, is, as of the date of such information, true and correct in all material respects, and when taken as a whole and including the disclosure record of the Corporation publicly available on SEDAR, no fact or facts have been omitted therefrom which would make such information misleading in any material respect. The Corporation has not withheld from the Additional Lenders any material facts relating to the Corporation, provided that any information provided in the disclosure record of the Corporation publicly available on SEDAR will be deemed to have been provided to the Additional Lenders for the purposes of this sentence.

33

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions Precedent to the First Tranche Advance. Notwithstanding any other provision of this Debenture, to the extent the Additional Lender is making a First Tranche Advance to the Corporation under this Debentures, the Additional Lender’s obligations to make the First Tranche Advance to the Corporation is subject to the fulfillment of each of the following conditions:

(a) the Corporation shall have received all consents and waivers required under Applicable Law or agreements, other than the approval of the Toronto Stock Exchange and the NYSE American, to permit the issuance of the Debenture, the incurrence of the Indebtedness and the allotment and issuance of the applicable Debenture Shares;

(b) receipt by the Additional Lender of the following documents, each in full force and effect, unamended, in form and substance satisfactory to the Additional Lender, acting reasonably:

(i) duly executed copies of this Debenture;

(ii) certificates of good standing, status or compliance or other similar type of evidence of good standing for the Corporation dated as of the date of the officer’s certificate set out in paragraph (iii) below;

(iii) executed certificate of a senior officer of the Corporation in a form satisfactory to the Additional Lender, acting reasonably, as to (i) the constating documents of the Corporation, (ii) the resolutions of the board of directors of the Corporation, authorizing the execution, delivery and performance of the documents referred to in section 7.1(b)(i) to which it a party, and the transactions contemplated thereby, (iii) the names, positions and true signatures of the persons authorized to sign the such documents, (iv) satisfaction of the conditions precedent in paragraphs (a), (d), (e), (f), (g) and (h) of this Section 7.1, and (v) such other matters pertaining to the transactions contemplated hereby as the Additional Lender may reasonably request; and

(iv) favourable opinions from external legal counsel to the Corporation in a form satisfactory to the Additional Lender, acting reasonably, as to, among other things (i) the legal status of the Corporation, (ii) the authority of the Corporation to execute and deliver the documents referred to in section 7.1(b)(i), (iii) the execution and delivery of such documents, and the enforceability thereof against the Corporation, (iv) the registrations, filings and recordings made to create, perfect and otherwise preserve the charges and security interests granted in favour of the Agent, on behalf of the Lenders, under the applicable Security Documents, (v) the results of the usual searches that would be conducted in each of the relevant jurisdictions in connection with the charges and security interests granted in favour of the Agent, on behalf of the Lenders, under the applicable Security Documents, (vi) the allotment of the Debenture Shares, and (vii) no contravention of laws or constating documents for the execution, delivery and performance by the Corporation;

34

(c) the execution of the Intercreditor Agreement, in form and substance satisfactory to the Agent and the Lenders, acting reasonably;

(d) no Material Adverse Effect has arisen or occurred since June 21, 2023, and no event or circumstance has occurred since June 21, 2023, and is continuing which in the opinion of the Corporation, acting reasonably, has had or would reasonably be expected to have a Material Adverse Effect;

(e) no Material Adverse Effect will arise or occur as a result of the First Tranche Advance or the incurring of the Indebtedness thereunder;

(f) the Corporation and each of the Guarantors has complied in all material respects with all of its covenants contained in the Transaction Documents, and all of the representations and warranties of the Corporation and each of the Guarantors contained in the Transaction Documents are true and correct in all material respects (without regard to any qualifications with respect to materiality contained therein);

(g) there exists no Encumbrance on the Collateral, other than Permitted Encumbrances or in favour of the Agent pursuant hereto; and

(h) no Event of Default shall have occurred and be continuing.

For greater certainty, the Corporation and the Additional Lender acknowledge and agree that, as applicable, the Additional Lender shall have no obligation to make the First Tranche Advance if the conditions precedent set out in this Section 7.1 have not been satisfied or waived by the Additional Lender on or before the date that is 30 days from the Closing Date.

7.2 Conditions Precedent to the Second Tranche Advance. Notwithstanding any other provision of this Debenture, to the extent the Additional Lenders are making the Second Tranche Advance to the Corporation under this Debentures, the Additional Lenders’ obligations to advance the Second Tranche Advance to the Corporation are subject to fulfillment of each of the following conditions:

(a) the fulfillment of each of the conditions precedent set forth in Section 7.1, mutatis mutandis, in respect of the Second Tranche Advance as of the date of the Second Tranche Advance;

35

(b) as may be requested by the Additional Lenders, Debentures in the name of each of the Additional Lenders, reflecting their respective portion of the Principal Amount, following the completion of the Second Tranche Advance;

(c) the completion of the necessary registrations, filings and recordings to create, perfect and otherwise preserve the charges and security interests to be granted in favour of the Agent, on behalf of the Additional Lenders, contemplated by Section 4.2(b), to the satisfaction of the Additional Lenders, acting reasonably; and

(d) that on or before the date the Mexican Security Documents contemplated by Section 4.2(b) are registered, the Additional Lenders will be satisfied that the due diligence review performed by the Additional Lenders did not reveal any material information or fact which, in the sole opinion of the Additional Lenders, acting reasonably, is adverse to the Corporation or its business or affairs.

For greater certainty, the Corporation and the Additional Lender acknowledge and agree that, as applicable: (i) the Additional Lenders shall have no obligation to make the Second Tranche Advance if the conditions precedent set out in Section 7.2(c) have not been satisfied or waived by the Additional Lenders on or before the date that is 60 days from the Closing Date, and (ii) the Additional Lenders shall not be required to make more than one advance of the First Tranche Advance under this Debenture.

7.3 Conditions Precedent to the Advancement of the Delbrook Additional Principal Amount. Notwithstanding any other provision of this Debenture, the Additional Lender’s obligations to advance the Delbrook Additional Principal Amount to the Corporation is subject to fulfillment of each of the following conditions:

(b) receipt by the Additional Lender of the following documents, each in full force and effect, unamended, in form and substance satisfactory to the Additional Lender, acting reasonably:

(i) duly executed copies of this Debenture;

(iii) executed certificate of a senior officer of the Corporation in a form satisfactory to the Additional Lender, acting reasonably, as to (i) the constating documents of the Corporation, (ii) the resolutions of the board of directors of the Corporation, authorizing the execution, delivery and performance of the documents referred to in section7.3(b)(i) to which it a party, and the transactions contemplated thereby, (iii) the names, positions and true signatures of the persons authorized to sign the such documents, (iv) satisfaction of the conditions precedent in paragraphs (a), (c), (d), (e), (f) and (g) of this Section 7.3, and (v) such other matters pertaining to the transactions contemplated hereby as the Additional Lender may reasonably request; and

36

(c) no Material Adverse Effect has arisen or occurred since June 21, 2023, and no event or circumstance has occurred since June 21, 2023 and is continuing which in the opinion of the Corporation, acting reasonably, has had or would reasonably be expected to have a Material Adverse Effect;

(d) no Material Adverse Effect will arise or occur as a result of the Delbrook Additional Principal Amount or the incurring of the Indebtedness thereunder;

(e) the Corporation and each of the Guarantors has complied in all material respects with all of its covenants contained in the Transaction Documents, and all of the representations and warranties of the Corporation and each of the Guarantors contained in the Transaction Documents are true and correct in all material respects (without regard to any qualifications with respect to materiality contained therein);

(f) there exists no Encumbrance on the Collateral, other than Permitted Encumbrances or in favour of the Agent pursuant hereto; and

(g) no Event of Default shall have occurred and be continuing.

7.4 Waiver and Termination. The conditions precedent in Section 7.1, Section 7.2 and Section 7.3 are inserted for the sole benefit of the Additional Lenders and may be waived in writing by the Additional Lenders, in whole or in part, with or without conditions, as the Additional Lenders may determine.

ARTICLE VIII

DEFAULT

8.1 Events of Default. Upon the occurrence of any one or more of the following events (herein called “Events of Default”):

(b) if the Corporation or any of the Guarantors defaults in observing or performing any of the covenants in Section 2.4(u);

37

(d) if any representation or warranty made in the Transaction Documents granted in connection with this Debenture shall prove to have been false or misleading in any material respect when so made or furnished, and with respect to any false or misleading representation or warranty, which may be corrected or rectified and does not give rise to a Material Adverse Effect, remains false or misleading thirty (30) days after the earlier of (i) the Corporation or any Guarantor becomes aware that such representation or warranty has become false or misleading; and (ii) notice from the Agent of the same;

(g) any of the Collateral shall be conveyed, sold, assigned, transferred or otherwise disposed of, other than in accordance with this Debenture;

(h) if any material provision of any Transaction Document (including any Encumbrance granted in connection therewith) shall at any time cease to be in full force and effect, be declared to be void or voidable or shall be repudiated, or the validity or enforceability of the Transaction Documents shall at any time be contested by the Corporation or any of the Guarantors or if any Encumbrance constituted pursuant to any Security Document ceases to have the priority contemplated herein or therein;

(i) there exists any Encumbrance on the Collateral, other than Permitted Encumbrances and Encumbrances in favour of the Agent pursuant hereto;

38

(n) if the Corporation or any Guarantor takes any corporate proceedings for its dissolution, liquidation or if the corporate existence of the Corporation or any Guarantor shall be terminated by expiration, forfeiture or otherwise, or if the Corporation or any Guarantor ceases or threatens to cease, to carry on all or a material part of its business; or

(o) a Change of Control occurs.

8.2 Acceleration. Upon the occurrence of any Event of Default which is continuing and the expiry of any applicable curative periods, the entire Principal Amount, together with all accrued but unpaid interest owing on this Debenture and the Redemption Premium (calculated as thought Redemption Date was the date of the occurrence of such Event of Default), if any will become immediately due and payable upon written notice to that effect from the Agent to the Corporation, provided that upon the occurrence of any Event of Default set out in Sections 8.1(j), 8.1(k), 8.1(l), 8.1(m) or 8.1(n) (subject to any cure period in such Sections), all of the Indebtedness then outstanding and the Redemption Premium (calculated as though Redemption Date was the date of the occurrence of such Event of Default), if any, shall automatically become due and payable, and in each case, without protest, presentment, demand or further notice of any kind, of which are expressly waived by the Corporation.

39

8.3 Waiver of Corporation’s Rights. To the full extent that it may lawfully do so, the Corporation for itself and its successors and assigns hereby waives and disclaims any benefit of, and shall not have or assert any right or defense under, any statute, law, rule, regulation, common law right or rule of law pertaining to the marshalling of assets, discussion, division or other matter whatever, to defeat, reduce or affect the rights of the Agent and the Lenders under the terms of the Transaction Documents.

8.4 Remedies Cumulative. No remedy conferred upon the Agent or the Lenders is intended to be exclusive of any other remedy, but each and every such remedy will be cumulative and will be in addition to every other remedy given hereunder or now existing or hereafter to exist by law or by statute.

ARTICLE IX

WAIVER

9.1 Waiver. The Agent may waive any breach of any of the provisions contained in this Debenture or any default by the Corporation in the observance or performance of any covenant, condition or obligation required to be observed or performed by it under the terms of this Debenture; provided any such waiver will only be effective if it is in writing and signed by the Additional Lender. No waiver, consent, act or omission by the Agent or the Lenders shall extend to or be taken in any manner whatsoever to affect any other or subsequent breach or default or the rights resulting therefrom and no waiver or consent by the Agent or the Lenders shall bind the Agent or the Lenders unless it is in writing. The inspection or approval by the Agent or the Lenders of any document or matter or thing done by the Corporation shall not be deemed to be a warranty or holding out of the adequacy, effectiveness, validity or binding effect of such document, matter or thing or a waiver of the Corporation’s obligations.

ARTICLE X

OTHER RIGHTS OF THE LENDER

10.1 Rights of Set-Off. The Corporation acknowledges and agrees that the Principal Amount and the other obligations hereunder shall be paid, satisfied and discharged to the Agent, on behalf of the Lender, without regard to such dealings as may from time to time occur as between any one or more of the Agent, the Lenders, the Corporation and any other Person and without regard to such equities or rights of set-off or counterclaim which may from time to time exist between any one or more of the Agent, the Lenders, the Corporation or any other Person, and that the Principal Amount and other obligations hereof shall be paid without regard to any equities between or among the Corporation, the Agent and the Lenders hereof or any set-off or cross-claims and the receipt of the Agent for the payment of the Principal Amount will be a good discharge to the Corporation in respect thereof.

10.2 No Merger. Neither the taking of any judgement nor the exercise of any rights hereunder shall operate to extinguish the obligation of the Corporation to pay the monies under this Debenture and shall not operate as a merger of any covenant in this Debenture, and the acceptance of any payment shall not constitute or create a novation, and the taking of a judgement or judgements under a covenant herein contained shall not operate as a merger of those covenants and affect the Agent’s and the Lender’s right to interest under this Debenture.

40

ARTICLE XI

THE AGENT AND THE LENDERS

11.1 Registered Holder. The Lender shall be the registered holder of this Debenture and shall be deemed and regarded as the owner and holder hereof; however, the Lender may contribute, deposit, purchase or hold this Debenture to, from or in the Registered Account, and for so long as this Debenture shall be held in such Registered Account, all proceeds of this Debenture, whether in cash or Common Shares or otherwise, shall be credited to the Registered Account.

11.2 Appointment and Authority. Each Lender hereby irrevocably appoints Royal Capital Management Corp. to act on its behalf as the Agent under the Transaction Documents, and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders. The Corporation nor any Guarantor shall have rights as a third party beneficiary of any of the provisions of this Article. The use of the term “agent” or “Agent” in this Debenture or any Security Document with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligation arising under agency doctrine of any Applicable Laws. Instead, the term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.

11.3 Rights as a Lender. The Person serving as the Agent hereunder, if it is also one of the Lenders, shall have the same rights and powers in its capacity as one of the Lenders as any other of the Lenders and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Corporation and the Guarantors or any Affiliate thereof, all as if such Person were not the Agent hereunder and without any duty to account to the Lenders.

11.4 No Fiduciary Duty and Exculpatory Provisions.

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether any Event of Default has occurred and is continuing;

41

11.5 Reliance by the Agent. The Agent shall be entitled to rely on, and shall not incur any liability for relying on any notice, request, certificate, consent, statement, instrument, document or other writing (including, any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent may rely on any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of one of the Lenders, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received written notice to the contrary from such Lender before making such Advance. The Agent may consult with legal counsel (who may be counsel for any of the Lenders), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

42

11.6 Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers under the Transaction Documents by or through any one or more sub- agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Agent and any such sub-agent. The Agent shall have no responsibility for the conduct or negligence of any sub-agent appointed by it hereunder, except to the extent that a court of competent jurisdiction determines that the Agent acted with gross negligence or willful misconduct in the appointment of such sub-agent.

11.7 Sharing of Payments by Lenders. If any of the Lenders, by exercising any right of set- off or counterclaim or otherwise, obtains any payment or other reduction that results in such Lender receiving payment hereunder greater than his Lender’s Portion of all amounts owing under all debentures issued pursuant to the Series of Debentures, the Lender receiving such payment shall: (i) notify the Agent of such fact; and (ii) make such adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders rateably in accordance with their respective Lender’s Portion, provided that:

(a) if any such payment giving rise to any such adjustment is recovered, such adjustments shall be rescinded to the extent of such recovery, without interest;

11.8 Administration of Credits.

(a) Duties of the Agent. Unless otherwise specified in this Agreement, the Agent shall perform the following duties:

(i) exercise the discretion and any rights provided for in the Transaction Documents to be exercised by the Agent;

(ii) receive and distribute to the Lender, or as directed by the Lender, all amounts payable hereunder;

43

(iv) use reasonable efforts to collect promptly all sums due and payable by the Corporation under the Transaction Documents;

(vii) hold all legal documents relating to the Transaction Documents, maintain complete and correct records showing the Advance, the Original Advance and the First Additional Advance, the First Tranche Advance and the Second Tranche Advance made pursuant hereto, all remittances and payments made by the Corporation to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and allow each of the Lenders and its advisors to examine such accounts, records and documents at its own expense, and provide to any of the Lenders upon reasonable notice, with such copies thereof as such of the Lenders may reasonably require from time to time at their expense;

(ix) promptly forward to each of the Lenders, upon request and at their expense, copies of the Transaction Documents;

(x) promptly notify each of the Lenders of the occurrence of any Event of Default of which the Agent has actual knowledge; and

(xi) except as otherwise provided in this Agreement, act in accordance with any instructions given to the Agent by the Required Lenders, all the Lenders, or a Lender, as the case may be.

44

(i) amend, terminate or waive any terms of the Transaction Documents if such amendment, termination or waiver would:

(A) decrease the amount of any payment or repayment (as applicable) of principal, interest, fees or other amounts due under this Debenture;

(B) extend the Maturity Date;

(D) change the definition of Required Lenders; or

(E) change any provision relating to the pro rata treatment of the Lenders;

(ii) release the Corporation or any Guarantor;

(iii) release any Security Document or change the priority of the Agents security interest in the Collateral, except as otherwise expressly permitted under this Debenture;

(iv) amend, terminate or waive this Article XI or any other provision of this Agreement providing for the unanimous consent of all the Lenders;

(v) consent to the assignment or transfer by the Corporation of any of its rights and obligations under the Transaction Documents.

(i) subject to this Section 11.8, exercise any rights of notice and approval granted to the Lenders under the Transaction Documents;

(ii) amend, terminate or waive any term of the Transaction Documents other than any amendments, terminations or waivers set out in Section 11.8(b) which require the unanimous consent of the Lenders;

(iii) all actions or decisions relating to matters not expressly set out in this Agreement or in Section 11.8(a) and (b) above, including:

(A) amend or waive an Event of Default;

(B) provide written notice to the Corporation of an Event of Default;

45

(D) issue a demand letter or enforcement notices to the Corporation or the Guarantors;

(F) pay insurance premiums, Taxes and any sums that may be required to be paid to protect the Lenders and preserve the Collateral; and

(G) engage professionals;

(iv) as between the Corporation, on the one hand, and the Agent and the Lenders, on the other hand:

(B) all certificates, statements, notices and other documents which are delivered by the Corporation to the Agent in accordance with this Debenture, shall be deemed to have been duly delivered to each of the Lenders; and

(C) all payments which are delivered by the Corporation to the Agent in accordance with this Debenture shall be deemed to have been duly delivered to each of the Lenders;

(vi) notwithstanding the foregoing, no amendment, modification or waiver affecting the rights or obligations of the Agent may be made without consent.

46

11.9 Indemnification. Each of the Lenders agrees to indemnify the Agent and hold it harmless (to the extent not reimbursed by the Corporation), pro rata, according to his Lender’s Portion (and not jointly or jointly and severally), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel, which may be incurred by or asserted against the Agent in any way relating to or arising out of the Transaction Documents or the transactions therein contemplated. However, none of the Lenders shall be liable for any portion of such losses, claims, damages, liabilities and related expenses resulting from the Agent’s gross negligence or willful misconduct as determined by a judgment of a court of competent jurisdiction. The Agent shall not be required to take or continue any action unless the Agent has received sufficient funds or arrangements satisfactory to it for indemnification to cover the cost of the proposed action.

11.10 Replacement of Agent.

(b) If no successor has (i) been appointed by the Required Lenders, and (ii) accepted the appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such earlier date as agreed by the Required Lenders, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent; provided that, if the Agent notifies the Corporation and the Lenders that no Person has accepted that appointment, the resignation shall nonetheless become effective in accordance with the retiring Agent’s notice and (i) the retiring Agent shall be discharged from its duties and obligations under the Transaction Documents (except that the retiring Agent shall continue to hold the Transaction Documents on behalf of the Lenders until a successor Agent is appointed), and (ii) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each of the Lenders directly, until the Required Lenders appoint a successor Agent.

47

11.11 Non-Reliance on Agent and Other Lenders. Each of the Lenders acknowledges that it has, independently and without reliance on the Agent or any of the other Lenders or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Debenture. Each of the Lenders also acknowledges that it will, independently and without reliance on the Agent or any other of the Lenders or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based on this Debenture, any Security Document or any related agreement or any document furnished hereunder or thereunder.

11.12 Collective Action of the Lenders. Each of the Lenders hereby acknowledges that, to the extent permitted by Applicable Law, any security and the remedies provided the Transaction Documents to the Agent or the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under any security are to be exercised not severally, but by the Agent on the decision of the Required Lenders. Accordingly, despite any of the provisions contained herein or in any Security Document, each of the Lenders hereby agrees that it shall not be entitled to take any action hereunder or thereunder including any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior written agreement of the Required Lenders. Each of the Lenders hereby further agrees that, on any such written agreement being given, it shall co-operate fully with the Agent to the extent requested by the Agent. Despite the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Agent, acting reasonably and in good faith, the exigencies of the situation warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interests of the Lenders. The Agent may refrain from acting in accordance with any instructions from the Required Lenders to take any steps to enforce or realize on any Collateral subject to the Security Documents, until it shall have received such security as it may reasonably require against all costs and expenses (including legal fees) that it will or may incur in complying with such instructions.

11.13 Agent May File Proofs of Claim.

48

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

(b) Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any of the Lenders any plan of reorganization, arrangement, proposal, compromise or composition affecting the obligations of the Corporation or the Guarantors hereunder or under the Security Documents or the rights of any of the Lenders or to authorize the Agent to vote in respect of the claim of any of the Lenders in any such proceeding.

11.14 Provisions Operative Between Lenders and Agent Only. The provisions of this Article relating to the rights and obligations of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and the Corporation or the Guarantors shall not have any rights under, or be entitled to rely for any purpose on, such provisions.

ARTICLE XII

MISCELLANEOUS

12.1 Expenses. The Corporation agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agent and the Lenders in connection with (i) the preparation, execution and delivery of this Debenture and the other Transaction Documents (including all costs relating to due diligence), plus the registration of the Security Documents in all applicable jurisdictions, or (ii) in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Agent or any of the Lenders in connection with the enforcement or protection of its rights in connection with this Debenture and the other Transaction Documents or in connection with the Indebtedness, including any reasonable and documented out-of-pocket legal fees, disbursements and other charges. The Corporation further agrees to indemnify the Agent and the Lenders from, and hold it harmless against, any documentary Taxes, assessments or similar charges made by any Governmental Authority by reason of the execution and delivery of this Debenture or any of the other Transaction Documents. The Corporation agrees that it will also be responsible for the Agent’s and the Lenders’ reasonable legal costs for any amendments to any of the Transaction Documents requested by the Corporation, the preparation of any additional security agreements in connection with the transactions contemplated by the Transaction Documents, or any security interest registrations in connection with the foregoing.

49

12.2 Time. Time shall be of the essence of this Debenture.

12.3 Governing Law. This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws). The courts of the Province of Ontario shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

12.4 Severability. If any one or more of the provisions or parts thereof contained in this Debenture should be or become invalid, illegal or unenforceable, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, severable therefrom and the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed.

12.5 Headings. The headings of the articles, sections, subsections and clauses of this Debenture have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Debenture.

12.6 Binding Effect. This Debenture and all of its provisions shall enure to the benefit of the Agent and the Lenders, their successors and assigns, and shall be binding upon the Corporation and its successors and permitted assigns. The expression the “Agent” as used herein shall include any successor to the Agent appointed pursuant to the terms hereof.

12.7 Amendments; Waiver. This Debenture may only be amended when the Corporation, the Additional Lender and the Agent have approved such amendment, and only in compliance with the requirements hereof and such amendment shall be effective only if it is in writing and signed by the Corporation, the Additional Lender and the Agent.

12.8 Release and Discharge. When the Corporation duly pays the Agent, for the benefit of the Lenders, the Principal Amount, all accrued and unpaid interest thereon, together with all other moneys which may become owing pursuant to this Debenture (including without duplication, the Indebtedness), or issues to or to the order of the Lenders the Debenture Shares issuable upon Conversion of all amounts owing under each of the debentures issued in the Series of Debentures in accordance with their terms, this Debenture will cease and become null and void and will for all purposes be considered to be discharged and cancelled, and the Lender shall surrender this Debenture to the Corporation. Notwithstanding this Section 12.8, those provisions of this Debenture which are expressed to survive the repayment and termination of this Debenture shall survive the repayment and termination of this Debenture. The Corporation agrees that the Lender shall not be obligated to surrender this Debenture to the Corporation on a Conversion of or prepayment or prepayment of less than all of the Indebtedness.

50

12.9 Assignment by Corporation . The Corporation shall not assign all or any portion of its rights or obligations under this Debenture or the other Transaction Documents without the prior written consent of the Agent and all of the Lenders, which consent may be arbitrarily withheld. Prior to the occurrence of an Event of Default, this Debenture is not transferrable or assignable by the Lenders without the prior written consent of the Corporation, which consent may not be unreasonably withheld. Notwithstanding the foregoing the Additional Lenders may transfer or assign this Debenture to an Affiliate of Delbrook Capital Advisors Ltd. or to a fund managed by Delbrook Capital Advisors Ltd., without the prior written consent of the Corporation.

12.10 Third Party Beneficiaries. This Debenture will not benefit or create any right or cause of action in favour of any Person, other than the Corporation, the Agent and the Lenders. No Person, other than Corporation, the Agent and the Lenders is entitled to rely on the provisions of this Debenture in any action, suit, proceeding, hearing or other forum. The Corporation, the Agent and the Lenders reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Debenture to any Person who is not the Corporation, the Agent or one of the Lenders without notice to or consent of that Person.

12.11 AML Legislation. The Corporation acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act(Canada), the PATRIOT Act and other applicable anti-money laundering, anti-terrorist financing, Sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Agent may be required to obtain, verify and record information regarding the Corporation, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Corporation, and the transactions contemplated hereby, including the name and address of the Corporation and other information that will allow the Agent to identify the Corporation in accordance with the PATRIOT Act. The Corporation shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by the Agent in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

ARTICLE XIII

NOTICE

13.1 Notices. Any notice required or permitted to be given under any of this Debenture may be given by personal delivery, mail, email or by facsimile transmission to the parties at the following addresses or any tender or delivery of documents may be given by personal delivery or by mail to the parties at the following addresses:

(a) to the Agent at:

Royal Capital Management Corp.

2 Bloor St. East

Suite 2222

Toronto, Ontario M4W 1A8

Attention: Mark Shoom and Stephen Rider

Fax No.: (416) 221-1253

Email: mshoom@roycap.com and srider@roycap.com

51

(b) to the Lender at:

Delbrook Resource Opportunities Master Fund LP

1500-1199 West Hastings Street

Vancouver, British Columbia V6E 3T5

Attention: Matt Zabloski

Email: matt.zabloski@delbrookcapital.com

Americas Gold and Silver Corporation

Suite 2870, 145 King Street West

Toronto, Ontario

M5H 1J8

Attention: Darren Blasutti

Fax No.: (866) 401-3069

Email: dblasutti@americas-gold.com

[Signature page follows]

52

IN WITNESS WHEREOF the parties have duly executed this Debenture as of the date first written above.

AMERICAS GOLD AND SILVER CORPORATION,

| by its authorized signatories: | | | By: | |

| | Name: Darren Blasutti |

| | Title: President and Chief Executive Officer | | By: | |

| | Name: Warren Varga |

| | Title: Chief Financial Officer |

Signature page to Fourth Amended and Restated Convertible

Debenture by Americas Gold and Silver Corporation

ROYAL CAPITAL MANAGEMENT CORP.,

| by its authorized signatory: | | | By: | |

| | Name: Stephen Rider |

	Title: President
STEPHEN RIDER

Signature page to Fourth Amended and Restated Convertible

Debenture by Americas Gold and Silver Corporation

DELBROOK RESOURCE OPPORTUNITIES FUND,<br> <br>by its investment manager DELBROOK<br> <br>CAPITAL ADVISORS INC.:
By:

| | Name: Matt Zabloski |

	Title:
By:

| | Name: Matt Zabloski |

| | Title: |

Signature page to Fourth Amended and Restated Convertible Debenture

by Americas Gold and Silver Corporation

SCHEDULE “A”

CONVERSION FORM

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

The undersigned as the Agent for the Lenders under the series of convertible debenture each dated October 30, 2023 (the “Debentures”) hereby requests the Corporation to convert $_______ of the Indebtedness owing under the Debentures to, and subscribes for, Debenture Shares of the Corporation pursuant to the terms of the Debenture.

The undersigned Agent, on behalf of ■ (the “Holder”), represents, warrants and certifies as follows:

(a) as of the date hereof, the Holder, directly or indirectly, with its affiliates or associates, holds _______ common shares in the capital of the Corporation; and

(b) the Holder has made all reasonable inquiries to ensure that the information provided in this Conversion Form is accurate.

If the conversion of the Indebtedness into Debenture Shares contemplated herein could materially affect the control of the Corporation (as defined in the Toronto Stock Exchange Company Manual), the Corporation may, in totality or in part, refuse such conversion. If the conversion of the Indebtedness into Debenture Shares contemplated herein would result in the Holder or its affiliates or associates, indirectly or directly, becoming a control person (as such term is defined in the Securities Act(Ontario)), the Corporation must first obtain the approval of the Toronto Stock Exchange (which for greater certainty, will require obtaining shareholder approval) prior to the issuance of such Debenture Shares. Any issuance of Debenture Shares pursuant to this Conversion Form is subject to the approval of the Toronto Stock Exchange, which for greater certainty, may require obtaining shareholder approval (as set out in Section 5.1 of the Debentures), including if the transaction could materially affect the control of the Corporation.

The Corporation will not issue Debenture Shares to the Holder or its affiliates or associates, indirectly or directly and may in totality or in part refuse such conversion, if such issuance of Debenture Shares would result in the Holder or its affiliates or associates holding more than 9.99% of the total outstanding Common Shares on a non-diluted basis as of the date of the proposed issuance of such Debenture Shares unless and until, the Holder has delivered a personal information form or a declaration form in lieu of a personal information form to the Toronto Stock Exchange, and the Toronto Stock Exchange has approved such personal information form (or declaration) and the clearance of a background check to the satisfaction of the Toronto Stock Exchange.

A-1

To determine the Holder’s and its associates’ or affiliates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis on the date of the proposed issuance of Debenture Shares pursuant to a conversion of Indebtedness into Debenture Shares, the Corporation shall apply the following formula:

X	=	HS + CS
		IPCS + CS

where:

X = the Holder’s and its associates’ or affiliates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis following the proposed issuance of Debenture Shares pursuant to a conversion of Indebtedness into Debenture Shares

HS = the number of Common Shares held by the Holder or its affiliates or associates, indirectly or directly prior to Conversion

CS = the number of Common Shares to be issued to the Holder or its affiliates or associates, indirectly or directly pursuant to the Conversion of the Debenture Shares

IPCS = the total number of outstanding Common Shares on a non-diluted basis as of the date of the proposed issuance of Debenture Shares

The Debenture Shares subscribed for will be issued as set forth below and will be mailed to the address set forth below.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this _______________ day of __________________.

Royal Capital Management Corp.,<br> <br>by its authorized signatory/ies:
Per:

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

A-2

Name:

Address:

A-3

SCHEDULE “B”

SAMPLE CALCULATIONS OF THE NUMBER OF DEBENTURE SHARES TO BE ISSUED ON CONVERSION

Example A

# of Debenture Shares Issued on Conversion	=	Conversion Amount<br> <br>Conversion Price

| Conversion Amount | = | $1,000,000 |

| Conversion Price (assuming no adjustments under Section 5.2 of this Debenture) | = | $0.85 |

| # of Debenture Shares Issued on Conversion ($1,000,000 / $0.85) | = | 1,176,470 |

Example B

This Example B sets out a hypothetical working example of how the number of Debenture Shares to be issued on a Conversion is to be calculated pursuant to the formula and the terms set out in Section 5.1 of this Agreement, assuming an adjustment under Section 5.2 of this Agreement resulting from a 4:1 share consolidation in the number Common Shares outstanding following the Closing Date.

Adjusted Conversion Price	=	Conversion Price multiplied by X

| | | 8,500,000 | | | = | $3.40 | | # of Debenture Shares Issued on Conversion ($1,000,000 / $3.40) | = | 294,117 |

B-1

SCHEDULE “C”

RETRACTION NOTICE

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

RE: RETRACTION BY: __________________ (the “Lender(s)”)

IN THE AMOUNT OF: $__________________ (the “Retraction Amount”) ^1^

The undersigned, as the Agent for the Lender(s) under the series of convertible debenture issued by the Corporation each dated October 30, 2023 (the “Debentures”), and pursuant to Section 2.3 of the Debentures, hereby requires the Corporation prepay the Retraction Amount on or before five (5) Business Days from the date of this notice.

The undersigned Agent, on behalf of the Lender(s), represents, warrants and certifies as follows:

(a) as of the date hereof, the Holder, directly or indirectly, with its affiliates or associates, holds _______ common shares in the capital of the Corporation;

(b) the issuance of Debenture Shares to the Lender(s) in satisfaction of the Retraction Amount will not result in such Lender, together with its affiliates or associates, holding more than 9.99% of the total outstanding Common Shares on a non-diluted basis; and

(c) the Lender has made all reasonable inquiries to ensure that the information provided in this Conversion Form is accurate.

To determine the Holder’s percentage holdings of the total outstanding Common Shares on a non- diluted basis on the date of the proposed issuance of Debenture Shares pursuant to a satisfaction of Retraction Amounts by issuing Debenture Shares, the Corporation shall apply the following formula:

X	=	HS + CS

| | | IPCS + CS |

| where: | | | | X | = | the Holder’s and its associates’ or affiliates’ percentage holdings of the total outstanding Common Shares on a non-diluted basis following the proposed issuance of Debenture Shares pursuant to the satisfaction of Retraction Amounts | | HS | = | the number of Common Shares held by the Holder or its affiliates or associates, indirectly or directly prior to a Retraction Payment | | CS | = | the number of Common Shares to be issued to the Holder or its affiliates or associates, indirectly or directly pursuant to the issuance of the Debenture Shares | | IPCS | = | the total number of outstanding Common Shares on a non-diluted basis as of the date of the proposed issuance of Debenture Shares |

____________________

^1^ The Retraction Amount not to exceed the aggregate of $500,000 for all debentures, plus amounts from prior months not previously required to be paid.

C-1

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this __________________ day of ___________________.

	Royal Capital Management Corp.,<br> <br>by its authorized signatory/ies:
	Per:

| | | Name |

| | | Title: | | | Per: | |

| | | Name |

| (Attached to this retraction notice is the Bloomberg VWAP Calculation for the relevant period) | | |

C-2

SCHEDULE “D”

ELECTION NOTICE

TO: AMERICAS GOLD AND SILVER CORPORATION (the “Corporation”)

The undersigned, as the Agent for the Lenders under the series of convertible debenture issued by the Corporation each dated October 30, 2023 (the “Debentures”), hereby requires the Corporation advise of its election pursuant to Section 2.3 of the Debentures to make the Retraction Payments in cash or Common Shares. Please complete and sign the bottom portion of this form and return it to us within five (5) Business Days.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Debentures.

DATED this _____________ day of ______________________.

Royal Capital Management Corp.,<br> <br>by its authorized signatory/ies:
Per:

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

To: Royal Capital Management Corp.(the “Agent”)

Pursuant to Section 2.3 of the Debentures, the Corporation elects to make Retraction Payments by way of **[cash/Common Shares]**until such time as it otherwise notifies the Agent.

DATED this ______________ day of ______________________.

Americas Gold and Silver Corporation,<br> <br>by its authorized signatory/ies:
Per:

| | Name |

| | Title: | | Per: | |

| | Name |

| | Title: |

D-1

SCHEDULE “E”

QUALIFICATIONS TO REPRESENTATIONS AND WARRANTIES

The state of Idaho filed a civil enforcement action against U.S. Silver - Idaho in state court on March 24, 2023. The Idaho Conservation League (“ICL”)filed a civil enforcement action against U.S. Silver - Idaho in Federal Court on March 30, 2023. The actions allege certain violations of the terms and conditions of an Idaho Pollutant Discharge Elimination System Permit. The Company has settled the state enforcement action and, as a result, has moved to dismiss the ICL action.The Company does not believe the allegations, as and when resolved, will have a material impact on the Galena Project.

On March 14, 2023, the Mexican subsidiary Minera Cosala, S.A. de C.V. filed before the Secretariat of Environment and Natural Resources (SEMARNAT) an application to obtain in due course a current Environmental Impact Authorization (MIA). As required, the application filed contains a description of the project regarding the operation and maintenance of the Los Braceros Mill, further to the objective of continuing in the ordinary course with operating activities in the Mill and tailing dam facilities. The technical documentation needed to comply with said project, the publication of the permit application in a local newspaper, as required by Law and the paid fees have been or will be filed before SEMARNAT to sustain the application or otherwise as requested by the Federal Attorney for Environmental Protection (PROFEPA).

On April 11, 2023, a fatal accident occurred underground at the Galena Project when a miner was struck by falling ground. The Company is working closely with the Mine Safety and Health Administration (MSHA) while the accident investigation is underway. The Mine is currently operational, and the Company does not believe the incident or its investigation, as and when resolved, will have a material impact on the Galena Project.

E-1

usas_ex46.htm EXHIBIT 4.6

Execution Version

MINE OPERATING AND

IMPROVEMENTS AGREEMENT

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND CROSS-REFERENCES	1

| 1.1 | Definitions | 1 |

| 1.2 | Cross-References | 1 | | ARTICLE II | NAME, PURPOSES AND TERM | 1 |

| 2.1 | General | 1 |

| 2.2 | Name | 1 |

| 2.3 | Purposes | 2 |

| 2.4 | Limitation | 2 |

| 2.5 | Term | 2 | | ARTICLE III | REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES | 2 |

| 3.1 | Representations and Warranties of Both Participants | 2 |

| 3.2 | Representations and Warranties of USI | 3 |

| 3.3 | Record Title | 6 |

| 3.4 | Loss of Title | 6 |

| 3.5 | Indemnities/Limitation of Liability | 6 |

| 3.6 | Transfer Taxes | 7 | | ARTICLE IV | RELATIONSHIP OF THE PARTICIPANTS | 7 |

| 4.1 | No Partnership | 7 |

| 4.2 | Relationship of the Participants for Federal Income Tax | 8 |

| 4.3 | State Income Tax | 8 |

| 4.4 | Other Business Opportunities | 8 |

| 4.5 | Waiver of Rights to Partition or Other Division of Assets | 8 |

| 4.6 | Transfer or Termination of Rights to Properties | 8 |

| 4.7 | Implied Covenants | 8 |

| 4.8 | No Third-Party Beneficiary Rights | 8 | | ARTICLE V | CONTRIBUTIONS BY PARTICIPANTS | 9 |

| 5.1 | Participants’ Initial Contributions | 9 |

| 5.2 | USI’s Follow-On Improvements Contribution | 9 |

| 5.3 | Additional Contributions | 9 | | ARTICLE VI | INTERESTS OF PARTICIPANTS | 9 |

| 6.1 | Initial Participating Interests | 9 |

| 6.2 | Changes in Participating Interests | 9 |

| 6.3 | Elimination of Minority Interest | 10 |

| 6.4 | Continuing Liabilities Upon Adjustments of Participating Interests | 11 |

| 6.5 | Documentation of Adjustments to Participating Interests | 11 |

| 6.6 | Grant of Lien and Security Interest | 11 |

| 6.7 | Subordination of Interests | 12 |

i

ARTICLE VII	MANAGEMENT COMMITTEE	12

| 7.1 | Organization and Composition | 12 |

| 7.2 | Decisions | 12 |

| 7.3 | Meetings | 13 |

| 7.4 | Action Without Meeting in Person | 13 |

| 7.5 | Matters Requiring Approval | 13 | | ARTICLE VIII | MANAGER | 14 |

| 8.1 | Appointment | 14 |

| 8.2 | Powers and Duties of Manager | 14 |

| 8.3 | Standard of Care | 18 |

| 8.4 | Resignation; Deemed Offer to Resign | 18 |

| 8.5 | Payments To Manager | 19 |

| 8.6 | Transactions With Affiliates | 19 |

| 8.7 | Activities During Deadlock | 19 | | ARTICLE IX | PROGRAMS AND BUDGETS | 19 |

| 9.1 | Initial Programs and Budgets | 19 |

| 9.2 | Operations Pursuant to Programs and Budgets | 20 |

| 9.3 | Presentation of Programs and Budgets | 20 |

| 9.4 | Review and Adoption of Proposed Programs and Budgets | 20 |

| 9.5 | Election to Participate | 20 |

| 9.6 | Amendments | 21 |

| 9.7 | Recalculation or Restoration of Reduced Interest Based on Actual Expenditures | 22 |

| 9.8 | Budget Overruns; Program Changes | 23 |

| 9.9 | Emergency or Unexpected Expenditures | 23 | | ARTICLE X | ACCOUNTS AND SETTLEMENTS | 23 |

| 10.1 | Monthly Statements | 23 |

| 10.2 | Cash Calls | 23 |

| 10.3 | Failure to Meet Cash Calls | 24 |

| 10.4 | Cover Payment | 24 |

| 10.5 | Remedies | 24 |

| 10.6 | Audits | 25 |

| 10.7 | Project Financing | 25 | | ARTICLE XI | DISPOSITION OF PRODUCTION | 26 |

| 11.1 | Disposition of Production | 26 |

| 11.2 | Hedging | 26 | | ARTICLE XII | WITHDRAWAL AND TERMINATION | 26 |

| 12.1 | Termination by Expiration or Agreement | 26 |

| 12.2 | Termination by Deadlock | 26 |

| 12.3 | Withdrawal | 26 |

| 12.4 | Continuing Obligations and Environmental Liabilities | 27 |

| 12.5 | Disposition of Assets on Termination | 27 |

| 12.6 | Non-Compete Covenants | 28 |

| 12.7 | Right to Data After Termination | 28 |

| 12.8 | Continuing Authority | 28 |

| 12.9 | Survival of Ingress and Egress After Termination | 29 |

ii

ARTICLE XIII	ACQUISITIONS WITHIN AREA OF INTEREST	29

| 13.1 | General | 29 |

| 13.2 | Notice to Non-Acquiring Participant | 29 |

| 13.3 | Option Exercised | 30 |

| 15.1 | General | 30 |

| 15.2 | Limitations on Free Transferability | 30 |

| 15.3 | Preemptive Right | 32 |

| 15.4 | Limitations | 32 | | ARTICLE XVI | DISPUTES | 32 |

| 16.1 | Governing Law | 32 |

| 16.2 | Informal Dispute Resolution | 32 |

| 16.3 | Dispute Resolution | 33 | | ARTICLE XVII | CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION | 33 |

| 17.1 | Confidential Information | 33 |

| 17.2 | Exceptions | 34 |

| 17.3 | Required Disclosure | 34 |

| 17.4 | Survival | 34 |

| 17.5 | Press Releases | 34 |

| 17.6 | Technical Reports | 34 | | ARTICLE XVIII | GENERAL PROVISIONS | 35 |

| 18.1 | Notices | 35 |

| 18.2 | Interpretation | 36 |

| 18.3 | Currency | 36 |

| 18.4 | Headings | 36 |

| 18.5 | Waiver | 36 |

| 18.6 | Modification | 37 |

| 18.7 | Force Majeure | 37 |

| 18.8 | Rule Against Perpetuities | 37 |

| 18.9 | Further Assurances | 37 |

| 18.10 | Entire Agreement; Successors and Assigns | 38 |

| 18.11 | Memorandum | 38 |

| 18.12 | Counterparts | 38 |

iii

EXHIBIT A – Assets and Area of Interest	A-1
EXHIBIT A-1 – Properties	A-1-1
EXHIBIT B – Accounting Procedure	B-1
EXHIBIT C – Definitions	C-1
EXHIBIT D – Net Proceeds	D-1
EXHIBIT E – Insurance	E-1
EXHIBIT F – Improvements Program and Budget	F-1
EXHIBIT G – Arbitration and Dispute Resolution	G-1
EXHIBIT H – Preemptive Rights	H-1
EXHIBIT I – Short Form of Agreement	I-1
EXHIBIT J – Tax Matters	J-1

Certain exhibits and schedules have been omitted pursuant to the instructions of Form 20-F. The registrant hereby undertakes to furnish a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.

iv

MINE OPERATING AND IMPROVEMENTS AGREEMENT

This Mine Operating and Improvements Agreement is made as of September [9], 2019 (“Effective Date”) between U.S. Silver-Idaho, Inc., a Delaware corporation (“USI”), the address of which is 1041 Lake Gulch Road, Wallace, ID, USA, 83873, P.O. Box 440, and Sprott Mining Idaho Limited Partnership, a Delaware limited partnership (“Sprott”), the address of which is c/o Sprott Mining Idaho Management Inc., 200 Bay Street, Suite 2600, Toronto, Ontario M5J 2J1.

RECITALS

A. USI owns or controls certain properties in Shoshone County, Idaho, known as the Galena Complex, which properties are described in Exhibit A-1 and defined in Exhibit D.

B. USI is currently operating a silver/lead/copper mine (the “Mine”) at the Galena Complex. The Participants have acknowledged and agreed that certain improvements should be made to the Mine as part of an effort to maximize its efficiency and potential.

C. Sprott wishes to participate with USI in making those improvements to the Mine, and the ongoing mining of mineral resources within the Properties, and USI is willing to grant such rights to Sprott.

NOW THEREFORE, in consideration of the covenants and conditions contained herein, USI and Sprott agree as follows:

ARTICLE I

DEFINITIONS **** AND **** CROSS-REFERENCES

1.1 Definitions. The terms defined in Exhibit C and elsewhere shall have the defined meaning wherever used in this Agreement, including in Exhibits.

1.2 Cross-References. References to “Exhibits,” “Articles,” “Sections” and “Subsections” refer to Exhibits, Articles, Sections and Subsections of this Agreement. References to “Paragraphs” and “Subparagraphs” refer to paragraphs and subparagraphs of the referenced Exhibits.

ARTICLE II

NAME, PURPOSES AND TERM

2.1 General. USI and Sprott hereby enter into this Agreement for the purposes hereinafter stated. All of the rights and obligations of the Participants in connection with the Assets and all Operations shall be subject to and governed by this Agreement.

2.2 Name. The Assets shall be managed and operated by the Participants under the name of The Galena Complex Joint Venture. The Manager shall accomplish any registration required by applicable assumed or fictitious name statutes and similar statutes.

1

2.3 Purposes. This Agreement is entered into for the following purposes and for no others, and shall serve as the exclusive means by which each of the Participants accomplishes such purposes:

(a) to conduct Exploration and Development at the Properties;

(b) to acquire additional real property and other interests within the current exterior boundaries of the Properties;

(c) to evaluate, fund and implement certain improvements to the Mining Operations at the Properties, and to engage in ongoing Mining;

(d) to engage in Operations on the Properties;

(e) to engage in marketing Products, to the extent provided by Article XI;

(f) to complete and satisfy all Environmental Compliance obligations and Continuing Obligations affecting the Properties; and

(g) to perform any other activity necessary, appropriate, or incidental to any of the foregoing.

2.4 Limitation. Unless the Participants otherwise agree in writing, the Operations shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge such purposes or to change the relationships of the Participants as set forth in Article IV.

2.5 Term. The term of this Agreement shall be for twenty (20) years from and after the Effective Date and for so long thereafter as Operations are being conducted on a continuous basis, and thereafter until all materials, supplies, equipment and infrastructure have been salvaged and disposed of, any required Environmental Compliance is completed and accepted and the Participants have agreed to a final accounting, unless the Business is earlier terminated as herein provided. For purposes hereof, Operations shall be deemed to be ongoing on a “continuous basis” so long as Exploration, Development, Mining or Environmental Compliance Operations are not halted for more than three hundred sixty-five (365) consecutive days, other than (a) as the result of force majeure under Section 18.7, or (b) if Operations have been temporarily suspended by the Management Committee due to economic conditions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES; TITLE TO ASSETS; INDEMNITIES

3.1 Representations and Warranties of Both Participants. As of the Effective Date, each Participant warrants and represents to the other that:

(a) it is an entity duly organized or formed and in good standing in its state of organization or formation, as applicable, and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;

2

(b) it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all corporate, board of directors, shareholder, partnership and other actions, as applicable, required to authorize it to enter into and perform this Agreement have been properly taken;

(c) it will not breach any other agreement or arrangement in a manner that would impair its ability to conduct Operations on the Properties by entering into or performing this Agreement;

(d) it is not subject to any governmental order, judgment, decree, debarment, sanction or Laws that would preclude the conduct of Operations under this Agreement;

(e) it has obtained all consents, approvals, authorizations, declarations, or filings required by any federal, state, local, or other authority, stock exchange or any other third party, in connection with the valid execution, delivery, and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby; and

(f) this Agreement has been duly executed and delivered by it and is valid and binding upon and enforceable against it in accordance with its terms; provided, however, that no representation or warranty is made as to (i) the remedy of specific performance or other equitable remedies for the enforcement of this Agreement or any other agreement contemplated hereby or (ii) rights to indemnity under this Agreement for securities law liability, and provided further that this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties.

3.2 Representations and Warranties of USI. As of the Effective Date, USI makes the following representations and warranties to Sprott:

(a) With respect to the Key Properties comprising interests in fee lands or patented mining claims, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule. With respect to the Other Properties comprising interests in fee lands or patented mining claims, to its knowledge, USI is in exclusive possession of and owns such Properties free and clear of all Encumbrances, except those set forth in the Title Reports or otherwise specifically identified in the Disclosure Schedule.

(b) With respect to those Properties in which USI holds an interest under leases or other contracts, except for the execution and delivery of renegotiated mining leases as may be required from time to time, (i) to its knowledge USI is in exclusive possession of such Properties (except to the extent that the lessors or other parties to those leases or other contracts have rights to use or allow third parties to use the Properties as set forth in those leases or other contracts); (ii) USI has not received any notice of default of any of the terms or provisions of such leases or other contracts; (iii) USI has the authority under such leases or other contracts to perform fully its obligations under this Agreement; (iv) to USI’s knowledge, such leases and other contracts are valid and are in good standing; (v) USI has no knowledge of any act or omission or any condition on the Properties which could be considered or construed as a default under any such lease or other contract; and (vi) to USI’s knowledge, such Properties are free and clear of all Encumbrances arising by, through or under USI except for those set forth in the Title Reports or specifically identified in the Disclosure Schedule.

3

(c) With respect to unpatented mining claims included in the Properties which were located by USI (the “USI Claims”), except as provided in the Title Reports or the Disclosure Schedule, and subject to the paramount title of the United States, to USI’s knowledge:

(i) the USI Claims were properly laid out and monumented; (ii) all required location and validation work was properly performed; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies; (iv) all assessment work required to hold the USI Claims has been performed and all Governmental Fees have been paid in a manner consistent with that required of the Manager pursuant to Subsection 8.2(k) **** to maintain the USI Claims through the assessment year ending September 1, 2020; and (v) all affidavits of assessment work, evidence of payment of Governmental Fees, and other filings required to maintain the USI Claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies. Nothing in this Subsection, however, shall be deemed to be a representation or a warranty as to the presence or absence of unpatented mining claims or millsites in conflict with the USI Claims, that the USI Claims constitute a compact group of contiguous claims free of interior gaps or fractions, or that any of the USI Claims contains a discovery of valuable minerals. In addition, USI does not make any representation or warranty as to whether or not USI has established or maintained pedis possessio rights with respect to any of the USI Claims, what rights USI has to use the surface of any of the USI Claims for any purpose, or otherwise as to the validity of any of the USI Claims or the use of the same.

(d) With respect to unpatented mining claims included in the Properties which were not located by USI (the “Other Claims”), except as provided in the Title Reports or the Disclosure Schedule, and subject to the paramount title of the United States, to USI’s knowledge:

(i) all assessment work required to hold the Other Claims has been performed and all Governmental Fees have been paid in a manner consistent with that required of the Manager pursuant to Subsection 8.2(k) **** to maintain the Other Claims through the assessment year ending September 1, 2020; and (ii) all affidavits of assessment work, evidence of payment of Governmental Fees, and other filings required to maintain the Other Claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies. Nothing in this Subsection, however, shall be deemed to be a representation or a warranty as to the presence or absence of unpatented mining claims or millsites in conflict with the Other Claims, that the Other Claims constitute a compact group of contiguous claims free of interior gaps or fractions, or that any of the Other Claims contains a discovery of valuable minerals. In addition, USI does not make any representation or warranty as to whether or not USI has established or maintained pedis possessio rights with respect to any of the Other Claims, what rights USI has to use the surface of any of the Other Claims for any purpose, or otherwise as to the validity of any of the Other Claims or the use of the same.

(e) Except as set forth in the Title Reports, there are no royalties or other burdens on production affecting the Key Properties.

(f) USI has good and marketable title to or a valid leasehold interest in all of the material equipment, buildings and fixtures currently being used at the Mine.

4

(g) To its knowledge, USI has obtained all material permits, licenses, approvals, authorizations and qualifications of all federal, state and local authorities required for it to carry on its current operations at or on the Properties, and posted all bonds or other surety instruments required in connection therewith.

(h) With respect to the Properties, there are no pending or, to USI’s knowledge, threatened actions, suits, claims or proceedings.

(i) Except as to matters otherwise disclosed in the Disclosure Schedule or as would not be reasonably expected to have a material adverse effect on the Business or the Properties:

(i) to USI’s knowledge, the conditions existing on or with respect to the Properties and its ownership and operation of the Properties are not in violation of any Laws (including without limitation any Environmental Laws), nor causing or permitting, to the extent not authorized by applicable Laws, any damage (including Environmental Damage, as defined below) or impairment to the health, safety, or enjoyment of any person at or on the Properties or in the general vicinity of the Properties;

(ii) to USI’s knowledge, there have been no past violations by it or by any of its predecessors in title of any Environmental Laws or other Laws affecting or pertaining to the Properties, nor, to the extent not authorized by applicable Laws, any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Properties (“Environmental Damage”); and

(iii) Except as set forth in the Disclosure Schedule, USI has not received inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any Laws.

(j) USI has conducted all of its operations and activities on the Properties in material compliance with applicable Laws (including without limitation Environmental Laws), and to its knowledge, it is not in material violation of any law, rule, ordinance, or other governmental regulation, including, without limitation, those relating to zoning, condemnation, mining, mine safety, reclamation, environmental matters, equal employment, and federal, state, or local health and safety laws, rules, and regulations, the lack of compliance with which could materially adversely affect the Properties.

The representations and warranties set forth above shall survive the execution and delivery of any documents of Transfer provided under this Agreement. For a representation or warranty made to a Participant’s “knowledge,” the term “knowledge” shall mean actual or constructive knowledge on the part of the executive officers of the representing Participant or of facts that would reasonably lead to the indicated conclusions, or would reasonably have been expected to be obtained by such person based on such person’s position or office.

5

3.3 Record Title. Title to the Assets shall be held by USI for the benefit of USI and Sprott, as their Participating Interests are determined pursuant to this Agreement, and expressly subject to this Agreement.

3.4 Loss of Title. Any failure or loss of title to the Assets, and all costs of defending title, shall be charged to the Business Account, except that all costs and losses arising out of or resulting from breach of the representations and warranties of USI as to title shall be charged to USI.

3.5 Indemnities/Limitation of Liability.

(a) Each Participant shall defend, indemnify and hold the other Participant, its directors, officers, employees, agents and attorneys and Affiliates (collectively “Indemnified Participant”) harmless from and against the entire amount of any Material Loss. A “Material Loss” shall mean all costs, expenses, damages or liabilities, including reasonable attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a material breach by a Participant (“Indemnifying Participant”) of any representation, warranty or covenant contained in this Agreement, including without limitation:

(i) any action taken for or obligation or responsibility assumed on behalf of the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates by a Participant, any of its directors, officers, employees, agents and attorneys, or Affiliates, in violation of Section 4.1;

(ii) failure of a Participant or its Affiliates to comply with the non- compete or Area of Interest provisions of Section 12.6 **** or Article XIII; and

(iii) failure of a Participant or its Affiliates to comply with the preemptive right under Section 15.3 **** and Exhibit H.

A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of One Hundred Thousand Dollars ($100,000) relating to breaches of warranties, representations and covenants contained in this Agreement. A Participant’s aggregate liability to all Indemnified Participants under this Section for breaches of the representations and warranties in Sections 3.1 **** and 3.2 **** shall not exceed the amount of Sprott’s Initial Contribution.

6

(b) If any claim or demand is asserted against an Indemnified Participant in respect of which such Indemnified Participant may be entitled to indemnification under this Agreement, or if an Indemnified Participant otherwise believes in good faith that it is entitled to indemnification under this Agreement, written notice of such claim or demand (together with a reasonably detailed description thereof) shall promptly be given to the Indemnifying Participant. Failure to promptly provide such notice shall not relieve the Indemnifying Participant of any of its obligations hereunder except to the extent the Indemnifying Participant is materially prejudiced thereby. The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter, including, at the Indemnifying Participant’s expense, employment of counsel of the Indemnifying Participant’s choice. Any damages to the assets or business of the Indemnified Participant caused by a failure by the Indemnifying Participant to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Participant shall be obligated to indemnify the Indemnified Participant. Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or demand, and shall be made only with the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed. The Indemnified Party may participate in the defense of any claim at its expense, and until the Indemnifying Party has agreed to defend such claim, the Indemnified Party may file any motion, answer or other pleading or take such other action as it deems appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party does not elect to contest any third-party claim, the Indemnifying Party shall be bound by the results obtained with respect thereto by the Indemnified Party, including any settlement of such claim.

3.6 Transfer Taxes. Any sales, use, stamp, documentary, transfer, bulk sales, value added, goods and services, registration or similar taxes assessed upon or with respect to the acquisition by Sprott of its initial Participating Interest (“Transfer Taxes”), and any recording or filing fees with respect thereto shall be provided for in the Initial Program and Budget. Each Participant shall timely file or cause to be filed by it with respect to such taxes any certificates or other documents reasonably requested by the other Participant as necessary or appropriate to reduce or eliminate any Transfer Taxes under applicable Laws. The Participants shall jointly be responsible for satisfying applicable reporting requirements with respect to Transfer Taxes.

ARTICLE IV

RELATIONSHIP OF THE PARTICIPANTS

4.1 No Partnership. Nothing contained in this Agreement shall be deemed to constitute either Participant the partner of the other, other than solely for income tax purposes, or, except as otherwise herein expressly provided, to constitute either Participant the agent or legal representative of the other, or to create any fiduciary relationship between them. The Participants do not intend to create, and this Agreement shall not be construed to create, any mining, commercial or other partnership or joint venture, other than solely for income tax purposes. Neither Participant, nor any of its directors, officers, employees, agents and attorneys, or Affiliates, shall act for or assume any obligation or responsibility on behalf of the other Participant, except as otherwise expressly provided herein, and any such action or assumption by a Participant’s directors, officers, employees, agents and attorneys, or Affiliates shall be a breach by such Participant of this Agreement. The rights, duties, obligations and liabilities of the Participants shall be several and not joint or collective. Each Participant shall be responsible only for its obligations as herein set out and shall be liable only for its share of the costs and expenses as provided herein, and it is the express purpose and intention of the Participants that their ownership of Assets and the rights acquired hereunder shall be as tenants in common. Each Participant shall indemnify, defend and hold harmless the other Participant, its directors, officers, members, employees, agents and attorneys from and against any Material Loss arising out of any act or any assumption of liability by the indemnifying Participant, or any of its directors, officers, employees, agents and attorneys done or undertaken, or apparently done or undertaken, on behalf of the other Participant, except pursuant to the authority expressly granted herein or as otherwise agreed in writing between the Participants.

7

4.2 Relationship of the Participants for Federal Income Tax Purposes. Without changing the effect of Section 4.1, the relationship of the Participants shall constitute a tax partnership within the meaning of Section761(a) of the United States Internal Revenue Code of 1986, as amended. The relationship of the Participants for such purposes shall be governed by the provisions of Exhibit J attached hereto (the “Tax Exhibit”).

4.3 State Income Tax. The relationship of the Participants shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes, to the extent consistent with applicable Law.

4.4 Other Business Opportunities. Except as expressly provided in this Agreement, each Participant shall have the right to engage in and receive full benefits from any independent business activities or operations, whether or not competitive with this Business, without consulting with, or obligation to, the other Participant. The doctrines of “corporate opportunity” or “business opportunity” shall not be applied to this Business nor to any other activity or operation of either Participant. Neither Participant shall have any obligation to the other with respect to any opportunity to acquire any property outside the Area of Interest at any time, or, except as otherwise provided in Section 12.6, within the Area of Interest after the termination of the Business. Unless otherwise agreed in writing, neither Participant shall have any obligation to mill, beneficiate or otherwise treat any Products in any facility owned or controlled by such Participant.

4.5 Waiver of Rights to Partition or Other Division of Assets. The Participants hereby waive and release all rights of partition, or of sale in lieu thereof, or other division of Assets, including any such rights provided by Law.

4.6 Transfer or Termination of Rights to Properties. Except as otherwise provided in this Agreement, neither Participant shall Transfer all or any part of its interest in the Assets or this Agreement or otherwise permit or cause such interests to terminate.

4.7 Implied Covenants. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

4.8 No Third-Party Beneficiary Rights. This Agreement shall be construed to benefit the Participants and their respective successors and assigns only, and shall not be construed to create third party beneficiary rights in any other party or in any governmental organization or agency, except to the extent required by Project Financing and as provided in Subsection 3.7(a).

8

ARTICLE V

CONTRIBUTIONS BY PARTICIPANTS

5.1 Participants’ Initial Contributions.

(a) USI, as its Initial Contribution, hereby (i) contributes the Assets described in Exhibit A to the purposes of this Agreement, and (ii) after Sprott’s $15,000,000 contributed to fund the Improvements Program and Budget has been expended, shall contribute the next $5,000,000 for expenditures under the Improvements Program and Budget. The amount of Thirty Million Dollars ($30,000,000) shall be credited to USI’s Equity Account with respect to USI’s Initial Contribution.

(b) Sprott, as its Initial Contribution, hereby contributes (i) the initial $15,000,000 required to fund the Improvements Program and Budget, and (ii) up to an additional $5,000,000 as and when required under the Initial Program and Budget. The amount of Sprott’s Initial Contribution shall be credited to Sprott’s Equity Account.

5.2 [Reserved].

5.3 Additional Contributions. In addition to the contributions described in Section 5.1, the Participants, subject to any election permitted by Subsection 9.5(a), shall be obligated to contribute funds to adopted Programs and Budgets in proportion to their respective Participating Interests.

ARTICLE VI

INTERESTS OF PARTICIPANTS

6.1 Initial Participating Interests. The Participants shall have the following initial Participating Interests:

USI	-	60%

| Sprott | - | 40% |

6.2 Changes in Participating Interests. The Participating Interests shall be eliminated or changed as follows:

(a) Upon withdrawal or deemed withdrawal as provided in Sections 6.3, and

Article XII;

(b) Upon an election by either Participant pursuant to Section 9.5 **** to contribute less to an adopted Program and Budget than the percentage equal to its Participating Interest, or to contribute nothing to an adopted Program and Budget;

(c) In the event of default by either Participant in making its agreed-upon contribution to an adopted Program and Budget, followed by an election by the other Participant to invoke any of the remedies in Section 10.5;

9

(d) Upon Transfer by either Participant of part or all of its Participating Interest in accordance with Article XV; or

(e) Upon acquisition by either Participant of part or all of the Participating Interest of the other Participant, however arising.

6.3 Elimination of Minority Interest.

(a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in the Disclosure Schedule or which the Management Committee has approved pursuant to this Agreement. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant’s capital account as determined in accordance with the provisions of Article IV of the Tax Exhibit (“Capital Account”) shall transfer to the other Participant, and the tax partnership established under the Tax Exhibit shall be liquidated in accordance with Paragraph 4.2 of the Tax Exhibit. If the Reduced Participant’s Recalculated Participating Interest is reduced to less than ten percent (10%) other than by reason of a default by the Reduced Participant under Section 10.3, the Reduced Participant shall have the right to receive five percent (5%) of Net Proceeds, if any, to a maximum amount of one hundred percent (100%) of the Reduced Participant’s Equity Account balance as of the effective date of the withdrawal. If the Reduced Participant’s Participating Interest is reduced to less than ten percent (10%) as the result of its default under Section 10.3, the Reduced Participant shall have the right to received five percent (5%) of Net Proceeds, if any, to a maximum amount of fifty percent (50%) of the Reduced Participant’s Equity Account balance as of the effective date of such withdrawal. Upon receipt of such amount, and subject to Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant.

(b) The relinquishment, withdrawal and entitlements for which this Section provides shall be effective as of the effective date of the recalculation under Sections 9.5 **** or 10.5. However, if the final adjustment provided under Section 9.7 **** for any recalculation under Section 9.5 **** results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under Subsection 6.3(a) **** shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 9.7(d). Similarly, if such final adjustment under Section 9.7 **** results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under Section 9.5 **** had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of greater than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of Subsection 6.3(a) **** as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in Subsection 9.7(d), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

10

6.4 Continuing Liabilities Upon Adjustments of Participating Interests. Any reduction or elimination of either Participant’s Participating Interest under Section 6.2 **** shall not relieve such Participant of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Participant’s share of such liability shall be equal to its Participating Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Participating Interests under Sections 6.3, 9.5, 9.7 **** and 10.5 **** (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Participant’s initial Participating Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Exhibit B, each of the Participants shall be liable for its proportionate share (i.e., Participating Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Participating Interests under Sections 6.3, 9.5, 9.7 **** and 10.5, of the cost of satisfying such Continuing Obligations, notwithstanding that this Agreement may have been terminated or that either Participant has previously withdrawn from the Business or that its Participating Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 6.3(a).

6.5 Documentation of Adjustments to Participating Interests. Adjustments to the Participating Interests need not be evidenced during the term of this Agreement by the execution and recording of appropriate instruments, but each Participant’s Participating Interest and related Equity Account balance shall be shown in the accounting records of the Manager, and any adjustments thereto, including any reduction, readjustment, and restoration of Participating Interests under Sections 6.3, 9.5, 9.7 **** and 10.5, shall be made monthly. However, either Participant, at any time upon the request of the other Participant, shall execute and acknowledge instruments necessary to evidence such adjustments in form sufficient for filing and recording in the jurisdiction where the Properties are located.

6.6 Grant of Lien and Security Interest.

(a) Subject to Section 6.7, each Participant grants to the other Participant a lien upon and a security interest in its Participating Interest, including all of its right, title and interest in the Assets, whenever acquired or arising, and the proceeds from and accessions to the foregoing.

11

(b) The liens and security interests granted by Subsection 6.6(a) **** shall secure every obligation or liability of the Participant granting such lien or security interest created under this Agreement, including the obligation to repay a Cover Payment in accordance with Section 10.4. Each Participant hereby agrees to take all action necessary to perfect such lien and security interest and hereby appoints the other Participant its attorney-in-fact to execute, file and record all financing statements and other documents necessary to perfect or maintain such lien and security interest.

6.7 Subordination of Interests. Each Participant shall, from time to time, take all necessary actions, including execution of appropriate agreements, to pledge and subordinate its Participating Interest, any liens it may hold which are created under this Agreement other than those created pursuant to Section 6.6 **** hereof, and any other right or interest it holds with respect to the Assets (other than any statutory lien of the Manager) to any secured borrowings for Operations approved by the Management Committee, including any secured borrowings relating to Project Financing, and any modifications or renewals thereof.

ARTICLE VII

MANAGEMENT COMMITTEE

7.1 Organization and Composition. The Participants hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) members appointed by USI and one (1) member appointed by Sprott. Each Participant may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments by a Participant shall be made or changed by notice to the other members. USI shall designate one of its members to serve as the chair of the Management Committee.

7.2 Decisions. After Sprott has completed its Initial Contribution, each Participant, acting through its appointed member(s) in attendance at the meeting, shall have the votes on the Management Committee in proportion to its Participating Interest. Unless otherwise provided in this Agreement, the vote of the Participant with a Participating Interest over fifty percent (50%) shall determine the decisions of the Management Committee; provided, however, that each of the following decisions shall require a unanimous vote of the Participants:

(a) acquisition of any Asset for the business which would materially change the conduct of the Business;

(b) a decision to obtain Project Financing which requires each Participant to pledge its Participating Interest as security;

(d) a liquidation of the Business.

12

7.3 Meetings.

(a) The Management Committee shall hold regular meetings at least twice a year in Denver, Colorado, or at other agreed places. The Manager shall give twenty (20) days’ prior written notice to the Participants of such meetings. Additionally, either Participant may call a special meeting upon seven (7) days’ notice to the other Participant. In case of an emergency, reasonable notice of a special meeting shall suffice. There shall be a quorum if at least one member representing each Participant is present; provided, however, that if a Participant fails to attend two consecutive properly called meetings, then a quorum shall exist at the second meeting if the other Participant is represented by at least one appointed member, and a vote of such Participant shall be considered the vote required for the purposes of the conduct of all business properly noticed even if such vote would otherwise require unanimity.

(b) If business cannot be conducted at a regular or special meeting due to the lack of a quorum, either Participant may call the next meeting upon three (3) days’ notice to the other Participant.

(c) Each notice of a meeting shall include an itemized agenda prepared by the Manager in the case of a regular meeting, or by the Participant calling the meeting in the case of a special meeting, but any matters may be considered if either Participant adds the matter to the agenda at least five (5) days before the meeting or with the consent of the other Participant. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the other Participant within twenty (20) days after the meeting. Either Participant may electronically record the proceedings of a meeting with the consent of the other Participant. The other Participant shall sign and return or provide written comments on the minutes prepared by the Manager within fifteen (15) days after receipt, and failure to do either shall be deemed acceptance of the minutes as prepared by the Manager. If the other Participant timely submits written comments on such minutes, the Management Committee shall seek, for a period not to exceed twenty (20) days, to agree upon minutes of such meeting acceptable to the Participants. At the end of such period, failing agreement by the Participants on revised minutes, the minutes of the meeting shall be the original minutes as prepared by the Manager, together with the comments on the minutes made by the other Participant. Decisions made at a Management Committee meeting shall be implemented in accordance with adopted Programs and Budgets. If personnel employed in Operations are required to attend a Management Committee meeting, reasonable costs incurred in connection with such attendance shall be charged to the Business Account. All other costs shall be paid by the Participants individually.

7.4 Action Without Meeting in Person. In lieu of meetings in person, the Management Committee may conduct meetings by telephone or video conference, so long as minutes of such meetings are prepared in accordance with Subsection 7.3(c). The Management Committee may also take actions in writing signed by all members.

7.5 Matters Requiring Approval. Except as provided in Subsection 5.1(c) and as otherwise delegated to the Manager in Section 8.2, the Management Committee shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.

13

ARTICLE VIII

MANAGER

8.1 Appointment. The Participants hereby appoint USI as the Manager with overall management responsibility for Operations. USI hereby agrees to serve until it resigns or is deemed to have offered to resign as provided in Section 8.4.

8.2 Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.

(a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in Article IX.

(b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs (subject to each Participant’s compliance with Section 10.2), and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.

(c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations (to the extent the same are available to the Manager using commercially reasonable efforts), such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in Paragraph 1.1 of Exhibit A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic’s or materialmen’s liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.

(d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.

(e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant’s sales revenue or net income and taxes, including production taxes, attributable to a Participant’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) perform all other acts reasonably necessary to maintain the Assets.

14

(f) The Manager shall: (i) apply for and maintain all necessary permits, licenses and approvals for the conduct of Operations; (ii) comply with all Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and

(iv) prepare and file all reports or notices required for or as a result of Operations. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply consistent with its standard of care under Section 8.3. In the event of any such violation, the Manager shall timely cure or dispose of such violation on behalf of both Participants through performance, payment of fines and penalties, or both, and the cost thereof shall be charged to the Business Account. The Manager shall not be in breach of this provision if a violation has occurred in spite of the Manager’s good faith efforts to comply, and the Manager has timely cured or disposed of such violation through performance, or payment of fines and penalties. In addition, with respect to the posting of any bonds or other surety required to obtain any permits, licenses or approvals, neither Participant shall have any obligation to provide corporate guarantees or make its balance sheet available to ensure that such bonds or other surety are in place.

(g) The Manager shall notify the other Participant promptly of any litigation, arbitration or administrative proceeding commenced against the Business or the Assets. The Manager shall prosecute and defend, but shall not initiate without consent of the Management Committee, all litigation or administrative proceedings arising out of Operations. The non-managing Participant shall have the right to participate, at its own expense, in such litigation or administrative proceedings. The non-managing Participant shall approve in advance any settlement involving payments, commitments or obligations in excess of One Hundred Thousand Dollars ($100,000) in cash or value.

(h) The Manager shall provide insurance for the benefit of the Participants consistent with the current insurance program covering the Assets and the Operations or as may otherwise be determined from time to time by the Management Committee.

(i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Article XIV. Without prior authorization from the Management Committee, however, the Manager shall not: (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of One Hundred Thousand Dollars ($100,000); or (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 11.2.

(j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.

15

(k) The Manager shall perform or cause to be performed all assessment and other work, and shall pay all Governmental Fees required by Law in order to maintain the unpatented mining claims and millsites included within the Properties. The Manager shall have the right to perform the assessment work required hereunder pursuant to a common plan of exploration; in addition, continued actual occupancy of such claims and sites shall not be required. The Manager shall not be liable on account of any determination by any court or governmental agency that the work performed by the Manager does not constitute the required annual assessment work or occupancy for the purposes of preserving or maintaining ownership of the claims and sites, provided that the work done is pursuant to an adopted Program and Budget and is performed in accordance with the Manager’s standard of care under Section 8.3. The Manager shall timely record with the appropriate county and file with the appropriate United States agency any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with the requirements applicable to each claim and site. The Manager shall not be liable on account of any determination by any court or governmental agency that any such document submitted by the Manager does not comply with applicable requirements, provided that such document is prepared and recorded or filed in accordance with the Manager’s standard of care under Section 8.3.

(l) The Manager may in the ordinary course of business: (i) locate, amend or relocate any unpatented mining claim or millsite, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating millsites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented millsites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby,

(vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground, and (vii) convert any unpatented claims or millsites into one or more leases or other forms of mineral tenure pursuant to any Law hereafter enacted. To the extent any of the actions described in this Subsection 8.2(l) **** would have a material adverse effect on the Properties, they shall require Management Committee approval.

(m) The Manager shall keep and maintain all required accounting and financial records pursuant to the procedures described in Exhibit B and in accordance with customary cost accounting practices in the mining industry, and shall ensure appropriate separation of accounts unless otherwise agreed by the Participants.

(n) The Manager shall select and employ at competitive rates all supervision and labor necessary or appropriate to all Operations hereunder. All persons, contractors or consultants employed or hired hereunder, the number thereof, their hours of labor and their compensation shall be determined by the Manager.

(o) The Manager shall maintain Equity Accounts for each Participant. Each Participant’s Equity Account shall be credited with the value of such Participant’s contributions under Subsections 5.1(a) and 5.1(b) and shall be credited with amounts contributed by such Participant under Sections 5.2 **** and 5.3. Each Participant’s Equity Account shall be charged with the cash and the fair market value of property distributed to such Participant (net of liabilities assumed by such Participant and liabilities to which such distributed property is subject). Contributions and distributions shall include all cash contributions or distributions plus the agreed value (expressed in dollars) of all in-kind contributions or distributions. Solely for purposes of determining the Equity Account balances of the Participants, the Manager shall reasonably estimate the fair market value of all Products distributed to the Participants, and such estimated value shall be used regardless of the actual amount received by each Participant upon disposition of such Products.

16

(p) The Manager shall keep the Management Committee advised of all Operations by submitting in writing to the members of the Management Committee: (i) quarterly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget; (ii) periodic summaries of data acquired; (iii) copies of reports concerning Operations; (iv) a detailed final report within sixty (60) days after completion of each Program and Budget, which shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and (v) such other reports as any member of the Management Committee may reasonably request. Subject to Article XVII, at all reasonable times the Manager shall provide the Management Committee, or other representative of a Participant upon the request of such Participant’s member of the Management Committee, access to, and the right to inspect and, at such Participant’s cost and expense, copies of the Existing Data and all maps, drill logs and other drilling data, core, pulps, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other Business Information, to the extent preserved or kept by the Manager. In addition, the Manager shall allow the non-managing Participant, at the latter’s sole risk, cost and expense, and subject to reasonable safety regulations, to inspect the Assets and Operations at all reasonable times, so long as the non-managing Participant does not unreasonably interfere with Operations.

(q) The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of any applicable Laws or contractual obligations and shall include in each Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.

(r) The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Business. The Manager shall have the right to delegate performance of Continuing Obligations to persons having demonstrated skill and experience in relevant disciplines. As part of each Program and Budget submittal, the Manager shall specify in such Program and Budget the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the other Participant reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Participant shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations and audit books, records, and accounts related thereto.

(s) The funds that are to be deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include, but is not limited to, money market investments and money market funds, and/or in longer term investments if approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including the committing of such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.

17

(t) If Participating Interests are adjusted in accordance with this Agreement the Manager shall propose from time to time one or more methods for fairly allocating costs for Continuing Obligations.

(u) The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing, and to implement the policies, objectives, procedures, methods and actions determined by the Management Committee pursuant to Section 7.1.

8.3 Standard of Care. The Manager shall discharge its duties under Section 8.2 **** and conduct all Operations in a good, workmanlike and efficient manner, in material accordance with sound mining and other applicable industry standards and practices, and in material compliance with Laws and with the terms and provisions of leases, licenses, permits, contracts and other agreements pertaining to the Assets. The Manager shall not be liable to the other Participant for any act or omission resulting in damage or loss except to the extent caused by or attributable to the Manager’s willful misconduct or gross negligence. The Manager shall not be in default of any of its duties under Section 8.2 **** if its inability or failure to perform results from the failure of the other Participant to perform acts or to contribute amounts required of it by this Agreement.

8.4 Resignation; Deemed Offer to Resign. The Manager may resign upon not less than two (2) months’ prior notice to the other Participant, in which case the other Participant may elect to become the new Manager by notice to the resigning Participant within thirty (30) days after the notice of resignation. If any of the following shall occur, the Manager shall be deemed to have resigned upon the occurrence of the event described in each of the following Subsections, with the successor Manager to be appointed by the other Participant at a subsequently called meeting of the Management Committee, at which the Manager shall not be entitled to vote. The other Participant may appoint itself or a third party as the Manager.

(a) The aggregate Participating Interest of the Manager and its Affiliates becomes less than ten percent (10%);

(b) The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of sixty (60) days after notice from the other Participant demanding performance, unless the Manager in good faith disputes the existence of such a default;

(c) The Manager consistently fails to pay or contest in good faith Business bills and debts in the ordinary course as such obligations become due;

(d) A receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of its assets is appointed and such appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment is consented to, requested by, or acquiesced in by the Manager;

18

(e) The Manager commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets; or makes a general assignment for the benefit of creditors; or takes corporate or other action in furtherance of any of the foregoing; or

(f) Entry is made against the Manager of a judgment, decree or order for relief affecting its ability to serve as Manager, or a substantial part of its Participating Interest or its other assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect.

Under Subsections (d), (e) **** or (f) **** above, the appointment of a successor Manager shall be deemed to pre-date the event causing a deemed resignation.

8.5 Payments To Manager. The Manager shall be compensated for its services and reimbursed for its costs hereunder in accordance with Exhibit B.

8.6 Transactions With Affiliates. If the Manager engages Affiliates to provide services hereunder, it shall do so on terms no less favorable than would be the case in arm’s-length transactions with unrelated persons or entities.

8.7 Activities During Deadlock. If the Management Committee for any reason fails to adopt an Exploration or Development Program and Budget following the expiration of an Exploration Development Program and Budget for the previous Program Period, the Manager shall continue Operations at levels sufficient to maintain the Properties. If the Management Committee for any reason fails to adopt a Mining Program and Budget subsequent to the Initial Program and Budget or a Mining Program and Budget for the previous Program Period, the Manager shall continue Operations at levels comparable with the last adopted Mining Program and Budget. All of the foregoing shall be subject to the contrary direction of the Management Committee and the receipt of necessary funds.

ARTICLE IX

PROGRAMS AND BUDGETS

9.1 Initial Programs and Budgets.

(a) The Improvements Program and Budget will be substantially consistent with Exhibit F.

(b) The Management Committee will approve an Initial Program and Budget by no later than October 1, 2019.

(c) Notwithstanding the provisions of Section 10.2 **** or any of the other provisions of this Agreement to the contrary, the Improvements Program and Budget shall be funded as described in Subsection 5.1(b) **** and Section 5.2.

19

9.2 Operations Pursuant to Programs and Budgets. Except as otherwise provided in Section 9.9 **** and Article XIII, Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired only pursuant to adopted Programs and Budgets. Every Program and Budget adopted pursuant to this Agreement shall provide for accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget.

9.3 Presentation of Programs and Budgets. Proposed Programs and Budgets shall be prepared by the Manager for a period of one (1) year or any other period as approved by the Management Committee, and shall be submitted to the Management Committee for review and consideration. All proposed Programs and Budgets may include Exploration, Development and Mining Operations components, or any combination thereof, and shall be reviewed and adopted upon a vote of the Management Committee in accordance with Sections 7.2 **** and 9.4. Each Program and Budget adopted by the Management Committee, regardless of length, shall be reviewed at least once a year at a meeting of the Management Committee. During the period encompassed by any Program and Budget, and at least ninety (90) days prior to its expiration, a proposed Program and Budget for the succeeding period shall be prepared by the Manager and submitted to the Management Committee for review and consideration; provided, however, that the provisions of this Section 9.3 **** shall not apply to the Improvements Program and Budget, which shall not be replaced or extended unless agreed to by the unanimous consent of the Management Committee.

9.4 Review and Adoption of Proposed Programs and Budgets . Within twenty (20) days after submission of a proposed Program and Budget, each Participant shall submit in writing to the Management Committee:

(a) Notice that the Participant approves any or all of the components of the proposed Program and Budget;

(b) Modifications proposed by the Participant to the components of the proposed Program and Budget; or

If a Participant fails to give any of the foregoing responses within the allotted time, the failure shall be deemed to be a vote by the Participant for adoption of the Manager’s proposed Program and Budget. If a Participant makes a timely submission to the Management Committee pursuant to Subsections 9.4(a), (b) **** or (c), then the Manager working with the other Participant shall seek for a period of time not to exceed ten (10) days to develop a complete Program and Budget acceptable to both Participants. The Manager shall then call a Management Committee meeting in accordance with Section 7.3 **** for purposes of reviewing and voting upon the proposed Program and Budget.

9.5 Election to Participate.

(a) By notice to the Management Committee within fifteen (15) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under Subsection 9.5(a)(ii) or (iii), its Participating Interest shall be recalculated as provided in Subsection 9.5(b) **** below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period.

20

(b) If a Participant elects pursuant to Subsection 9.5(a) (ii) or (iii) to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, the other Participant shall then have the option to either (i) fully fund the remaining portion of the approved Program and Budget, or (ii) within fifteen (15) days following the election of the diluting Participant under Subsection 9.5(a) (ii) or (iii), to propose a reduced alternative Program and Budget to which the Participants shall, within seven (7) days, make a re-election under Subsection 9.5(a). If the other Participant elects to fund all of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated by dividing: (A) the sum of (1) the amount credited to the Reduced Participant’s Equity Account with respect to its Initial Contribution under Section 5.1, (2) the total of all of the Reduced Participant’s contributions under Sections 5.2 **** and 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant.

(c) If both Participants make an election under either Subsection 9.5(a) (ii) or (iii), then within fifteen (15) days following that election, the Manager shall propose a reduced alternative Program and Budget to which the Participants shall, within seven (7) days, make a re- election under Subsection 9.5(a).

(d) Whenever the Participating Interests are recalculated pursuant to this Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests, and (ii) the portion of the Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

9.6 Amendments. The Manager may propose amendments (“Amendments”) to any currently approved Program and Budget from time to time prior to incurring costs under such Amendment. In such event, the Participants shall have fifteen (15) days after the proposal of an Amendment in which to submit to the Management Committee one of the responses set forth in Section 9.5 **** above (substituting “Amendment” for “Program and Budget” in each case). If a Participant fails to give any of the foregoing responses within the allotted time, the failure shall be deemed to be an approval by that Participant of the Manager’s proposed Amendment. If a Participant makes a timely submission to the Management Committee proposing modifications to or rejecting the proposed Amendment, then the Management Committee shall seek to develop an Amendment reasonably acceptable to both Participants. If the Participants have failed to agree on an Amendment within twenty (20) days after its proposal by the Manager, the Amendment as approved by the Participant with the majority Participating Interest or the Manager (if the Participating Interests are then 50/50) shall be deemed approved by both Participants and the Management Committee.

21

9.7 Recalculation or Restoration of Reduced Interest Based on Actual Expenditures.

(a) If a Participant makes an election under Subsection 9.5(a)(ii) or (iii), then within sixty (60) days after the conclusion of such Program and Budget, the Manager shall report the total amount of money expended plus the total obligations incurred by the Manager for such Budget.

(b) If the Manager expended or incurred obligations that were more or less than the adopted Budget, the Participating Interests shall be recalculated pursuant to Subsection 9.5(b) **** by substituting each Participant’s actual contribution to the adopted Budget for that Participant’s estimated contribution at the time of the Reduced Participant’s election under Subsection 9.5(a).

(c) If the Manager expended or incurred obligations of less than eighty percent (80%) of the adopted Budget, within fifteen (15) days of receiving the Manager’s report on expenditures, the Reduced Participant may notify the other Participant of its election to reimburse the other Participant for the difference between any amount contributed by the Reduced Participant to such adopted Program and Budget and the Reduced Participant’s proportionate share (at the Reduced Participant’s former Participating Interest) of the actual amount expended or incurred for the Program, plus interest on the difference accruing at the rate described in Section 10.3 **** plus two (2) percentage points. The Reduced Participant shall deliver the appropriate amount (including interest) to the other Participant with such notice. Failure of the Reduced Participant to so notify and tender such amount shall result in dilution occurring in accordance with this Article IX **** and shall bar the Reduced Participant from exercising its rights under this Subsection 9.7(c) **** concerning the relevant adopted Program and Budget.

(d) All recalculations under this Article IX **** shall be effective as of the first day of the Program Period for the Program and Budget. The Manager, on behalf of both Participants, shall make such reimbursements, reallocations of Products, contributions and other adjustments as are necessary so that, to the extent possible, each Participant will be placed in the position it would have been in had its Participating Interests as recalculated under this Section been in effect throughout the Program Period for such Program and Budget. If the Participants are required to make contributions, reimbursements or other adjustments pursuant to this Section, the Manager shall have the right to purchase or sell a Participant’s share of Products in the same manner as under Section 11.1 and to apply the proceeds of such sale to satisfy that Participant’s obligation to make such contributions, reimbursements or adjustments.

(e) Whenever the Participating Interests are recalculated pursuant to this Section, (i) the Participants’ Equity Accounts shall be revised to bear the same ratio to each other as their Recalculated Participating Interests, and (ii) the portion of the Capital Account attributable to the adjusted Participating Interest shall be transferred to the Participant receiving the increased Participating Interest.

22

9.8 Budget Overruns; Program Changes. The Manager shall promptly notify the Management Committee when it has knowledge of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget by more than ten percent (10%) in the aggregate, then the excess over ten percent (10%), unless directly caused by an emergency or unexpected expenditure made pursuant to Section 9.9 **** or unless otherwise authorized or ratified by the Management Committee, shall be for the sole account of the Manager and such excess shall not be included in the calculations of the Participating Interests nor deemed a contribution under this Agreement. Budget overruns of ten percent (10%) or less in the aggregate shall be borne by the Participants in proportion to their respective Participating Interests.

9.9 Emergency or Unexpected Expenditures. In case of emergency, the Manager may take any reasonable action it deems necessary to protect life or property, to protect the Assets or to comply with Laws. The Manager may make reasonable expenditures on behalf of the Participants for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care. The Manager shall promptly notify the Participants of the emergency or unexpected expenditure, and the Manager shall be reimbursed for all resulting costs by the Participants in proportion to their respective Participating Interests.

ARTICLE X

ACCOUNTS AND SETTLEMENTS

10.1 Monthly Statements. The Manager shall promptly submit to the Management Committee monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month.

10.2 Cash Calls.

(a) On the basis of each adopted Program and Budget other than the Improvements Program and Budget, the Manager shall submit prior to the last day of each month a billing for estimated cash requirements for the next month. Within ten (10) days after receipt of each billing, or a billing made pursuant to Section 9.8 **** or 12.4, each Participant shall advance its proportionate share of such cash requirements. The Manager shall record all funds received in the Business Account. The Manager shall at all times maintain a cash balance approximately equal to the rate of disbursement for up to thirty (30) days. All funds in excess of immediate cash requirements shall be invested by the Manager for the benefit of the Business in cash management accounts and investments selected at the discretion of the Manager, which accounts may include, but are not limited to, money market investments and money market funds.

(b) Notwithstanding any of the provisions of Section 9.8 **** or Subsection 10.2(a), Sprott shall have no obligation to make cash calls to fund the Initial Program and Budget in excess of Five Million Dollars ($5,000,000), and USI agrees to fund any such excess amount.

23

10.3 Failure to Meet Cash Calls. A Participant that fails to meet cash calls in the amount and at the times specified in Section 10.2 **** shall be in default, and the amounts of the defaulted cash call shall bear interest from the date due at an annual rate equal to five (5) percentage points over the Prime Rate, but in no event shall the rate of interest exceed the maximum permitted by Law. Such interest shall accrue to the benefit of and be payable to the non-defaulting Participant, but shall not be deemed as amounts contributed by the non-defaulting Participant in the event dilution occurs in accordance with Article VI. In addition to any other rights and remedies available to it by Law, the non-defaulting Participant shall have those other rights, remedies, and elections specified in Sections 10.4 **** and 10.5.

10.4 Cover Payment. If a Participant defaults in making a contribution or cash call required by an adopted Program and Budget, the non-defaulting Participant may, but shall not be obligated to, advance some portion or all of the amount in default on behalf of the defaulting Participant (a “Cover Payment”). Each and every Cover Payment shall constitute a demand loan bearing interest from the date of the advance at the rate provided in Section 10.3. If more than one Cover Payment is made, the Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall apply to the aggregated Cover Payments. The failure to repay such loan upon demand shall be a default.

10.5 Remedies. The Participants acknowledge that if either Participant defaults in making a contribution required by Article V or a cash call, or in repaying a loan, as required under Sections 10.2, 10.3 **** or 10.4, whether or not a Cover Payment is made, it will be difficult to measure the damages resulting from such default (it being hereby understood and agreed that the Participants have attempted to determine such damages in advance and determined that the calculation of such damages cannot be ascertained with reasonable certainty). Both Participants acknowledge and recognize that the damage to the non-defaulting Participant could be significant. In the event of such default, as reasonable liquidated damages, the non-defaulting Participant may, with respect to any such default not cured within thirty (30) days after notice to the defaulting Participant of such default, elect the remedy set forth in Subsection 10.5(a) below by giving notice to the defaulting Participant. Such election may be made with respect to each failure to meet a cash call relating to a Program and Budget, regardless of the frequency of such cash calls, provided such cash calls are made in accordance with Section 10.2.

(a) The non-defaulting Participant may elect to have the defaulting Participant’s Participating Interest diluted in the same manner as set forth in Subsection 9.5(b), and further diluted by multiplying the dilution by two.

(b) The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant.

(c) Dilution under Subsection 10.5(a) **** shall be effective as of the date of the original default, and Section 9.7 **** shall not apply. The amount of any Cover Payment under Section 10.4 **** and interest thereon, or any interest accrued in accordance with Section 10.3, shall be deemed to be amounts contributed by the non-defaulting Participant, and not as amounts contributed by the defaulting Participant.

24

(d) Whenever the Participating Interests are recalculated pursuant to Subsection 10.5(a), (i) the Equity Accounts of both Participants shall be adjusted to bear the same ratio to each other as their recalculated Participating Interests, and (ii) the portion of the Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

10.6 Audits.

(a) Within twelve (12) months after the end of each calendar year, at the request of a Participant, an audit shall be completed by certified public accountants selected by, and independent of, the Manager. The audit shall be conducted in accordance with generally accepted auditing standards and shall cover all books and records maintained by the Manager pursuant to this Agreement, all Assets and Encumbrances, and all transactions and Operations conducted during such calendar year, including production and inventory records and all costs for which the Manager sought reimbursement under this Agreement, together with all other matters customarily included in such audits. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after receipt of the audit report, unless either Participant elects to conduct an independent audit pursuant to Subsection 10.6(b) **** which is ongoing at the end of such three (3) month period, in which case such exceptions and claims may be made within the period provided in Subsection 10.6(b). Failure to make any such exception or claim within such period shall mean the audit is deemed to be correct and binding upon the Participants. The cost of all audits under this Subsection shall be charged to the Business Account.

(b) Notwithstanding the annual audit conducted by certified public accountants selected by the Manager, each Participant shall have the right to have an independent audit of all Business books, records and accounts, including all charges to the Business Account. This audit shall review all issues raised by the requesting Participant, with all costs borne by the requesting Participant. The requesting Participant shall give the other Participant thirty (30) days prior notice of such audit. Any audit conducted on behalf of either Participant shall be made during the Manager’s normal business hours and shall not interfere with Operations. Neither Participant shall have the right to audit records and accounts of the Business relating to transactions or Operations more than twenty-four (24) months after the calendar year during which such transactions, or transactions related to such Operations, were charged to the Business Account. All written exceptions to and claims upon the Manager for discrepancies disclosed by such audit shall be made not more than three (3) months after completion and delivery of such audit, or they shall be deemed waived.

10.7 Project Financing. If the Management Committee decides to seek Project Financing for Development and Mining Operations on the Properties, each Participant shall, at its own cost, cooperate in seeking to obtain Project Financing for the Mine; provided, however, that all fees, charges and costs (including attorneys and technical consultants fees and arrangement fees) paid to the Project Financing lenders shall be borne by the Participants in proportion to their Participating Interests, unless such fees are capitalized as a part of the Project Financing.

25

ARTICLE XI

DISPOSITION OF PRODUCTION

11.1 Disposition of Production. On a monthly basis, all Products produced from the Mine during the month shall be apportioned between USI and Sprott in accordance with their Participating Interests on the last day of the month, with the portion apportioned to USI referred to as “USI Products,” and the portion apportioned to Sprott referred to as “Sprott Products.” Except as otherwise set forth in this Section 11.1, the Manager shall sell Products under such arrangements as may be approved by the Management Committee from time to time. Products shall be sold in the order in which produced, and the proceeds of each sale of Products shall be distributed to the Participants in accordance with their Participating Interests. Nothing in this Agreement shall be construed as providing, directly or indirectly, for any joint or cooperative marketing or selling of Products or permitting the processing of Products owned by any third party at any processing facilities constructed by the Participants pursuant to this Agreement. If a Participant either (a) elects not to contribute to a Program and Budget as provided in Subsection 9.5(a), (b) fails to contribute to an adopted Program and Budget that provides for cash contributions for operating costs, or (c) fails to make required cash calls for operating costs pursuant to Section 10.2, then the Manager may sell that Participant’s share of Products and apply the proceeds from such sales to pay that Participant’s share of such operating costs. Any balance remaining from the noncontributing Participant’s share of the proceeds from such sales shall be remitted to that Participant. In the event of such a sale by the Manager on behalf of a noncontributing Participant, that Participant’s Participating Interest shall not be reduced pursuant to Subsection 9.5(b), unless and only to the extent that the proceeds from such sales are insufficient to pay that Participant’s share of operating costs. For purposes of this Section 11.1, “operating costs” shall not include any capital expenditures, other than replacement capital costs.

11.2 Hedging. Neither Participant shall have any obligation to account to the other Participant for, nor have any interest or right of participation in any profits or proceeds nor have any obligation to share in any losses from, futures contracts, forward sales, trading in puts, calls, options or any similar hedging, price protection or marketing mechanism employed by a Participant with respect to its proportionate share of any Products produced or to be produced from the Properties.

ARTICLE XII

WITHDRAWAL AND TERMINATION

12.1 Termination by Expiration or Agreement. This Agreement shall terminate as expressly provided herein, unless earlier terminated by written agreement.

12.2 Termination by Deadlock. If the Management Committee fails to adopt a Program and Budget for twelve (12) months after the expiration of the latest adopted Program and Budget, either Participant may elect to terminate the Business by giving thirty (30) days’ notice of termination to the other Participant.

12.3 Withdrawal. A Participant may elect to withdraw from the Business by giving notice to the other Participant of the effective date of withdrawal, which shall be the later of the end of the then current Program Period or sixty (60) days after the date of the notice. Upon such withdrawal, the Business shall terminate, and the withdrawing Participant shall be deemed to have transferred to the remaining Participant all of its Participating Interest, including all of its interest in the Assets and its Capital Account balance, without cost and free and clear of all Encumbrances arising by, through or under such withdrawing Participant, except those described in the Disclosure Schedule and those which the Management Committee has approved pursuant to this Agreement. The withdrawing Participant shall execute and deliver all instruments as may be necessary in the reasonable judgment of the other Participant to affect the transfer of its interests in the Assets to the other Participant. If within a sixty (60) day period both Participants elect to withdraw, then the Business shall instead be deemed to have been terminated by the consent of the Participants pursuant to Section 12.1.

26

12.4 Continuing Obligations and Environmental Liabilities. On termination of the Business under Sections 12.1, 12.2 **** or 12.3, each Participant shall remain liable for its respective share of liabilities to third persons (whether such arises before or after such withdrawal), including Environmental Liabilities and Continuing Obligations. The withdrawing Participant’s share of such liabilities shall be equal to its Participating Interest at the time such liability was incurred, after first taking into account any reduction, readjustment, and restoration of Participating Interests under Sections 6.3, 9.5, 9.7 **** and 10.5 **** (or, as to liabilities arising prior to the Effective Date, its initial Participating Interest).

12.5 Disposition of Assets on Termination. Promptly after termination under Sections 12.1 **** or 12.2, either Participant shall have the right to acquire the other Participant’s Participating Interest for its fair market value, calculated as follows: The acquiring Participant shall notify the non-acquiring Participant of the identity of a qualified independent appraiser. If the defaulting Participant conveys notice of objection to the person or entity so appointed within ten (10) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the acquiring Participant and a qualified independent appraiser appointed by the non-acquiring Participant; provided, however, that if the non-acquiring Participant fails to designate a qualified independent appraiser for such purpose within ten (10) days after giving notice of such objection, then the person or entity originally designated by the acquiring Participant shall serve as the appraiser; provided further, that if the appraisers appointed by each of the Participants fail to appoint a third qualified independent appraiser within five (5) days after the appointment of the last of them, then an appraiser shall be appointed by a judge of a court of competent jurisdiction in the state in which the Assets are situated upon the application of either Participant. The appraiser selected pursuant to this Section 12.5 shall determine the fair market value of the Assets of the Business. The Capital Accounts of the Participants shall be determined pursuant to the provisions of Section 4.2(a) of the Tax Exhibit in accordance with the fair market value so determined. The price paid by the acquiring Participant to the non-acquiring Participant shall be the amount of the non- acquiring participant’s Capital Account as so determined. If neither Participant desires to acquire the other Participant’s Participating Interest, then upon such termination the Manager shall take all action necessary to wind up the activities of the Business, in accordance with Exhibit C. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Business to third parties, and then to satisfy any debts, obligations or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which, in the Manager’s reasonable judgment, are necessary to discharge Continuing Obligations or to purchase for the account of Participants bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant’s capital contributions or Equity Account balance. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided interests unless otherwise agreed) to the Participants, in proportion to their respective positive Capital Account balances in accordance with paragraph 4.2 of the Tax Exhibit. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant’s Participating Interest therein has been terminated pursuant to this Agreement.

27

12.6 Non-Compete Covenants. Neither a Participant that withdraws pursuant to Section 12.3, or is deemed to have withdrawn pursuant to Sections 6.3 **** or 10.5, nor any Affiliate of such a Participant, shall directly or indirectly acquire any interest or right to explore or mine, or both, on any property any part of which is within the Area of Interest for twelve (12) months after the effective date of withdrawal. If a withdrawing Participant, or the Affiliate of a withdrawing Participant, breaches this Section 12.6, such Participant shall be obligated to offer to convey to the non-withdrawing Participant, without cost, any such property or interest so acquired (or ensure its Affiliate offers to convey the property or interest to the non-withdrawing Participant, if the acquiring party is the withdrawing Participant’s Affiliate). Such offer shall be made in writing and can be accepted by the non-withdrawing Participant at any time within ten (10) days after the offer is received by such non-withdrawing Participant. Failure of a Participant’s Affiliate to comply with this Section 12.6 **** shall be a breach by such Participant of this Agreement.

12.7 Right to Data After Termination. After termination of the Business pursuant to Sections 12.1 **** or 12.2, each Participant shall be entitled to make copies of all applicable information acquired hereunder before the effective date of termination not previously furnished to it, but a terminating or withdrawing Participant shall not be entitled to any such copies after any other termination or withdrawal. Each Participant who retains any such copies shall do so in compliance with the provisions of Article XVII.

12.8 Continuing Authority. On termination of the Business under Sections 12.1,

12.2 **** or 12.3 **** or the deemed withdrawal of either Participant pursuant to Sections 6.3 **** or 10.5, the Participant which was the Manager prior to such termination or withdrawal (or the other Participant in the event of a withdrawal by the Manager) shall have the power and authority to do all things on behalf of both Participants which are reasonably necessary or convenient to:

(a) wind up Operations and (b) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of both Participants and the Business, encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear or are alleged to have, a common interest or a common liability.

28

12.9 Survival of Ingress and Egress After Termination. After termination of the Venture, the Participants shall continue to have rights of ingress and egress to the Properties for purposes of ensuring Environmental Compliance.

ARTICLE XIII

ACQUISITIONS WITHIN AREA OF INTEREST

13.1 General. Other than the execution and delivery of renegotiated mining leases covering a portion of the Properties as described in the Disclosure Schedule, any interest or right to acquire any interest in real property or water rights related thereto within the Area of Interest either acquired or proposed to be acquired during the term of this Agreement by or on behalf of either Participant (“Acquiring Participant”) or any Affiliate of such Participant shall be subject to the terms and provisions of this Agreement. USI and Sprott and their respective Affiliates for their separate account shall be free to acquire lands and interests in lands outside the Area of Interest and to locate mining claims outside the Area of Interest. Failure of any Affiliate of either Participant to comply with this Article XIII **** shall be a breach by such Participant of this Agreement.

13.2 Notice to Non-Acquiring Participant. Within fifteen (15) days after the acquisition or proposed acquisition, as the case may be, of any interest or the right to acquire any interest in real property or water rights wholly or partially within the Area of Interest (except real property or water rights acquired by the Manager pursuant to a Program), the Acquiring Participant shall notify the other Participant of such acquisition by it or its Affiliate; provided further that if the acquisition of any interest or right to acquire any interest pertains to real property or water rights partially within the Area of Interest, then all such real property (i.e., the part within the Area of Interest and the part outside the Area of Interest) shall be subject to this Article XIII. The Acquiring Participant’s notice shall describe in detail the acquisition, the acquiring party if that party is an Affiliate, the lands and minerals covered thereby, any water rights related thereto, the cost thereof, and the reasons why the Acquiring Participant believes that the acquisition (or proposed acquisition) of the interest is in the best interests of the Participants under this Agreement. In addition to such notice, the Acquiring Participant shall make any and all information concerning the relevant interest available for inspection by the other Participant.

13.3 Option Exercised. Within fifteen (15) days after receiving the Acquiring Participant’s notice, the other Participant may notify the Acquiring Participant of its election to accept a proportionate interest in the acquired interest equal to its Participating Interest. Promptly upon such notice, the Acquiring Participant shall convey or cause its Affiliate to convey to the Participants, in proportion to their respective Participating Interests, by special warranty deed with title held as described in Section 3.4, all of the Acquiring Participant’s (or its Affiliate’s) interest in such acquired interest, free and clear of all Encumbrances arising by, through or under the Acquiring Participant (or its Affiliate) other than those to which both Participants have agreed. The acquired interests shall become a part of the Properties for all purposes of this Agreement immediately upon such notice. The other Participant shall promptly pay to the Acquiring Participant its proportionate share of the latter’s actual out-of-pocket acquisition costs.

29

13.4 Option Not Exercised. If the other Participant does not give such notice within the fifteen (15) day period set forth in Section 13.3, it shall have no interest in the acquired interests, and the acquired interests shall not be a part of the Assets or continue to be subject to this Agreement.

ARTICLE XIV

ABANDONMENT AND SURRENDER OF PROPERTIES

Either Participant may request the Management Committee to authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment, or authorizes any such surrender or abandonment over the objection of either Participant, the Participant that desires to surrender or abandon shall convey to the objecting Participant, by special warranty deed and without cost to the objecting Participant, all of the abandoning Participant’s interest in the Properties sought to be abandoned or surrendered, free and clear of all Encumbrances created by, through or under the abandoning Participant other than those set forth in the Disclosure Schedule or to which the Management Committee has agreed pursuant to this Agreement. Upon the assignment, such properties shall cease to be part of the Properties. The objecting Participant shall assume in writing all liability with respect to such Properties, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after such abandonment, arising out of activities prior to the Effective Date and out of Operations conducted prior to the date of such abandonment.

ARTICLE XV

TRANSFER OF INTEREST; PREEMPTIVE RIGHT

15.1 General. A Participant shall have the right to Transfer to a third party an interest in its Participating Interest, including an interest in this Agreement or the Assets, solely as provided in this Article XV.

15.2 Limitations on Free Transferability. Any Transfer by either Participant under Section 15.1 **** shall be subject to the following limitations:

(a) Neither Participant shall Transfer any interest in this Agreement or the Assets (including, but not limited to, any royalty, profits, or other interest in the Products) except in conjunction with the Transfer of part or all of its Participating Interest;

(b) No transferee of all or any part of a Participant’s Participating Interest shall have the rights of a Participant unless and until the transferring Participant has provided to the other Participant notice of the Transfer, and, except as provided in Subsections 15.2(f) **** and 15.2(g), the transferee, as of the effective date of the Transfer, has committed in writing to assume and be bound by this Agreement to the same extent as the transferring Participant;

(c) Neither Participant, without the consent of the other Participant, shall make a Transfer that shall violate any Law, or result in the cancellation of any permits, licenses, or other similar authorization;

30

(d) No Transfer permitted by this Article XV **** shall relieve the transferring Participant of its share of any liability (including Environmental Liabilities), whether accruing before or after such Transfer, which arises out of Operations conducted prior to such Transfer or exists on the Effective Date;

(e) In the event of a Transfer of less than all of a Participating Interest, the transferring Participant and its transferee shall act and be treated as one Participant; provided, however, that in order for such Transfer to be effective, the transferring Participant and its transferee must first:

(i) agree, as between themselves, that one of them is authorized to act as the sole agent (“Agent”) on their behalf with respect to all matters pertaining to this Agreement and the Business; and

(ii) notify the other Participant of the designation of the Agent, and in such notice warrant and represent to other Participant that:

(A) the Agent has the sole authority to act on behalf of, and to bind, the transferring Participant and its transferee with respect to all matters pertaining to this Agreement and the Business;

(B) the other Participant may rely on all decisions of, notices and other communications from, and failures to respond by, the Agent, as if given (or not given) by the transferring Participant and its transferee; and

(C) all decisions of, notices and other communications from, and failures to respond by, the other Participant to the Agent shall be deemed to have been given (or not given) to the transferring Participant and its transferee.

The transferring Participant and its transferee may change the Agent (but such replacement must be one of them) by giving notice to the other Participant, which notice must conform to Subsection 15.2(e)(ii).

(f) If the Transfer is the grant of an Encumbrance in a Participating Interest to secure a loan or other indebtedness of either Participant in a bona fide transaction, other than a transaction approved unanimously by the Management Committee or Project Financing approved by the Management Committee, such Encumbrance shall be granted only in connection with such Participant’s financing payment or performance of that Participant’s obligations under this Agreement and shall be subject to the terms of this Agreement and the rights and interests of the other Participant hereunder (including without limitation under Section 6.7). Any such Encumbrance shall be further subject to the condition that the holder of such Encumbrance (“Chargee”) first enter into a written agreement with the other Participant in form satisfactory to the other Participant, acting reasonably, binding upon the Chargee, to the effect that:

(i) the Chargee shall not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant’s Participating Interest and that such Encumbrance shall be subject to the provisions of this Agreement;

31

(ii) the Chargee’s remedies under the Encumbrance shall be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Participating Interest to the other Participant, or, failing such a sale, at a public auction to be held at least twenty (20) days after prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement. The price of any preemptive sale to the other Participant shall be the remaining principal amount of the loan plus accrued interest and related expenses, and such preemptive sale shall occur within sixty (60) days of the Chargee’s notice to the other Participant of its intent to sell the encumbering Participant’s Participating Interest. Failure of a sale to the other Participant to close by the end of such period, unless failure is caused by the encumbering Participant or by the Chargee, shall permit the Chargee to sell the encumbering Participant’s Participating Interest at a public sale; and

(iii) the charge shall be subordinate to any then-existing debt, including Project Financing previously approved by the Management Committee, encumbering the transferring Participant’s Participating Interest;

(g) If a sale or other commitment or disposition of Products or proceeds from the sale of Products by either Participant upon distribution to it pursuant to Article XI **** creates in a third party a security interest by Encumbrance in Products or proceeds therefrom prior to such distribution, such sales, commitment or disposition shall be subject to the terms and conditions of this Agreement including, without limitation, Section 6.7.

15.3 Preemptive Right. Any Transfer by either Participant under Section 15.1 **** and any Transfer by an Affiliate of Control of either Participant shall be subject to a preemptive right of the other Participant to the extent provided in Exhibit H. Failure of a Participant’s Affiliate to comply with this Article XV **** and Exhibit H shall be a breach by such Participant of this Agreement.

15.4 Limitations. Nothing in this Article XV shall be deemed to prohibit or limit a Transfer of Control of the publicly-traded indirect parent corporation of USI.

ARTICLE XVI

DISPUTES

16.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Idaho, without regard for any conflict of laws or choice of laws principles that would permit or require the application of the laws of any other jurisdiction.

16.2 Informal Dispute Resolution.

(a) Any dispute arising between the Participants relating to interpretation of the provisions of this Agreement, to the performance of either Participant hereunder, or otherwise pertaining to this Agreement, which has not been resolved by the appropriate staff level personnel of the Participants, shall be referred to the following parties for resolution:

32

Level	USI	Sprott

| I | Chief Operating Officer (Daren Dell) | Eric Sprott |

| II | Chief Executive Officer (Darren Blasutti) | Eric Sprott |

(b) If the disputed issues are not resolved at Level I, a memorandum will be prepared jointly by the Level I Participants and signed by each of them clearly outlining the unresolved issues, the amount of disagreement and the principal persons responsible for activities leading to the dispute. Within five (5) Business Days after delivery or such other time as mutually agreed to of this memorandum to the Level II Participants, the Level II Participants shall attempt to resolve the dispute issues, either through telephone conversation or meeting, as appropriate.

16.3 Dispute Resolution. All disputes arising under or in connection with this Agreement which cannot be resolved by agreement between the Participants as set forth in Section 16.2 **** shall be resolved in accordance with applicable Law and the arbitration provisions set forth in Section 16.4 and in Exhibit G. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or substantially prevailing Participant shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

16.4 Arbitration. Each Participant waives the right to trial by jury with respect to any dispute between them with respect to this Agreement or the transactions contemplated hereby, and each Participant agrees to pursue and resolve any such dispute first in accordance with Section 16.2, and if not thereby resolved, in accordance with the terms and provisions set forth in Exhibit G providing for dispute resolution by binding arbitration.

ARTICLE XVII

CONFIDENTIALITY, OWNERSHIP, USE AND DISCLOSURE OF INFORMATION

17.1 Confidential Information. Except for recording of a Memorandum of Agreement pursuant to Section 18.11 **** and as otherwise provided in this Section 17.1, the terms and conditions of this Agreement, and all data, reports, records, and other information of any kind whatsoever developed or acquired by any Participant in connection with the Business shall be treated by the Participants as confidential (hereinafter called “Confidential Information”) and no Participant shall reveal or otherwise disclose such Confidential Information to third parties without the prior written consent of the other Participant. Confidential Information that is available or that becomes available in the public domain, other than through a breach of this provision by a Participant, shall no longer be treated as Confidential Information.

33

17.2 Exceptions. The restrictions set forth in Section 17.1 **** shall not apply to the disclosure of Confidential Information to any Affiliate, to any public or private financing agency or institution, to any contractors or subcontractors which the Participants may engage and to employees and consultants of the Participants or to any third party to which a Participant contemplates the Transfer, Encumbrance or other disposition of all or part of its Participating Interest pursuant to Article XV; provided, however, that in any such case only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or company to whom disclosure is made shall first undertake in writing to protect the confidential nature of such information at least to the same extent as the parties are obligated under this Section 17.2.

17.3 Required Disclosure. In the event that a Participant is required to disclose Confidential Information to any government, any court, agency or department thereof, any stock exchange, or to the public, to the extent required by applicable law, rule or regulation, stock exchange rule, or in response to a legitimate request for such Confidential Information, the Participant so required shall immediately notify the other Participant of such requirement and the terms thereof, and the proposed form and content of the disclosure prior to such submission. The other Participant shall have the right to review and comment upon the form and content of the disclosure and to seek confidential treatment of any Confidential Information to be disclosed on such terms as such Participant shall, in its sole discretion, determine.

17.4 Survival. The provisions of this Article XVII **** shall apply during the term of this Agreement and shall continue to apply to any Participant which forfeits, surrenders, assigns, transfers or otherwise disposes of its Participating Interest.

17.5 Press Releases. A Participant shall not issue any press release relating to the Properties or this Agreement except upon giving the other Participant advance written notice of at least one Business Day of the contents thereof (unless the Participants otherwise mutually agree), and the Participant proposing such release shall consider in good faith any reasonable changes to such proposed press release as may be timely requested by the non-issuing Participant; provided, however, the Participant proposing such press release may include in any press release without notice any information previously reported by that Participant. A Participant shall not, without the consent of the other Participant, issue any press release that implies or infers that the non-issuing Participant endorses or joins the issuing Participant in statements or representations contained in any press release.

17.6 Technical Reports. Where either Participant or any Affiliate of either Participant (collectively, the “Discloser”) is required by National Instrument 43-101 Standards of Disclosure for Mineral Projects as amended from time to time (“NI 43-101”) to file a Technical Report with respect to the Properties:

(a) neither the non-disclosing Participant nor its Affiliates shall have any obligation to the Discloser to prepare or provide the Technical Report or any part thereof, or to provide or make available a Qualified Person to the Discloser;

34

(b) the Discloser shall not designate the other Participant or any associate, Affiliate or employee of or retained by the other Participant, or any Qualified Person of the other Participant, as the Qualified Person of the Discloser, without the prior written consent of the other Participant;

(d) the non-disclosing Participant shall be entitled to access to all pertinent information related to that portion of the Technical Report pertaining to the Properties and shall be afforded a reasonable opportunity to review and require changes to that portion of the Technical Report prior to the filing of the Technical Report with applicable regulatory authorities; and

(e) where one Participant is the Discloser and the other Participant obtains information subsequent to the filing of the Technical Report which renders the Technical Report inaccurate, the Discloser shall at the non-disclosing Participant’s request disseminate such information in a manner which satisfies the Discloser’s obligations under applicable securities laws, and if the Discloser fails to do so then the non-disclosing Participant shall have the right (but not the obligation) to do so on the Discloser’s behalf.

ARTICLE XVIII

GENERAL PROVISIONS

18.1 Notices. All notices, payments and other required or permitted communications (“Notices”) to either Participant shall be in writing, and shall be addressed respectively as follows:

If to USI:		1041 Lake Gulch Road<br> <br>Wallace, ID, USA 83873

| | | P.O. Box 440 |

| | Attention: | Chief Operating Officer (Daren Dell) |

| | Telephone: | (208) 752-1176 |

35

If to Sprott:		Sprott Mining Idaho Limited Partnership<br> <br>c/o Sprott Mining Idaho Management Inc.<br> <br>200 Bay Street, Suite 2600

| | | Toronto, Ontario M5J 2K1, Canada |

| | Attention: | Eric Sprott |

| | Telephone: | |

| | Facsimile: | |

All Notices shall be given (a) by personal delivery to the Participant, (b) by electronic communication, capable of producing a printed transmission, (c) by registered or certified mail return receipt requested; or (d) by overnight or other express courier service. All Notices shall be effective and shall be deemed given on the date of receipt at the principal address if received during normal business hours, and, if not received during normal business hours, on the next business day following receipt, or if by electronic communication, on the date of such communication. Either Participant may change its address by Notice to the other Participant.

18.2 Interpretation. In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) references to any person or entity include the person’s or entity’s respective successors and permitted assigns, (h) references to a “day” or number of “days” refer to a calendar day or number of calendar days, (i) the word “or” is not inclusive, and (j) if interest is to be computed under this Agreement, it shall be computed on the basis of a 360-day year of twelve 30-day months.

18.3 Currency. All references to “dollars” or “$” herein shall mean lawful currency of the United States of America.

18.4 Headings. The subject headings of the Sections and Subsections of this Agreement and the Paragraphs and Subparagraphs of the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

18.5 Waiver. The failure of either Participant to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit such Participant’s right thereafter to enforce any provision or exercise any right.

36

18.6 Modification. No modification of this Agreement shall be valid unless made in writing and duly executed by both Participants.

18.7 Force Majeure. Except for the obligation to make payments when due hereunder, the obligations of a Participant shall be suspended to the extent and for the period that performance is prevented by any cause, whether foreseeable or unforeseeable, beyond its reasonable control, including, without limitation, labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Participant to grant); acts of God; Laws, instructions or requests of any government or governmental entity; judgments or orders of any court; inability to obtain on reasonably acceptable terms any public or private license, permit or other authorization; curtailment or suspension of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws; action or inaction by any federal, state or local agency that delays or prevents the issuance or granting of any approval or authorization required to conduct Operations beyond the reasonable expectations of the Participant seeking the approval or authorization (including, without limitation, a failure to complete any review and analysis required by the National Environmental Policy Act or any similar state law within eighteen (18) months of initiation of that process); acts of war or conditions arising out of or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts, supplies, services or equipment or by contractors’ or subcontractors’ shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services; accidents; breakdown of equipment, machinery or facilities; actions by native rights groups, environmental groups, or other similar special interest groups; or any other cause whether similar or dissimilar to the foregoing. The affected Participant shall promptly give notice to the other Participant of the suspension of performance, stating therein the nature of the suspension, the reasons therefor, and the expected duration thereof. The affected Participant shall resume performance as soon as reasonably possible. During the period of suspension the obligations of both Participants to advance funds pursuant to Section 10.2 **** shall be reduced to levels consistent with then current Operations.

18.8 Rule Against Perpetuities. The Participants do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in a Participating Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the Participants hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Participants within the limits permissible under such rules.

18.9 Further Assurances. Each of the Participants shall take, from time to time and without additional consideration, such further actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement or as may be reasonably required by lenders in connection with Project Financing.

37

18.10 Entire Agreement; Successors and Assigns. This Agreement contains the entire understanding of the Participants and supersedes all prior agreements and understandings between the Participants relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Participants. Any third party who acquires any interest in this Agreement or the Properties shall agree in writing to be bound by all of the terms and conditions of this Agreement. In the event of any conflict between this Agreement and any Exhibit or Schedule attached hereto, the terms of this Agreement shall be controlling.

18.11 Memorandum. At the request of either Participant, a Memorandum or short form of this Agreement, in the form attached as Exhibit I hereto shall be prepared by the Manager, executed and acknowledged by both Participants, and delivered to the Manager for recording in the appropriate recording office as may be necessary to provide constructive notice of this Agreement and the rights and obligations of the Participants hereunder. The Manager shall record that document in the Shoshone County, Idaho official property records. Unless both Participants agree, this Agreement shall not be recorded.

18.12 Counterparts. This Agreement may be executed in any number of counterparts, and it shall not be necessary that the signatures of both Participants be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

[Signature page follows]

38

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

	U.S. SILVER-IDAHO, INC.
	Peter McRae<br> <br>VP, General Counsel
	SPROTT MINING IDAHO LIMITED

| | PARTNERSHIP, by Sprott Mining Idaho Management Inc., its General Partner | | By | |

| | Eric Sprott |

Signature page to Mine Operating and Improvements Agreement

39

usas_ex81.htm EXHIBIT 8.1

As of: May 30, 2023

AMERICAS GOLD AND SILVER CORPORATION

Company Name	Jurisdiction	Other State/ Provincial Listings

| Americas Gold and Silver Corporation (formerly: Americas Silver Corporation) (name change as of September 3, 2019) | Canada | N/A |

| 4246136 Canada Inc. | Canada | N/A |

| Bald Butte Ltd. | Canada | Business Registration in Manitoba dissolved June 2013 |

| Blackjack Gold Corporation | Nevada (EO298792016-2) | N/A |

| Drumlummon ULC (Previously Drumlummon Ltd.) | Alberta | Montana (Corp.# F060638) |

| Drumlummon Gold Corp. | Delaware (483528) | Montana (Corp.# F060015) |

| Drumlummon U.S. Ltd. | Delaware (5080741) | Montana (F064552) |

| Gold Acquisition Corp. | Nevada (E0464462011-1) | Colorado (20191571586) |

| Marysville Mining and Milling LLC | Montana (C186575) | N/A |

| Platte River Gold Inc. | Yukon | N/A |

| Pershing Gold Corporation | Nevada (E0545322007-7) | Colorado (20121117480) |

| Pershing Royalty Corporation | Delaware | N/A |

| RX Gold & Silver Inc. | Ontario | Montana (Corp.# F052197) |

| RX Mining Corp. | Canada | N/A |

| Scorpio Holding One Limited | British Virgin Islands | N/A |

| Scorpio Holding Two Limited | British Virgin Islands | N/A |

| U.S. Silver Corporation | Canada | N/A |

| U.S. Silver & Gold Inc. | Ontario | N/A |

| US Silver – Idaho Inc. | Delaware (Business# 2435184) | Idaho (C-132978) |

| USSG L.P. | Delaware | N/A |

| USSG Cayman Ltd. | Cayman Islands | N/A |

| United States Silver, Inc. | Delaware (Business# 4139113) | Idaho (C-166983) |

MEXICO

Company Name	Jurisdiction	Other State/ Provincial Listings

| Minera Platte River Gold S. de R.L. de C.V. | Mexico | N/A |

| Minera Cayeros S. de R.L. de C.V. | Mexico (dormant) | N/A |

| Servicios Especializados en Minas S.A. de C.V. | Mexico | N/A |

| Triturados Mineros del Noroeste S.A. de C.V. | Mexico | N/A |

| Servicos Generales en Mineria S.A. de C.V. | Mexico | N/A |

| Minera Cosala S.A. de C.V. | Mexico | N/A |

usas_ex121.htm EXHIBIT 12.1

CERTIFICATION REQUIRED BY RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Darren Blasutti, of Americas Gold and Silver Corporation certify that:

1.	I have reviewed this annual report on Form 20-F of Americas Gold and Silver Corporation (the "Issuer").
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report.
4.	The Issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
c)	Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.

5.	The Issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditor and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting.

Date: April 30^th^, 2024	By:	/s/ Darren Blasutti

| | | Darren Blasutti Chief Executive Officer (Principal Executive Officer) |

usas_ex122.htm EXHIBIT 12.2

CERTIFICATION REQUIRED BY RULE 13a-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Warren Varga, of Americas Gold and Silver Corporation certify that:

1.	I have reviewed this annual report on Form 20-F of Americas Gold and Silver Corporation (the “Issuer”).
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report.
4.	The Issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
c)	Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.

5.	The Issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditor and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer's internal control over financial reporting.

Date: April 30^th^, 2024	By:	/s/ Warren Varga

| | | Warren Varga Chief Financial Officer (Principal Financial and Accounting Officer) |

usas_ex131.htm EXHIBIT 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Americas Gold and Silver Corporation (the "Company") on Form 20-F for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Darren Blasutti, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 30^th^, 2024	/s/ Darren Blasutti

| | Darren Blasutti |

| | Chief Executive Officer |

| | (Principal Executive Officer) |

usas_ex132.htm EXHIBIT 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Americas Gold and Silver Corporation (the "Company") on Form 20-F for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Warren Varga, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 30^th^, 2024	/s/ Warren Varga

| | Warren Varga |

| | Chief Financial Officer |

| | (Principal Financial and Accounting Officer) |

usas_ex161.htm EXHIBIT 16.1

Exhibit 16.1 [NTD: confirm number]

MINE SAFETY DISCLOSURE

The following table sets out the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd Frank Wall Street Reform and Consumer Protection Act for the period January 1, 2023 through December 31, 2023 covered by this report:

Mine	Section<br> <br>104(a)<br> <br>S&S<br> <br>Citations^1^<br> <br>(#)	Section<br> <br>104(b)<br> <br>Orders^2^<br> <br>(#)	Section<br> <br>104(d)<br> <br>Citations<br> <br>and<br> <br>Orders^3^<br> <br>(#)	Section<br> <br>110(b)(2)<br> <br>Violations^4^<br> <br>(#)	Section<br> <br>107(a)<br> <br>Orders^5^<br> <br>(#)	Total<br> <br>Dollar<br> <br>Value of<br> <br>MSHA<br> <br>Assess-<br> <br>ments<br> <br>Proposed^6^<br> <br>($)	Total<br> <br>Number<br> <br>of<br> <br>Mining<br> <br>Related<br> <br>Fatalities<br> <br>(#)	Received<br> <br>Notice of<br> <br>Pattern of<br> <br>Violations<br> <br>or<br> <br>Potential<br> <br>Thereof<br> <br>Under<br> <br>Section<br> <br>104(e)^7^<br> <br>(yes/no)	Legal<br> <br>Actions<br> <br>Pending<br> <br>as of<br> <br>Last<br> <br>Day of<br> <br>Period^8^<br> <br>(#)	Legal<br> <br>Actions<br> <br>Initiated<br> <br>During<br> <br>Period<br> <br>(#)	Legal<br> <br>Actions<br> <br>Resolved<br> <br>During<br> <br>Period<br> <br>(#)

| Galena | 8 | 0 | 2 | 0 | 0 | $27,371.00 | 1 | no | 0 | 0 | 0 |

| Relief Canyon Mine | 0 | 0 | 0 | 0 | 0 | $0 | 0 | no | 0 | 0 | 0 |

Citations and Orders are issued under Section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) (the “Act”) for violations of the Act or any mandatory health or safety standard, rule, order or regulation promulgated under the Act. A Section 104(a) “Significant and Substantial” or “S&S” citation is considered more severe than a non-S&S citation and generally is issued in a situation where the conditions created by the violation do not cause imminent danger, but the violation is of such a nature as could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. It should be noted that, for purposes of this table, S&S citations that are included in another column, such as Section 104(d) citations, are not also included as Section 104(a) S&S citations in this column.

A Section 104(b) withdrawal order is issued if, upon a follow up inspection, an MSHA inspector finds that a violation has not been abated within the period of time as originally fixed in the violation and determines that the period of time for the abatement should not be extended. Under a withdrawal order, all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area of the mine until the inspector determines that the violation has been abated.

A citation is issued under Section 104(d) where there is an S&S violation and the inspector finds the violation to be caused by an unwarrantable failure of the operator to comply with a mandatory health or safety standard. Unwarrantable failure is a special negligence finding that is made by an MSHA inspector and that focuses on the operator’s conduct. If during the same inspection or any subsequent inspection of the mine within 90 days after issuance of the citation, the MSHA inspector finds another violation caused by an unwarrantable failure of the operator to comply, a withdrawal order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.

A flagrant violation under Section 110(b)(2) is a violation that results from a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonable could have been expected to cause, death or serious bodily injury.

5.	An imminent danger order under Section 107(a) is issued when an MSHA inspector finds that an imminent danger exists in a mine. An imminent danger is the existence of any condition or practice which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated. Under an imminent danger order, all persons, other than those required to abate the condition or practice and certain others, are required to be withdrawn from and are prohibited from entering the affected area until the inspector determines that such imminent danger and the conditions or practices which caused the imminent danger no longer exist.
6.	These dollar amounts include the total amount of all proposed assessments from MSHA under the Act relating to any type of violation during the period, including proposed assessments for non-S&S citations that are not specifically identified in this exhibit, regardless of whether the Company has challenged or appealed the assessment.
7.	A Notice is given under Section 104(e) if an operator has a pattern of S&S violations. If upon any inspection of the mine within 90 days after issuance of the notice, or at any time after a withdrawal notice has been given under Section 104(e), an MSHA inspector finds another S&S violation, an order is issued, under which all persons, other than those required to abate the violation and certain others, are required to be withdrawn from and prohibited from entering the affected area until the inspector determines that the violation has been abated.
8.	There were no legal actions pending before the Federal Mine Safety and Health Review Commission as of the last day of the period covered by this report. In addition, there were no pending actions that are (a) contests of citations and orders referenced in Subpart B of 29 CFR Part 2700, (b) complaints for compensation referenced in subpart D of 29 CFR Part 2700; (c) complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700; (d) applications for temporary relief referenced in Subpart F of 29 CFR Part 2700; or (e) appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700.

2

usas_ex971.htm EXHIBIT 97.1

AMERICAS GOLD AND SILVER CORPORATION

INCENTIVE COMPENSATION RECOVERY POLICY

1. Introduction.

The Board of Directors of Americas Gold and Silver Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws , and/or in the event of detrimental conduct by executive officers or other key employees and/or in the event that incentive compensation is awarded based on measures that are subsequently determined to be incorrectly calculated (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE American) or any other securities exchange on which the Company’s shares are listed in the future.

2. Administration.

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation and Corporate Governance Committee (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

3. Covered Executives.

Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as operations, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. For the avoidance of doubt, “Covered Executives” will include at least the following Company officers: Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Legal Officer and any Senior Vice Presidents.

This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.

1

4. Recovery: Accounting Restatement.

In the event of an “Accounting Restatement,” the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

(a)	Definition of Accounting Restatement.
	For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
	The determination of the time when the Company is “required” to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
	An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
(b)	Definition of Incentive Compensation.
	For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under the Company’s equity incentive plans, and contributions of such bonuses or awards to the Company’s deferred compensation plans or other employee benefit plans. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time- vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.

2

(c)	Financial Reporting Measures.
	“Financial Reporting Measures” are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
(d)	Excess Incentive Compensation: Amount Subject to Recovery.
	The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
	For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.

5. Recovery: Detrimental Conduct.

In the event the Board makes a good faith determination that a Covered Executive or other Key Employee has engaged in Detrimental Conduct, or on the event that certain measures in the Incentive Compensation are subsequently determined to be incorrectly calculated, then the Company may recover all or a portion of their Incentive Compensation, or benefits in which they have become vested under the terms of the Company’s deferred compensation plan.

The term “Key Employee” includes a Covered Executive and mine general managers, key managerial and administrative staff at the corporate office and mining operations.

3

The term “Detrimental Conduct” means any of the following in relation to the Covered Executive or other Key Employee:

(a)	their deliberate and continued failure substantially to perform their duties and responsibilities, which failure has had an adverse effect on the Company;
(b)	their knowing and willful violation of any law, government regulation, the Company Code of Conduct or Company policy;
(c)	their act of fraud or dishonesty resulting, or intended to result in, their personal enrichment at the expense of the Company; or
(d)	their gross misconduct in performance of their duties that results in economic harm to the Company.

6. Method of Recovery.

The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly Incentive Compensation hereunder. Such methods may include, without limitation:

(a)	requiring reimbursement of compensation previously paid;
(b)	forfeiting any compensation contribution made under the Company’s deferred compensation plans, as well as any matching amounts and earnings thereon;
(c)	offsetting the recovered amount from any compensation that the Covered Executive may earn or be awarded in the future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual equal to compensation paid or deferred into tax–qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company);
(d)	taking any other remedial and recovery action permitted by law, as determined by the Board; or
(e)	some combination of the foregoing.

7. No Indemnification.

Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation.

8. Interpretation.

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed.

4

9. Effective Date.

The effective date of this Policy is October 2, 2023 (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.

10. Amendment and Termination.

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the TSX and the NYSE or any other securities exchange on which the Company’s shares are listed in the future.

11. Other Recovery Rights.

The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.

12. Impracticability.

The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the TSX and NYSE listing standards or any other securities exchange on which the Company’s shares are listed in the future.

13. Successors.

This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

***

Reviewed and approved by the Board of Directors effective November 27, 2023

5

Schedule A

INCENTIVE-BASED COMPENSATION CLAWBACK POLICY RECEIPT AND ACKNOWLEDGEMENT

I,_______________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of any Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and/or amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.

Signature	Date

6