6-K - USAS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number 001-37982

AMERICAS GOLD AND SILVER CORPORATION

| (Translation of registrant’s name into English) |

145 King Street West, Suite 2870

Toronto, Ontario, Canada

M5H 1J8

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

SIGNATURE

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

	AMERICAS GOLD AND SILVER CORPORATION
Date: November 7, 2024	/s/ Peter McRae

| | Peter McRae Chief Legal Officer and Senior Vice President Corporate Affairs |

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INDEX TO EXHIBITS

99.1	Interim Financial Statements

| 99.2 | Interim Management Discussion and Analysis |

| 99.3 | Certification of Interim Filings - CEO |

| 99.4 | Certification of Interim Filings - CFO |

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usas_ex991.htm EXHIBIT 99.1

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

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

Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of financial position<br> <br>(In thousands of U.S. dollars, unaudited)

	September 30,			December 31,

| As at | 2024 | | | 2023 | | |

| Cash and cash equivalents | $ | 7,215 | | $ | 2,061 | |

| Trade and other receivables (Note 5) | | 7,450 | | | 9,486 | |

| Inventories (Note 6) | | 8,820 | | | 8,657 | |

| Prepaid expenses | | 3,304 | | | 2,832 | |

| | $ | 26,789 | | $ | 23,036 | |

| Restricted cash | | 4,483 | | | 4,351 | |

| Property, plant and equipment (Note 7) | | 148,094 | | | 153,101 | |

Total assets	$	179,366		$	180,488

| Trade and other payables | $ | 25,005 | | $ | 22,960 | |

| Metals contract liability (Note 8) | | 14,910 | | | 12,512 | |

| Derivative instruments (Note 9) | | 1,257 | | | 1,230 | |

| Convertible debenture (Note 9) | | 11,662 | | | 15,384 | |

| Shares pending issuance from retraction (Note 9) | | - | | | 436 | |

| Pre-payment facility (Note 10) | | 1,500 | | | 2,250 | |

| Credit facility (Note 11) | | 600 | | | - | |

| Promissory notes (Note 12) | | 4,275 | | | 4,275 | |

| Royalty payable (Note 13) | | 4,049 | | | 2,160 | |

| | | 63,258 | | | 61,207 | |

| Other long-term liabilities | | 1,696 | | | 1,610 | |

| Metals contract liability (Note 8) | | 34,984 | | | 24,325 | |

| Credit facility (Note 11) | | 9,400 | | | - | |

| Royalty payable (Note 13) | | - | | | 1,787 | |

| Post-employment benefit obligations | | 4,276 | | | 6,537 | |

| Decommissioning provision | | 12,129 | | | 12,193 | |

| Deferred tax liabilities (Note 20) | | 568 | | | 629 | |

Total liabilities		126,311			108,288

| Share capital (Note 14) | | 464,813 | | | 455,548 | |

| Equity reserve | | 55,899 | | | 52,936 | |

| Foreign currency translation reserve | | 9,519 | | | 8,325 | |

| Deficit | | (495,712 | ) | | (463,391 | ) |

| Attributable to shareholders of the Company | | 34,519 | | | 53,418 | |

| Non-controlling interests (Note 16) | | 18,536 | | | 18,782 | |

| Total equity | $ | 53,055 | | $ | 72,200 | | | Total liabilities and equity | $ | 179,366 | | $ | 180,488 | |

Going concern (Note 2), Contingencies (Note 23), Subsequent events (Note 24)

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

Page	1

Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of loss and comprehensive loss<br> <br>(In thousands of U.S. dollars, except share and per share amounts, unaudited)

	For the three-month period ended						For the nine-month period ended

| | 2024 | | | 2023 | | | 2024 | | | 2023 | | | | Revenue (Note 17) | $ | 21,018 | | $ | 18,257 | | $ | 72,133 | | $ | 64,572 | | | Cost of sales (Note 18) | | (18,957 | ) | | (17,999 | ) | | (58,607 | ) | | (56,284 | ) |

| Depletion and amortization (Note 7) | | (5,914 | ) | | (5,053 | ) | | (18,618 | ) | | (15,378 | ) |

| Care and maintenance costs | | (734 | ) | | (951 | ) | | (3,197 | ) | | (2,947 | ) |

| Corporate general and administrative (Note 19) | | (1,671 | ) | | (1,827 | ) | | (5,036 | ) | | (6,349 | ) |

| Exploration costs | | (932 | ) | | (965 | ) | | (2,848 | ) | | (2,565 | ) |

| Accretion on decommissioning provision | | (157 | ) | | (148 | ) | | (469 | ) | | (429 | ) |

| Interest and financing expense | | (4,419 | ) | | (2,533 | ) | | (8,030 | ) | | (6,684 | ) |

| Foreign exchange gain (loss) | | 1,173 | | | (545 | ) | | 161 | | | (90 | ) |

| Gain on disposal of assets | | - | | | 34 | | | - | | | 119 | |

| Gain (loss) on metals contract liability (Note 8) | | (5,330 | ) | | 1,387 | | | (10,044 | ) | | 534 | |

| Other gain (loss) on derivatives (Note 9) | | 178 | | | 196 | | | (566 | ) | | 243 | |

| Fair value loss on royalty payable (Note 13) | | (216 | ) | | (339 | ) | | (729 | ) | | (579 | ) |

| Loss before income taxes | | (15,961 | ) | | (10,486 | ) | | (35,850 | ) | | (25,837 | ) |

| Income tax recovery (expense) (Note 20) | | (198 | ) | | 11 | | | (469 | ) | | (2,253 | ) |

Net loss	$	(16,159	)	$	(10,475	)	$	(36,319	)	$	(28,090	)

| Shareholders of the Company | $ | (14,056 | ) | $ | (8,893 | ) | $ | (33,375 | ) | $ | (25,023 | ) |

| Non-controlling interests (Note 16) | | (2,103 | ) | | (1,582 | ) | | (2,944 | ) | | (3,067 | ) |

Net loss	$	(16,159	)	$	(10,475	)	$	(36,319	)	$	(28,090	)

| Items that will not be reclassified to net loss | | | | | | | | | | | | |

| Remeasurement of post-employment benefit obligations | | (733 | ) | $ | 972 | | $ | 1,757 | | $ | 2,240 | |

| Items that may be reclassified subsequently to net loss | | | | | | | | | | | | |

| Foreign currency translation reserve | | (913 | ) | | 1,064 | | | 1,194 | | | (234 | ) |

| Other comprehensive income (loss) | | (1,646 | ) | | 2,036 | | | 2,951 | | | 2,006 | |

Comprehensive loss	$	(17,805	)	$	(8,439	)	$	(33,368	)	$	(26,084	)

| Shareholders of the Company | $ | (15,409 | ) | $ | (7,246 | ) | $ | (31,128 | ) | $ | (23,913 | ) |

| Non-controlling interests (Note 16) | | (2,396 | ) | | (1,193 | ) | | (2,240 | ) | | (2,171 | ) |

Comprehensive loss	$	(17,805	)	$	(8,439	)	$	(33,368	)	$	(26,084	)

Basic and diluted		(0.05	)		(0.04	)		(0.14	)		(0.12	)

| Basic and diluted (Note 15) | | 262,633,669 | | | 215,687,470 | | | 245,785,015 | | | 211,150,476 | |

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

Page	2

Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of changes in equity<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

	Share capital							Foreign<br> <br>currency						Attributable to shareholders ****			Non-

| | Shares | | Amount | | reserve | | | reserve | | | Deficit | | | Company | | | interests | | | equity | | | | Balance at January 1, 2024 | | 218,690 | $ | 455,548 | $ | 52,936 | | $ | 8,325 | | $ | (463,391 | ) | $ | 53,418 | | $ | 18,782 | | $ | 72,200 | |

| Net loss for the period | | - | | - | | - | | | - | | | (33,375 | ) | | (33,375 | ) | | (2,944 | ) | | (36,319 | ) |

| Other comprehensive income for the period | | - | | - | | - | | | 1,194 | | | 1,054 | | | 2,248 | | | 703 | | | 2,951 | |

| Contribution from non-controlling interests | | - | | - | | - | | | - | | | - | | | - | | | 1,995 | | | 1,995 | |

| Equity offering | | 26,150 | | 3,171 | | 1,855 | | | - | | | - | | | 5,026 | | | - | | | 5,026 | |

| Non-brokered private placements | | 1,586 | | 441 | | - | | | - | | | - | | | 441 | | | - | | | 441 | |

| Common shares issued | | 229 | | 50 | | - | | | - | | | - | | | 50 | | | - | | | 50 | |

| Warrants issued | | - | | - | | 527 | | | - | | | - | | | 527 | | | - | | | 527 | |

| Retraction of convertible debenture | | 20,127 | | 5,603 | | (53 | ) | | - | | | - | | | 5,550 | | | - | | | 5,550 | |

| Share-based payments | | - | | - | | 634 | | | - | | | - | | | 634 | | | - | | | 634 | |

| Balance at September 30, 2024 | | 266,782 | $ | 464,813 | $ | 55,899 | | $ | 9,519 | | $ | (495,712 | ) | $ | 34,519 | | $ | 18,536 | | $ | 53,055 | | | Balance at January 1, 2023 | | 204,456 | $ | 449,374 | $ | 50,905 | | $ | 9,797 | | $ | (428,849 | ) | $ | 81,227 | | $ | 17,362 | | $ | 98,589 | |

| Net loss for the period | | - | | - | | - | | | - | | | (25,023 | ) | | (25,023 | ) | | (3,067 | ) | | (28,090 | ) |

| Other comprehensive income (loss) for the period | | - | | - | | - | | | (234 | ) | | 1,344 | | | 1,110 | | | 896 | | | 2,006 | |

| Contribution from non-controlling interests | | - | | - | | - | | | - | | | - | | | - | | | 3,426 | | | 3,426 | |

| At-the-market offering | | 4,548 | | 2,310 | | - | | | - | | | - | | | 2,310 | | | - | | | 2,310 | |

| Private placements | | 2,234 | | 783 | | - | | | - | | | - | | | 783 | | | - | | | 783 | |

| Common shares issued | | 679 | | 350 | | - | | | - | | | - | | | 350 | | | - | | | 350 | |

| Warrants issued | | - | | - | | 435 | | | - | | | - | | | 435 | | | - | | | 435 | |

| Retraction of convertible debenture | | 5,161 | | 2,302 | | (178 | ) | | - | | | - | | | 2,124 | | | - | | | 2,124 | |

| Amendment of convertible debenture | | - | | - | | (272 | ) | | - | | | - | | | (272 | ) | | - | | | (272 | ) |

| Share-based payments | | - | | - | | 1,577 | | | - | | | - | | | 1,577 | | | - | | | 1,577 | |

| Balance at September 30, 2023 | | 217,078 | $ | 455,119 | $ | 52,467 | | $ | 9,563 | | $ | (452,528 | ) | $ | 64,621 | | $ | 18,617 | | $ | 83,238 | |

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Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of cash flows<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unaudited)

	September 30,			September 30,

| | 2024 | | | 2023 | | |

Cash flow generated from (used in)

| Net loss for the period | $ | (36,319 | ) | $ | (28,090 | ) |

| Depletion and amortization | | 18,618 | | | 15,378 | |

| Income tax expense | | 469 | | | 2,253 | |

| Accretion and decommissioning costs | | 469 | | | 429 | |

| Share-based payments | | 634 | | | 1,577 | |

| Non-cash expenses from common shares and warrants issued | | 577 | | | 785 | |

| Provision on other long-term liabilities | | 46 | | | 77 | |

| Interest and financing expense | | 4,197 | | | 3,146 | |

| Net charges on post-employment benefit obligations | | (504 | ) | | 240 | |

| Inventory write-downs | | 871 | | | 1,190 | |

| Gain on disposal of assets | | - | | | (119 | ) |

| Loss (gain) on metals contract liability | | 10,044 | | | (534 | ) |

| Other loss (gain) on derivatives | | 566 | | | (243 | ) |

| Fair value loss on royalty payable | | 729 | | | 579 | |

| Changes in non-cash working capital items: | | | | | | |

| Trade and other receivables | | 2,036 | | | 6,647 | |

| Inventories | | (1,034 | ) | | (2,926 | ) |

| Prepaid expenses | | (472 | ) | | (567 | ) |

| Trade and other payables | | 1,473 | | | (3,378 | ) |

Net cash generated from (used in) operating activities		2,400			(3,556	)

| Expenditures on property, plant and equipment | | (13,575 | ) | | (15,866 | ) |

| Proceeds from disposal of assets | | - | | | 870 | |

Net cash used in investing activities		(13,575	)		(14,996	)

| Glencore pre-payment facility | | - | | | | |

| Pre-payment facility | | (750 | ) | | 1,500 | |

| Credit facility | | 10,000 | | | - | |

| Lease payments | | (487 | ) | | (2,540 | ) |

| Promissory notes, net | | - | | | (625 | ) |

| Equity offering, net | | 5,026 | | | - | |

| At-the-market offering | | - | | | 2,310 | |

| Financing from convertible debenture | | - | | | 6,020 | |

| Non-brokered private placements | | 441 | | | 783 | |

| Metals contract liability, net | | (113 | ) | | 3,431 | |

| Royalty agreement, net | | (628 | ) | | 3,465 | |

| Contribution from non-controlling interests | | 1,995 | | | 3,426 | |

| Net cash generated from financing activities | | 15,484 | | | 17,770 | | | Effect of foreign exchange rate changes on cash | | 845 | | | (292 | ) |

| Increase (decrease) in cash and cash equivalents | | 5,154 | | | (1,074 | ) |

| Cash and cash equivalents, beginning of period | | 2,061 | | | 1,964 | |

| Cash and cash equivalents, end of period | $ | 7,215 | | $ | 890 | | | Cash and cash equivalents consist of: | | | | | | |

| Cash | $ | 7,215 | | $ | 890 | | | Interest paid during the period | $ | 2,214 | | $ | 1,743 | |

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

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Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

1. Corporate information

Americas Gold and Silver Corporation (the “Company") was incorporated under the Canada Business Corporations Act on May 12, 1998 and conducts mining exploration, development and production in the Americas. The address of the Company’s registered office is 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company’s common shares are listed on the Toronto Stock Exchange under the symbol “USA” and on the New York Stock Exchange American under the symbol “USAS”.

The condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2024 were approved and authorized for issue by the Board of Directors of the Company on November 7, 2024.

2. Basis of presentation and going concern

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Handbook of Chartered Professional Accountants of Canada applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2023. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2023, and further updated in Note 3 of these financial statements, and have been consistently applied in the preparation of these condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $36.5 million, including cash and cash equivalents of $7.2 million as at September 30, 2024. During the nine-month period ended September 30, 2024, the Company reported a net loss of $36.3 million, including an increase in revenue of $7.6 million and an increase in cost of sales of $2.3 million compared to the nine-month period ended September 30, 2023, plus loss on metals contract liability of $10.0 million and other loss on derivatives of $0.6 million. At September 30, 2024, 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.

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to year-to-date 2024, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, 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. On October 9, 2024, the Company completed a financing agreement through a bought deal private placement of subscription receipts, raising gross proceeds of $50 million CAD being held in escrow pending the closing of the concurrent agreement to acquire the remaining 40% non-controlling interest of the Company’s Galena (see Note 24). As part of the agreement, the Company closed additional non-brokered private placements for total gross proceeds of $2.9 million CAD through total issuance of 6,650,000 of the Company’s common shares priced at approximately $0.44 CAD per share for bridge financing purposes. The Company will review the going concern assumption at year-end after the expected closing of the financing.

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.

Page	5

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

3. Changes in accounting policies and recent accounting pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are being assessed for their impact on the Company in the current or future reporting periods. The Company adopted Amendments to IAS 1 – Presentation of Financial Statements as of January 1, 2024 and assessed there was no material impact on Non-Current Liabilities with Covenants (Amendments to IAS 1).

4. Significant accounting judgments and estimates

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

In preparing these condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s annual consolidated financial statements as at and for the year ended December 31, 2023, in addition to the significant judgments mentioned in Note 2.

5. Trade and other receivables

	September 30,		December 31,

| | 2024 | | 2023 | | | Trade receivables | $ | 3,949 | $ | 5,875 |

| Other receivables | | 3,501 | | 3,611 |

| | $ | 7,450 | $ | 9,486 |

6. Inventories

	September 30,		December 31,

| | 2024 | | 2023 | | | Concentrates | $ | 2,464 | $ | 1,769 |

| Ore stockpiles | | 713 | | 913 |

| Spare parts and supplies | | 5,643 | | 5,975 |

| | $ | 8,820 | $ | 8,657 |

The amount of inventories recognized in cost of sales was $19.0 million during the three-month period ended September 30, 2024 (2023: $18.0 million) and $58.6 million during the nine-month period ended September 30, 2024 (2023: $56.3 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $0.1 million (2023: $0.6 million) during the three-month period end September 30, 2024 and $0.9 million during the nine-month period ended September 30, 2024 (2023: $1.2 million).

Page	6

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

7. Property, plant and equipment

	Mining			Non-producing		Plant and			Right-of-use			Corporate<br> <br>office

	interests			properties		equipment			lease assets			equipment			Total

| Balance at January 1, 2023 | $ | 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 | |

| Asset additions | | 10,383 | | | - | | 3,206 | | | 557 | | | - | | | 14,146 | |

| Change in decommissioning provision | | (535 | ) | | - | | - | | | - | | | - | | | (535 | ) |

Balance at September 30, 2024	$	236,667		$	12,469	$	131,434		$	12,242		$	237		$	393,049

| Balance at January 1, 2023 | $ | (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 | ) |

| Depreciation/depletion for the period | | (11,172 | ) | | - | | (6,498 | ) | | (928 | ) | | (20 | ) | | (18,618 | ) |

Balance at September 30, 2024	$	(143,646	)	$	-	$	(91,938	)	$	(9,151	)	$	(220	)	$	(244,955	)

| at December 31, 2023 | $ | 94,345 | | $ | 12,469 | $ | 42,788 | | $ | 3,462 | | $ | 37 | | $ | 153,101 | |

| at September 30, 2024 | $ | 93,021 | | $ | 12,469 | $ | 39,496 | | $ | 3,091 | | $ | 17 | | $ | 148,094 | |

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. No impairment or impairment reversal were identified for the nine-month period ended September 30, 2024 for each of the Company’s cash-generating unit, including non-producing properties and properties placed under care and maintenance.

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine, which is under care and maintenance, is approximately $16.2 million, $7.6 million, and $0.9 million, respectively, as at September 30, 2024 (December 31, 2023: $16.3 million, $9.6 million, and $1.5 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at September 30, 2024, the carrying amount of this property was $12.5 million included in non-producing properties.

8. Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of the Relief Canyon Mine 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 September 30, 2024, 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.

Page	7

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 $10.0 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the nine-month period ended September 30, 2024 (2023: $0.5 million gain).

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.

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 and second calendar quarter advance of $3.25 million per quarter were drawn in full in March and June 2024, respectively.

On September 24, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by approximately $4.0 million in aggregate during the third quarter of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advance is to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 3-month period from May to July 2027. The advance of approximately $4.0 million was drawn in full in September 2024.

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

	Nine-month			Year

| | 2024 | | | 2023 | | | | Net metals contract liability, beginning of period | $ | 36,837 | | $ | 30,989 | |

| Advance increase (net of financing expense) | | 13,594 | | | 13,989 | |

| Delivery of metals produced | | - | | | (1,720 | ) |

| Delivery of metals purchased | | (10,598 | ) | | (9,899 | ) |

| Revaluation of metals contract liability | | 10,061 | | | 3,478 | |

| Net metals contract liability, end of period | $ | 49,894 | | $ | 36,837 | | | Current portion | $ | 14,910 | | $ | 12,512 | |

| Non-current portion | | 34,984 | | | 24,325 | |

| | $ | 49,894 | | $ | 36,837 | |

9. 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”).

Page	8

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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, net of retractions, of $17.9 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, net of retractions, of $19.0 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, net of retractions, of $24.3 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 April 28, 2025 being the effective maturity date as at September 30, 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.

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, net of retractions, of $25.0 million CAD. All other material terms of the Convertible Debenture remained unchanged.

On August 14, 2024, the Company amended the Convertible Debenture by amending its conversion price of $0.80 CAD to $0.52 CAD, terms to its Retraction Option retractable at a cumulative $1.0 million CAD per month to a cumulative $1.75 million CAD per month starting in September 2024, and subordinating existing security to holders of the Credit Facility. All other material terms of the Convertible Debenture remained unchanged. As part of the amendment, 6,000,000 common share purchase warrants were issued to holders of the Convertible Debenture where each warrant is exercisable for one common share at an exercise price of $0.42 CAD for a period of three years.

Page	9

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

During the nine-month period ended September 30, 2024, the principal amount of the Convertible Debenture was reduced by $6.1 million CAD through partial exercises of the Retraction Option by the holder settled through issuance of 18,570,210 of the Company’s common shares (year ended December 31, 2023: $3.7 million CAD settled through issuance of 8,329,064 common shares). The total outstanding principal, net of retractions, of the Convertible Debenture is $17.9 million CAD as at September 30, 2024 (December 31, 2023: $24.0 million CAD), and $16.8 million CAD as at November 7, 2024.

The Company recognized a loss of $0.6 million for the nine-month period ended September 30, 2024 (2023: gain of $0.2 million) as a result of the change in the estimated fair value of the combined Redemption Option and Retraction Option.

10. Pre-payment facility

On December 12, 2022, the Company amended its existing unsecured 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 June 2024.

11. Credit facility

On August 14, 2024, the Company signed a credit and offtake agreement with Trafigura PTE Ltd. (“Trafigura”) for a secured credit facility of up to $15 million to complete initial development of the Zone 120 and El Cajón silver-copper project (“EC120”) (the “Credit Facility”). The Credit Facility is secured by share and asset pledges of all the Company’s material Mexican subsidiaries with the Company’s existing Convertible Debenture holders agreeing to subordinate existing security. The term of the Credit Facility is for a period of 36 months which includes a principal repayment grace period of 12 months, and bears interest of U.S. SOFR rate plus 6% per annum on cumulative drawings up to $12 million and 6.5% thereafter. The Credit Facility was drawn for $10.0 million in August 2024 and will be amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period once the Credit Facility is drawn in full. The Company has also entered into an offtake agreement with Trafigura for all the copper concentrates produced from EC120 where Trafigura will pay for the concentrates at the prevailing market prices for silver and copper, less customary treatment, refining and penalty charges.

12. Promissory notes

On December 15, 2020, the Company issued a $5 million unsecured 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 unsecured promissory note (the “2023 Promissory Note”) to Sandstorm due December 27, 2024 with interest payable at 8% per annum.

13. 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	10

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 $0.7 million for the nine-month period ended September 30, 2024 (2023: $0.6 million) as a result of the change in the estimated fair value of the Royalty Agreement.

14. 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 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 March 27, 2024, the Company completed an equity offering of 26,000,000 units at a price of $0.30 CAD per unit for total gross proceeds of $5.8 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 $0.40 CAD for a period of three years starting March 27, 2024. As part of the equity offering, approximately $0.8 million in transaction costs were incurred and offset against share capital, and 150,000 common shares and 1,510,020 warrants for approximately $0.1 million and $0.1 million, respectively, were issued to the Company’s advisors and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.30 CAD for a period of two years starting March 27, 2024.

During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $0.4 million through total issuance of 1,585,422 of the Company’s common shares priced at approximately $0.38 CAD per share.

a. Authorized

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

	September 30,		December 31,

	2024		2023

| 266,781,563 (2023: 218,689,766) common shares | $ | 464,813 | $ | 455,548 |

| Nil (2023: Nil) preferred shares | | - | | - |

| | $ | 464,813 | $ | 455,548 |

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	11

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

A summary of changes in the Company’s outstanding stock options is presented below:

				Nine-month					Year

| | | | | 2024 | | | | | 2023 | |

| | (thousands) | | | CAD | | (thousands) | | | CAD | | | Balance, beginning of period | | 17,370 | | $ | 1.30 | | 12,367 | | $ | 2.40 |

| Granted | | 950 | | | 0.36 | | 8,200 | | | 0.62 |

| Expired | | (3,375 | ) | | 1.70 | | (3,197 | ) | | 3.79 |

| Balance, end of period | | 14,945 | | $ | 1.15 | | 17,370 | | $ | 1.30 |

The following table summarizes information on stock options outstanding and exercisable as at September 30, 2024:

| CAD | | (thousands) | | CAD | | (thousands) | | CAD | | | 0.01 to 1.00 | 1.80 | | 9,450 | $ | 0.59 | | 4,724 | $ | 0.69 |

| 1.01 to 2.00 | 0.40 | | 3,410 | | 1.24 | | 3,410 | | 1.24 |

| 3.01 to 4.00 | 0.18 | | 2,085 | | 3.54 | | 2,085 | | 3.54 |

| | | | 14,945 | $ | 1.15 | | 10,219 | $ | 1.46 |

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 nine-month period ended September 30, 2024 was $0.12 (2023: $0.32).

Page	12

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

	Three-month		Three-month		Nine-month			Nine-month

| | 2024 | | 2023 | | 2024 | | | 2023 | | | | Expected stock price volatility ^(1)^ | | - | | - | | 67 | % | | 68 | % |

| Risk free interest rate | | - | | - | | 4.02 | % | | 3.48 | % |

| Expected forfeiture rate | | - | | - | | 3.08 | % | | 3.85 | % |

| Expected dividend yield | | - | | - | | 0 | % | | 0 | % | | Share-based payments included in cost of sales | $ | - | $ | - | $ | - | | $ | - | |

| Share-based payments included in general and | | | | | | | | | | |

| administrative expenses | | 198 | | 259 | | 509 | | | 1,379 | |

| Total share-based payments | $ | 198 | $ | 259 | $ | 509 | | $ | 1,379 | |

(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 September 30, 2024 are as follows:

Number of		Exercise		Issuance	Expiry

| | 1,510,020 | | 0.30 | Mar 2024 | Mar 27, 2026 |

| | 3,500,000 | | 0.55 | Jun 2023 | Jun 21, 2026 |

| | 750,000 | | 0.55 | Oct 2023 | Oct 30, 2026 |

| | 26,000,000 | | 0.40 | Mar 2024 | Mar 27, 2027 |

| | 6,000,000 | | 0.42 | Aug 2024 | Aug 14, 2027 |

| | 37,760,020 | | | | |

e. Restricted share units:

The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units. Each restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each cash settled award charged to compensation expense over the period of vesting. At each reporting date, the compensation expense and associated liability (which is included in trade and other long-term liabilities in the consolidated statement of financial position) are adjusted to reflect changes in market value. As at September 30, 2024, 234,076 (December 31, 2023: nil) restricted share units are outstanding at an aggregate value of $0.1 million (December 31, 2023: nil).

f. Deferred Share Units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at September 30, 2024, 3,377,722 (December 31, 2023: 2,379,554) deferred share units are issued and outstanding.

Page	13

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

	Three-month		Three-month		Nine-month		Nine-month

| | 2024 | | 2023 | | 2024 | | 2023 | | | Basic weighted average number of shares | | 262,633,669 | | 215,687,470 | | 245,785,015 | | 211,150,476 |

| Effect of dilutive stock options and warrants | | - | | - | | - | | - |

| Diluted weighted average number of shares | | 262,633,669 | | 215,687,470 | | 245,785,015 | | 211,150,476 |

Diluted weighted average number of common shares for the three-month and nine-month period ended September 30, 2024 excludes nil anti-dilutive preferred shares (2023: nil), 14,945,000 anti-dilutive stock options (2023: 16,270,000) and 37,760,020 anti-dilutive warrants (2023: 4,775,792).

16. Non-controlling interests

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

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.

Page	14

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

17. Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and nine-month periods ended September 30, 2024 and 2023:

	Three-month			Three-month			Nine-month			Nine-month

	2024			2023			2024			2023

| Sales revenue | $ | 13,630 | | $ | 12,487 | | $ | 49,011 | | $ | 44,200 | |

| Derivative pricing adjustments | | (1,547 | ) | | (652 | ) | | (887 | ) | | (37 | ) |

| | | 12,083 | | | 11,835 | | | 48,124 | | | 44,163 | |

| Sales revenue | $ | 9,509 | | $ | 9,938 | | $ | 29,431 | | $ | 29,964 | |

| Derivative pricing adjustments | | 235 | | | 389 | | | 890 | | | 268 | |

| | | 9,744 | | | 10,327 | | | 30,321 | | | 30,232 | |

| Sales revenue | $ | 4,482 | | $ | 5,822 | | $ | 14,274 | | $ | 20,011 | |

| Derivative pricing adjustments | | (105 | ) | | 148 | | | 53 | | | 54 | |

| | | 4,377 | | | 5,970 | | | 14,327 | | | 20,065 | |

| Sales revenue | $ | 216 | | $ | 215 | | $ | 808 | | $ | 829 | |

| Derivative pricing adjustments | | 92 | | | 38 | | | 306 | | | 152 | |

| | | 308 | | | 253 | | | 1,114 | | | 981 | | | Total sales revenue | $ | 27,837 | | $ | 28,462 | | $ | 93,524 | | $ | 95,004 | |

| Total derivative pricing adjustments | | (1,325 | ) | | (77 | ) | | 362 | | | 437 | |

| Gross revenue | $ | 26,512 | | $ | 28,385 | | $ | 93,886 | | $ | 95,441 | |

| Proceeds before intended use | | 990 | | | - | | | 1,695 | | | - | |

| Treatment and selling costs | | (6,484 | ) | | (10,128 | ) | | (23,448 | ) | | (30,869 | ) |

| | $ | 21,018 | | $ | 18,257 | | $ | 72,133 | | $ | 64,572 | |

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 21).

18. Cost of sales

Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and nine-month periods ended September 30, 2024 and 2023:

	Three-month			Three-month			Nine-month			Nine-month

| | 2024 | | | 2023 | | | 2024 | | | 2023 | | | | Salaries and employee benefits | $ | 8,226 | | $ | 8,083 | | $ | 24,047 | | $ | 24,702 | |

| Raw materials and consumables | | 8,603 | | | 8,454 | | | 25,793 | | | 25,049 | |

| Utilities | | 1,090 | | | 969 | | | 3,367 | | | 2,991 | |

| Other costs | | 1,509 | | | 1,348 | | | 4,692 | | | 5,278 | |

| Costs before intended use | | 454 | | | - | | | 871 | | | - | |

| Changes in inventories | | (978 | ) | | (1,471 | ) | | (1,034 | ) | | (2,926 | ) |

| Inventory write-downs | | 53 | | | 616 | | | 871 | | | 1,190 | |

| | $ | 18,957 | | $ | 17,999 | | $ | 58,607 | | $ | 56,284 | |

Page	15

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

19. Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other segments that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and nine-month periods ended September 30, 2024 and 2023:

	Three-month		Three-month		Nine-month		Nine-month

| | 2024 | | 2023 | | 2024 | | 2023 | | | Salaries and employee benefits | $ | 498 | $ | 536 | $ | 1,611 | $ | 1,616 |

| Directors’ fees | | 115 | | 88 | | 341 | | 258 |

| Share-based payments | | 198 | | 259 | | 509 | | 1,379 |

| Professional fees | | 391 | | 434 | | 1,067 | | 1,484 |

| Office and general | | 469 | | 510 | | 1,508 | | 1,612 |

| | $ | 1,671 | $ | 1,827 | $ | 5,036 | $ | 6,349 |

20. Income taxes

Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the nine-month period ended September 30, 2024 was 26.5% and for the year ended December 31, 2023 was 26.5%.

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

	September 30,			December 31,

| | 2024 | | | 2023 | | | | Property, plant and equipment | $ | 766 | | $ | 787 | |

| Other | | 259 | | | 319 | |

| Total deferred tax liabilities | | 1,025 | | | 1,106 | |

| Provisions and reserves | | (457 | ) | | (477 | ) |

| Net deferred tax liabilities | $ | 568 | | $ | 629 | |

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

21. 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	16

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

As of September 30, 2024, the Company’s exposure to credit risk with respect to trade receivables amounts to $3.9 million (December 31, 2023: $5.9 million). The Company believes credit risk is not significant and there was no significant change to the Company’s allowance for expected credit losses as at September 30, 2024 and December 31, 2023.

(ii) Liquidity risk

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

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

	September 30, 2024

| | Total | | 1 year | | 2-3 years | | 4-5 years | | years | | | Trade and other payables | $ | 25,005 | $ | 25,005 | $ | - | $ | - | $ | - |

| Pre-payment facility | | 1,500 | | 1,500 | | - | | - | | - |

| Credit facility | | 10,000 | | 600 | | 9,400 | | - | | - |

| Interest on credit facility | | 1,646 | | 1,043 | | 603 | | - | | - |

| Promissory notes | | 4,275 | | 4,275 | | - | | - | | - |

| Interest on promissory notes | | 46 | | 46 | | - | | - | | - |

| Convertible debenture | | 13,260 | | 13,260 | | - | | - | | - |

| Interest on convertible debenture | | 839 | | 839 | | - | | - | | - |

| Royalty payable | | 4,459 | | 4,459 | | - | | - | | - |

| Metals contract liability | | 49,894 | | 14,910 | | 34,984 | | - | | - |

| Projected pension contributions | | 5,516 | | 1,181 | | 1,969 | | 2,097 | | 269 |

| Decommissioning provision | | 19,633 | | - | | - | | - | | 19,633 |

| Other long-term liabilities | | 1,696 | | - | | 862 | | 159 | | 675 |

| | $ | 137,769 | $ | 67,118 | $ | 47,818 | $ | 2,256 | $ | 20,577 |

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

	September 30, 2024

| | Total | | 1 year | | 2-3 years | | 4-5 years | | years | | | Trade and other payables | $ | 580 | $ | 580 | $ | - | $ | - | $ | - |

| Other long-term liabilities | | 1,021 | | - | | 862 | | 159 | | - |

| | $ | 1,601 | $ | 580 | $ | 862 | $ | 159 | $ | - |

Page	17

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate ranging from 3% to11% applied during the period:

	Nine-month			Year

| | 2024 | | | 2023 | | | | Lease liabilities, beginning of period | $ | 1,436 | | $ | 3,142 | |

| Additions | | 569 | | | 225 | |

| Lease principal payments | | (404 | ) | | (2,527 | ) |

| Lease interest payments | | (83 | ) | | (154 | ) |

| Accretion on lease liabilities | | 83 | | | 750 | |

| Lease liabilities, end of period | $ | 1,601 | | $ | 1,436 | |

(iii) Market risk

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

(1) Interest rate risk

The Company is subject to interest rate risk of the 3 month U.S. LIBOR rate plus 7.2% per annum from Cosalá Operations’ advance payments of concentrate, the 3 month U.S. SOFR rate plus 6.95% per annum from the Facility, and the 3 month U. S. SOFR rate plus 6% per annum from the Credit Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at September 30, 2024, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:

Financial instruments that may impact the Company’s net 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 September 30, 2024

| | CAD | | MXN | | | Cash and cash equivalents | $ | 168 | $ | 366 |

| Trade and other receivables | | 8 | | 3,477 |

| Trade and other payables | | 2,635 | | 9,617 |

As at September 30, 2024, the CAD/USD and MXN/USD exchange rates were 1.35 and 19.63, respectively. The sensitivity of the Company’s net loss and other comprehensive loss due to changes in the exchange rates for the nine-month period ended September 30, 2024 is included in the following table:

	CAD/		MXN/

| | +/- 10% | | +/- 10% | | | Approximate impact on: | | | | |

| 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.

Page	18

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

As at September 30, 2024 and December 31, 2023, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the nine-month periods ended September 30, 2024 and 2023, the Company did not settle any non-hedge foreign exchange forward contracts.

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at September 30, 2024 the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.4 million (December 31, 2023: $0.6 million).

As at September 30, 2024 and December 31, 2023, the Company does not have any non-hedge commodity forward contracts outstanding. During the nine-month periods ended September 30, 2024 and 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 nine-month period ended September 30, 2024 was nil (2023: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debenture during the nine-month period ended September 30, 2024 was a loss of $0.6 million (2023: gain of $0.2 million).

b. Fair values

The fair value of cash, restricted cash, trade and other receivables, and other financial assets and liabilities listed below approximate their carrying amounts mainly due to the short-term maturities of these instruments.

The methods and assumptions used in estimating the fair value of financial assets and liabilities are as follows:

·	Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets. The Company’s cash equivalents consist of money market accounts held at financial institutions which have original maturities of less than 90 days.
·	Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.
·	Metals contract liability: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period.
·	Convertible debenture and promissory notes: The principal portion of the convertible debenture and promissory notes are initially measured at fair value and subsequently carried at amortized cost.
·	Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period.
·	Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.
·	Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

Page	19

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:

·	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

| · | Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. |

| · | Level 3 inputs are unobservable (supported by little or no market activity). |

	September 30,		December 31,

| | 2024 | | 2023 | | | Level 1 | | | | |

| Cash and cash equivalents | $ | 7,215 | $ | 2,061 |

| Restricted cash | | 4,483 | | 4,351 | | Level 2 | | | | |

| Trade and other receivables | | 7,450 | | 9,486 |

| Derivative instruments | | 1,257 | | 1,230 |

| Metals contract liability | | 49,894 | | 36,837 | | Level 3 | | | | |

| Royalty payable | | 4,049 | | 3,947 | | Amortized cost | | | | |

| Pre-payment facility | | 1,500 | | 2,250 |

| Credit facility | | 10,000 | | - |

| Promissory notes | | 4,275 | | 4,275 |

| Convertible debenture | | 11,662 | | 15,384 |

22. Segmented and geographic information, and major customers

a. Segmented information

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

b. Geographic information

All revenues from sales of concentrates for the three-month and nine-month periods ended September 30, 2024 and 2023 were earned in Mexico and the United States. The following segmented information is presented as at September 30, 2024 and December 31, 2023, and for the three-month and nine-month periods ended September 30, 2024 and 2023. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

Page	20

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	As at September 30, 2024											As at December 31, 2023

| | Cosalá Operations | | Galena Complex | | | Relief Canyon | | Corporate and Other | | Total | | Cosalá Operations | | Galena Complex | | Relief Canyon | | Corporate and Other | | Total | | | Cash and cash equivalents | $ | 6,971 | $ | (66 | ) | $ | 1 | $ | 309 | $ | 7,215 | $ | 687 | $ | 791 | $ | 43 | $ | 540 | $ | 2,061 |

| Trade and other receivables | | 6,147 | | 1,295 | | | - | | 8 | | 7,450 | | 7,068 | | 2,388 | | - | | 30 | | 9,486 |

| Inventories | | 6,537 | | 2,180 | | | 103 | | - | | 8,820 | | 6,310 | | 2,244 | | 103 | | - | | 8,657 |

| Prepaid expenses | | 817 | | 1,306 | | | 429 | | 752 | | 3,304 | | 1,003 | | 909 | | 404 | | 516 | | 2,832 |

| Restricted cash | | 140 | | 53 | | | 4,290 | | - | | 4,483 | | 162 | | 53 | | 4,136 | | - | | 4,351 |

| Property, plant and equipment | | 47,891 | | 75,009 | | | 24,719 | | 475 | | 148,094 | | 51,600 | | 73,490 | | 27,404 | | 607 | | 153,101 |

| Total assets | $ | 68,503 | $ | 79,777 | | $ | 29,542 | $ | 1,544 | $ | 179,366 | $ | 66,830 | $ | 79,875 | $ | 32,090 | $ | 1,693 | $ | 180,488 | | Trade and other payables | $ | 10,568 | $ | 8,842 | | $ | 2,226 | $ | 3,369 | $ | 25,005 | $ | 12,184 | $ | 4,843 | $ | 1,421 | $ | 4,512 | $ | 22,960 |

| Derivative instruments | | - | | - | | | - | | 1,257 | | 1,257 | | - | | - | | - | | 1,230 | | 1,230 |

| Shares pending issuance from retraction | | - | | - | | | - | | - | | - | | - | | - | | - | | 436 | | 436 |

| Pre-payment facility | | - | | 1,500 | | | - | | - | | 1,500 | | - | | 2,250 | | - | | - | | 2,250 |

| Credit facility | | 10,000 | | - | | | - | | - | | 10,000 | | - | | - | | - | | - | | - |

| Other long-term liabilities | | - | | 1,305 | | | - | | 391 | | 1,696 | | 30 | | 1,074 | | - | | 506 | | 1,610 |

| Metals contract liability | | - | | - | | | - | | 49,894 | | 49,894 | | - | | - | | - | | 36,837 | | 36,837 |

| Convertible debenture | | - | | - | | | - | | 11,662 | | 11,662 | | - | | - | | - | | 15,384 | | 15,384 |

| Promissory notes | | - | | - | | | - | | 4,275 | | 4,275 | | - | | - | | - | | 4,275 | | 4,275 |

| Royalty payable | | - | | - | | | - | | 4,049 | | 4,049 | | - | | - | | - | | 3,947 | | 3,947 |

| Post-employment benefit obligations | | - | | 4,276 | | | - | | - | | 4,276 | | - | | 6,537 | | - | | - | | 6,537 |

| Decommissioning provision | | 2,325 | | 5,752 | | | 4,052 | | - | | 12,129 | | 2,605 | | 5,563 | | 4,025 | | - | | 12,193 |

| Deferred tax liabilities | | 568 | | - | | | - | | - | | 568 | | 629 | | - | | - | | - | | 629 |

| Total liabilities | $ | 23,461 | $ | 21,675 | | $ | 6,278 | $ | 74,897 | $ | 126,311 | $ | 15,448 | $ | 20,267 | $ | 5,446 | $ | 67,127 | $ | 108,288 |

Page	21

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	Three-month period ended September 30, 2024															Three-month period ended September 30, 2023

| | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | | Revenue | $ | 11,637 | | $ | 9,381 | | $ | - | | $ | - | | $ | 21,018 | | $ | 9,851 | | $ | 8,399 | | $ | 7 | | $ | - | | $ | 18,257 | |

| Cost of sales | | (8,364 | ) | | (10,593 | ) | | - | | | - | | | (18,957 | ) | | (8,949 | ) | | (9,035 | ) | | (15 | ) | | - | | | (17,999 | ) |

| Depletion and amortization | | (2,243 | ) | | (2,769 | ) | | (862 | ) | | (40 | ) | | (5,914 | ) | | (2,072 | ) | | (2,053 | ) | | (887 | ) | | (41 | ) | | (5,053 | ) |

| Care and maintenance costs | | - | | | (175 | ) | | (559 | ) | | - | | | (734 | ) | | - | | | (195 | ) | | (756 | ) | | - | | | (951 | ) |

| Corporate general and administrative | | - | | | - | | | - | | | (1,671 | ) | | (1,671 | ) | | - | | | - | | | - | | | (1,827 | ) | | (1,827 | ) |

| Exploration costs | | (112 | ) | | (788 | ) | | (32 | ) | | - | | | (932 | ) | | (198 | ) | | (737 | ) | | (30 | ) | | - | | | (965 | ) |

| Accretion on decommissioning provision | | (59 | ) | | (56 | ) | | (42 | ) | | - | | | (157 | ) | | (54 | ) | | (55 | ) | | (39 | ) | | - | | | (148 | ) |

| Interest and financing income (expense) | | (796 | ) | | (119 | ) | | 12 | | | (3,516 | ) | | (4,419 | ) | | (80 | ) | | (171 | ) | | 12 | | | (2,294 | ) | | (2,533 | ) |

| Foreign exchange gain (loss) | | 475 | | | - | | | - | | | 698 | | | 1,173 | | | 288 | | | - | | | - | | | (833 | ) | | (545 | ) |

| Gain on disposal of assets | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 34 | | | - | | | 34 | |

| Gain (loss) on metals contract liability | | - | | | - | | | - | | | (5,330 | ) | | (5,330 | ) | | - | | | - | | | - | | | 1,387 | | | 1,387 | |

| Other gain on derivatives | | - | | | - | | | - | | | 178 | | | 178 | | | - | | | - | | | - | | | 196 | | | 196 | |

| Fair value loss on royalty payable | | - | | | - | | | - | | | (216 | ) | | (216 | ) | | - | | | - | | | - | | | (339 | ) | | (339 | ) |

| Income (loss) before income taxes | | 538 | | | (5,119 | ) | | (1,483 | ) | | (9,897 | ) | | (15,961 | ) | | (1,214 | ) | | (3,847 | ) | | (1,674 | ) | | (3,751 | ) | | (10,486 | ) |

| Income tax recovery (expenses) | | (198 | ) | | - | | | - | | | - | | | (198 | ) | | 11 | | | - | | | - | | | - | | | 11 | |

| Net income (loss) for the period | $ | 340 | | $ | (5,119 | ) | $ | (1,483 | ) | $ | (9,897 | ) | $ | (16,159 | ) | $ | (1,203 | ) | $ | (3,847 | ) | $ | (1,674 | ) | $ | (3,751 | ) | $ | (10,475 | ) |

Page	22

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	Nine-month period ended September 30, 2024															Nine-month period ended September 30, 2023

| | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | | Revenue | $ | 37,537 | | $ | 34,596 | | $ | - | | $ | - | | $ | 72,133 | | $ | 34,098 | | $ | 30,364 | | $ | 110 | | $ | - | | $ | 64,572 | |

| Cost of sales | | (29,348 | ) | | (29,259 | ) | | - | | | - | | | (58,607 | ) | | (27,490 | ) | | (28,330 | ) | | (464 | ) | | - | | | (56,284 | ) |

| Depletion and amortization | | (6,892 | ) | | (9,018 | ) | | (2,589 | ) | | (119 | ) | | (18,618 | ) | | (5,995 | ) | | (6,516 | ) | | (2,746 | ) | | (121 | ) | | (15,378 | ) |

| Care and maintenance costs | | - | | | (445 | ) | | (2,752 | ) | | - | | | (3,197 | ) | | - | | | (405 | ) | | (2,542 | ) | | - | | | (2,947 | ) |

| Corporate general and administrative | | - | | | - | | | - | | | (5,036 | ) | | (5,036 | ) | | - | | | - | | | - | | | (6,349 | ) | | (6,349 | ) |

| Exploration costs | | (486 | ) | | (2,286 | ) | | (76 | ) | | - | | | (2,848 | ) | | (629 | ) | | (1,850 | ) | | (86 | ) | | - | | | (2,565 | ) |

| Accretion on decommissioning provision | | (182 | ) | | (165 | ) | | (122 | ) | | - | | | (469 | ) | | (155 | ) | | (159 | ) | | (115 | ) | | - | | | (429 | ) |

| Interest and financing income (expense) | | (965 | ) | | (317 | ) | | 41 | | | (6,789 | ) | | (8,030 | ) | | (220 | ) | | (316 | ) | | (647 | ) | | (5,501 | ) | | (6,684 | ) |

| Foreign exchange gain (loss) | | 1,042 | | | - | | | - | | | (881 | ) | | 161 | | | (250 | ) | | - | | | - | | | 160 | | | (90 | ) |

| Gain on disposal of assets | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 119 | | | - | | | 119 | |

| Gain (loss) on metals contract liability | | - | | | - | | | - | | | (10,044 | ) | | (10,044 | ) | | - | | | - | | | - | | | 534 | | | 534 | |

| Other gain (loss) on derivatives | | - | | | - | | | - | | | (566 | ) | | (566 | ) | | - | | | - | | | - | | | 243 | | | 243 | |

| Fair value loss on royalty payable | | - | | | - | | | - | | | (729 | ) | | (729 | ) | | - | | | - | | | - | | | (579 | ) | | (579 | ) |

| Income (loss) before income taxes | | 706 | | | (6,894 | ) | | (5,498 | ) | | (24,164 | ) | | (35,850 | ) | | (641 | ) | | (7,212 | ) | | (6,371 | ) | | (11,613 | ) | | (25,837 | ) |

| Income tax expense | | (469 | ) | | - | | | - | | | - | | | (469 | ) | | (2,253 | ) | | - | | | - | | | - | | | (2,253 | ) |

| Net income (loss) for the period | $ | 237 | | $ | (6,894 | ) | $ | (5,498 | ) | $ | (24,164 | ) | $ | (36,319 | ) | $ | (2,894 | ) | $ | (7,212 | ) | $ | (6,371 | ) | $ | (11,613 | ) | $ | (28,090 | ) |

Page	23

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the nine-month periods ended September 30, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

c. Major customers

For the three-month period ended September 30, 2024, the Company sold concentrates and finished goods to two major customers accounting for 51% of revenues from Cosalá Operations and 45% of revenues from Galena Complex (2023: two major customers accounting for 54% of revenues from Cosalá Operations and 46% of revenues from Galena Complex). For the nine-month period ended September 30, 2024, the Company sold concentrates and finished goods to two major customers accounting for 50% of revenues from Cosalá Operations and 48% of revenues from Galena Complex (2023: two major customers accounting for 53% of revenues from Cosalá Operations and 47% of revenues from Galena Complex).

23. Contingencies

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

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.0 million (MXN 196.8 million), of which $4.3 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $4.8 million (MXN 94.6 million) of their original reassessment. The remaining $5.2 million (MXN 102.2 million) consists of $4.3 million (MXN 84.4 million) related to transactions with certain suppliers and $0.9 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $0.9 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.3 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.0 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at September 30, 2024, the accrued liability of the probable obligation was $1.0 million (December 31, 2023: $1.0 million).

24. Subsequent events

On October 9, 2024, the Company entered into an agreement with Mr. Eric Sprott to acquire the remaining 40% non-controlling interest of the Company’s Galena Complex (the “Acquisition Agreement”). Mr. Eric Sprott will receive issuance of 170,000,000 of the Company’s common shares plus $10 million in cash upon closing of the Acquisition Agreement, and monthly deliveries of 18,500 ounces of silver for a period of 36 months starting in or around January 2026. The Company also completed a concurrent financing agreement through a bought deal private placement of subscription receipts raising gross proceeds of $50 million CAD at an issue price of $0.40 CAD per subscription receipt. The gross proceeds from the subscription receipts are being held in escrow pending the closing of the Acquisition Agreement. As part of the Acquisition Agreement, the Company closed non-brokered private placements for total gross proceeds of $2.9 million CAD through total issuance of 6,650,000 of the Company’s common shares priced at approximately $0.44 CAD per share for bridge financing purposes.

Page	24

usas_ex992.htm EXHIBIT 99.2

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

DATED NOVEMBER 7, 2024

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

Forward-Looking Statements	1

| Management’s Discussion and Analysis | 2 |

| Overview | 3 |

| Recent Developments and Operational Discussion | 4 |

| Results of Operations | 10 |

| Summary of Quarterly Results | 12 |

| Liquidity | 13 |

| Capital Resources | 16 |

| Off-Balance Sheet Arrangements | 16 |

| Transactions with Related Parties | 17 |

| Risk Factors | 17 |

| Accounting Standards and Pronouncements | 18 |

| Financial Instruments | 18 |

| Capital Structure | 19 |

| Controls and Procedures | 19 |

| Technical Information | 19 |

| Non-GAAP and Other Financial Measures | 20 |

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

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Forward-Looking Statements

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

Specific forward-looking statements in this MD&A include, but are not limited to: any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; estimates of mineral reserves and resources; the realization of mineral reserve estimates; the impairment of mining interests and non-producing properties; the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development; the success of exploration and development activities; expectations at the Relief Canyon mine and its ability to operate, and the potential for reassessment of the remaining carrying value of the Relief Canyon asset; statements regarding the Galena Complex Recapitalization Plan, including with respect to underground development improvements, equipment procurement and the high-grade Phase II extension exploration drilling program and expected results thereof and completion of the shaft repair related to the Galena hoist project on its expected schedule and budget, and the realization of the anticipated benefits therefrom; Company's Cosalá Operations, including expected production levels; the ability of the Company to target higher-grade silver ores at the Cosalá Operations; statements relating to the future financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; statements relating to the Company’s EC120 Project; statements relating to implementation of, and the impact of new management on, the planned recapitalization of Galena Complex; material uncertainties that may impact the Company’s liquidity in the short term; changes in accounting policies not yet in effect; permitting timelines; government regulation of mining operations; environmental risks; labour relations, employee recruitment and retention, and pension funding and valuation; the timing and possible outcomes of pending disputes or litigation; negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of the Company’s business; the Company’s dividend policy; the suspension of certain operating metrics such as cash costs and all-in sustaining costs for Relief Canyon; the liquidity of the Company’s common shares; and other events or conditions that may occur in the future. Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Some of the risks and other factors (some of which are beyond Americas Gold and Silver's control) that could cause results to differ materially from those expressed in the forward-looking statements and information contained in this MD&A include, but are not limited to: risks associated with market fluctuations in commodity prices; risks associated with generally elevated inflation; risks related to changing global economic conditions and market volatility, risks relating to geopolitical instability, political unrest, war, and other global conflicts may result in adverse effects on macroeconomic conditions, including volatility in financial markets, adverse changes in trade policies, inflation, supply chain disruptions, any or all of which may affect the Company's results of operations and financial condition; the Company’s dependence on the success of its Cosalá Operations, including the San Rafael project, the Galena Complex and the Relief Canyon mines, which are exposed to operational risks and other risks, including certain development and exploration related risks, as applicable; risks related to mineral reserves and mineral resources, development and production and the Company's ability to sustain or increase present production; risks related to global financial and economic conditions; risks related to government regulation and environmental compliance; risks related to mining property claims and titles, and surface rights and access; risks related to labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding and valuation; some of the Company's material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks 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 favourable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; risks associated with any hedging activities of the Company; risks associated with the Company's business objectives; risks relating to mining and exploration activities and future mining operations; operational risks and hazards inherent in the mining industry; risks related to competition in the mining industry; risks relating to negative operating cash flows; risks relating to the possibility that the Company’s working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods; 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 MD&A represent the Company's views only as of the date such statements were made. Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.

Management’s Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation constitutes management’s review of the Company’s financial and operating performance for the three and nine months ended September 30, 2024, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated November 7, 2024 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and nine months ended September 30, 2024 and 2023. The unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company including the Company’s most recent Annual Information Form are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com. The content of the Company’s website and information accessible through the website do not form part of this MD&A.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

In this report, the management of the Company presents operating highlights for the three months ended September 30, 2024 (“Q3-2024”) compared to the three months ended September 30, 2023 (“Q3-2023”) and for the nine months ended September 30, 2024 (“YTD-2024”) compared to the nine months ended September 30, 2023 (“YTD-2023”) as well as comments on plans for the future. Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment.

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

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

Overview

The Company is a precious metals producer with two operations in the world's leading silver mining regions: the Galena Complex in Idaho, USA and the Cosalá Operations in Sinaloa, Mexico, and the Company also owns Relief Canyon mine (“Relief Canyon”) which is currently on care and maintenance in Nevada, USA.

In Idaho, USA, the Company operates the 60%-owned producing Galena Complex (40% owned by Mr. Eric Sprott (“Sprott”)) whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Company entered into a joint venture agreement with Sprott effective October 1, 2019 for a 40% non-controlling interest of the Galena Complex. On October 9, 2024, the Company announced an agreement to acquire Sprott’s 40% interest, pending shareholder approval. The goal of the joint venture agreement was to position the Galena Complex to significantly grow resources, increase production, and reduce operating costs at the mine (the “Recapitalization Plan”).

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which includes the San Rafael silver-zinc-lead mine (“San Rafael”), after declaring commercial production in December 2017. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects including the 100%-owned Zone 120 silver-copper deposit and the El Cajón silver-copper deposit (“EC120 Project”). 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.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

In Nevada, USA, the Company has the 100%-owned, Relief Canyon located in Pershing County, which is currently on 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 and discontinued leaching and heap rinsing operations in Q4-2023. The past-producing, permitted mine includes three historic open-pit mines, a crusher, an 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 charting a 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 Board of Directors (the “Board”) are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally. The Company’s principal and registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company is a reporting issuer in each of the provinces of Canada and is listed on the TSX trading under the symbol “USA” and on the NYSE American trading under the symbol “USAS”.

Recent Developments and Operational Discussion

Q3-2024 Highlights

·	Agreement with Sprott to acquire the remaining 40% interest of the Company’s Galena Complex (“Acquisition Agreement”).

o	The Acquisition Agreement was entered on October 9, 2024 along with a concurrent bought deal private placement of subscription receipts completed through to raising gross proceeds of C$50 million at an issue price of C$0.40 per subscription receipt (closed October x, 2024). The gross proceeds are being held in escrow pending closing of the Acquisition Agreement anticipated to be in December 2024.

·	Mr. Paul Andre Huet to be appointed Chief Executive Officer effective November 11, 2024. Mr. Huet will be focused on building a strong, experienced technical team to unlock the dormant value of the Galena Complex in pursuit of increased shareholder returns. ****

| · | Increase in revenue due to higher realized prices. Revenue increased to $21.0 million for Q3-2024 or 31% compared to $18.3 million for Q3-2023, with higher realized silver of $29.71/oz and zinc of $1.27/lb during the period. |

| · | Consolidated attributable silver production of 0.4 million ounces with approximately 0.9 million ounces of silver equivalent^1^, including 8.4 million pounds of zinc and 4.1 million pounds of lead. |

| · | Cash flow used in operating activities^1^ decreased to $2.2 million in Q3-2024 (Q3-2023 use of cash of $3.9 million), primarily due to higher realized prices. |

| · | Reduction of cash costs and all-in sustaining costs in Q3-2024 compared to Q3-2023 to $16.88/oz silver produced^1^ and $25.38/oz silver produced^1^, respectively. |

| · | Increase in net loss to $16.1 million for Q3-2024 (Q3-2023 net loss of $10.5 million), primarily due to higher loss on fair value of the gold-based metals contract liability due to higher gold prices. |

| · | Credit and Offtake Agreement with Trafigura for EC120 Project. On August 14, 2024, the Company signed a $15 million secured Credit and Offtake Agreement for the capital requirements of the Board-approved EC120 Project at its Cosalá Operations with the goal of solely producing higher-grade silver-copper concentrates in Q3-2025. |

| · | Cash and cash equivalents balance of $7.2 million and working capital^2^ deficit of $36.5 million as at September 30, 2024. |

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

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Acquisition Agreement

On October 9, 2024, the Company entered into an agreement with Sprott to acquire the remaining 40% non-controlling interest of the Company’s Galena Complex. Sprott will receive issuance of 170,000,000 of the Company’s common shares plus $10 million in cash upon closing of the Acquisition Agreement, and monthly deliveries of 18,500 ounces of silver for a period of 36 months starting in or around January 2026.

Mr. Paul Andre Huet to be appointed Chief Executive Officer of the Company effective November 11, 2024 with Mr. Darren Blasutti remaining with the Company as President. Mr. Huet will be focused on building a strong, experienced technical team to unlock the dormant value of the Galena Complex in pursuit of increased shareholder returns and is expected to be additionally appointed Chairman of the Board of Directors following the close the Acquisition Agreement.

The Company also completed a concurrent financing agreement through a bought deal private placement of subscription receipts raising gross proceeds of C$50 million at an issue price of C$0.40 per subscription receipt. The gross proceeds from the subscription receipts are being held in escrow pending the closing of the Acquisition Agreement. As part of the Acquisition Agreement, the Company closed non-brokered private placements for total gross proceeds of $2.9 million CAD through total issuance of 6,650,000 of the Company’s common shares priced at approximately $0.44 CAD per share for bridge financing purposes.

El Cajón and Zone 120 Silver-Copper Project

With the current higher silver and copper prices, the Company began the development of its 100%-owned, Board-approved EC120 Project at the Cosalá Operations following the initial access to the Zone 120 deposit in Q3-2023 from the San Rafael Upper Zone development. The 2019 Preliminary Feasibility Study entitled “Americas Silver Corporation Technical Report on the San Rafael Mine and the EC120 Preliminary Feasibility Study, Sinaloa, Mexico” dated May 17, 2019 (with an effective date of April 3, 2019) capital estimate assumed a standalone project including initial access, development, and equipment (other than the Los Braceros mill). The current EC120 Project will take advantage of existing infrastructure, facilities, permits, and equipment currently in use at the Cosalá Operation’s San Rafael Mine. The EC120 Project is expected to provide significantly improved cash flow to the Company given the shared infrastructure, capital reductions, and the higher silver and copper prices which have improved since the date of the study.

Highlights of the standalone 2019 PFS are as follows:

·	Average annual metal production of 2.5 million ounces of silver and 4.5 million pounds of copper with a total of over 12 million ounces of silver and 23.0 million pounds of copper over a mine life of approximately 5 years.

| · | Pre-tax net present value with a 5% discount rate (“NPV5%”) of approximately $43 million and internal rate of return (“IRR”) of 61% or after-tax NPV5% of $33 million and IRR of 47% at long term consensus prices of $17.50 per ounce silver and $3.00 per pound copper. |

| · | Probable mineral reserve of approximately 2.9 million tonnes with a grade of 157g/t silver and 0.42% copper containing approximately 14.5 million ounces of silver and 26.5 million pounds of copper. |

| · | Standalone initial capital expenditure of approximately $17 million with life of mine sustaining capital of approximately $15 million. |

| · | Life of mine cash costs of approximately $9.60 per silver ounce and average all-in sustaining costs of approximately $10.80 per silver ounce at the noted PFS commodity prices. |

| · | Processing is planned to take place at the existing Los Braceros facility to produce a silver-bearing copper concentrate with only minor modifications to the plant expected to be required. |

______________________

^2^ This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

On August 14, 2024, the Company signed a Credit and Offtake agreement (the “Credit Agreement”) with Trafigura PTE Ltd. (“Trafigura”) for a secured facility of up to $15 million to complete initial development of the EC120 Project. The Company has drawn only $10 million under the Credit Agreement initially. The Credit Agreement is for a term of 36 months which includes a principal repayment grace period of 12 months and bears interest of U.S. SOFR rate plus 6% per annum on cumulative drawings up to $12 million and 6.5% thereafter. The Credit Agreement will be amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period. As part of the Credit Agreement, Trafigura receives 100% of the silver-copper concentrate production from the EC120 Project.

The Company expects to continue to operate San Rafael throughout the EC120 development period and maximize cash flow by prioritizing the highest NSR ore through the mill as it develops sufficient working faces in the EC120 Project to reach commercial and sustainable production, targeted for early Q3-2025. The EC120 Project produced approximately of 48,000 ounces of silver with approximately 61,000 ounces of silver equivalent^3^ during YTD-2024. For further information on the EC120 Project, please visit the Technical Reports section of the Company’s website.

Other Recent Developments

The recovery of precious and base metals prices continued during the third quarter of 2024 as investors adjusted capital flows and allocations in response to easing of recession expectations, inflationary impacts, and general overall capping of global interest rates, among other macroeconomic events. The market price of silver increased by 25% year-over-year to average price of $29.43/oz in Q3-2024 compared to an average price of $23.57/oz in Q3-2023. The market price of zinc also increased by 15% year-over-year to average price of $1.26/lb in Q3-2024 compared to an average price of $1.10/lb in Q3-2023. The Company is dependant on both precious and base metal prices for profitability and liquidity.

In addition, the Company is benefiting from the USD/MXN exchange ratio increasing to a high of approximately 20:1 during Q3-2024 from a low of approximately 16.5:1 during Q1-2024; the exchange ratio was over 20:1 during 2022. The Company is well positioned to significantly increase revenue for the remainder of 2024 and beyond with its planned growth in silver production at both of its producing operations coupled with sustained increase in the market prices of silver and zinc continuing from Q2-2024.

Galena Complex

The Galena Complex produced approximately 323,000 ounces of silver in Q3-2024 compared to approximately 349,000 ounces of silver in Q3-2023 (a 7% decrease in silver production), and 2.6 million pounds of lead in Q3-2024, compared to 3.1 million pounds of lead in Q3-2023 (a 15% decrease in lead production). Cash costs increased to $26.54 per ounce silver in Q3-2024 from $22.91 per ounce silver in Q3-2023 due to decreased silver production, with an increase in all-in sustaining costs due to an increase in capital expenditures.

Tonnage and silver production both decreased during Q3-2024 primarily due to focus on development during the quarter which included continued work on the 55-179 decline to develop deeper higher-grade production stopes which will drive long-term production goals, as well as equipment issues and changes to mining sequence and design. Tonnage was also negatively impacted by the build up of waste rock caused by continued hoisting limitations due to the delay in repairs to the Galena shaft.

________________________

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

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

The Company’s current consolidated mineral reserve and mineral resource statement can be found at: https://americas-gold.com/site/assets/files/5151/reserves20230112.pdf.

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

Diamond drilling on the property has continued since the last mineral resource update of June 30, 2022 and the Company initiated the process of updating the mineral resources and reserves for the Galena Complex in Q3. The Company has issued a number of exploration update press releases on the drilling successes at Galena and expects to add these drilling results into the updated mineral resources and reserves estimate.

Cosalá Operations

The Company focused on increasing silver production while maintaining base metal production from the San Rafael Main and Upper Zones to maximize its revenue and cash flow generation to benefit from the recent increase in silver and zinc prices as the mine prepares for its next evolution of operations in the EC120 silver-copper deposit. Silver production increased in Q3-2024 by 8% to approximately 192,000 ounces of silver compared to approximately 178,000 ounces of silver in Q3-2023 primarily due to increased tonnage offset by lower recoveries. Production of base metals decreased to 8.4 million pounds of zinc and 2.6 million pounds of lead in Q3-2024, compared to 9.0 million pounds of zinc, and 2.8 million pounds of lead in Q3-2023. Production during the quarter was impacted primarily by heavy rains and other factors which caused the mill to be shut down for 10.5 days. Silver production is expected to increase steadily as the development into EC120 progresses and mine continues to batch higher development grade ore through the mill.

The Cosalá Operations increased capital spend on the EC120 Project incurring $0.5 million during Q3-2024 following the closing of the Credit Agreement with Trafigura. The EC120 Project contributed to approximately 29,000 ounces of silver production in Q3-2024 as the Cosalá Operations milled and sold silver-copper concentrate during the EC120 Project’s development phase.

Cash costs per silver ounce decreased during the quarter to $7.12 per ounce from $14.42 per ounce in Q3-2023 due primarily to increased silver production, and higher by-product credits from higher zinc realized price during the period.

Other Items During Fiscal 2024

On March 21, 2024, the Company amended its metals delivery and purchase with Sandstorm Gold Ltd. 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 agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2026+). The first and second calendar quarter advance of $3.25 million per quarter were drawn in full in March and June 2024, respectively. On September 24, 2024, the Company amended its metals delivery and purchase with Sandstorm Gold Ltd. for the right to increase its advance payment by approximately $4.0 million in aggregate during the third quarter of 2024 in order to satisfy the gold delivery obligations under the agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement (2027+). The advance of approximately $4.0 million was drawn in full in September 2024.

On March 27, 2024, the Company completed an equity offering of an aggregate 26,000,000 units at a price of C$0.30 per unit for total aggregate 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.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Consolidated Results and Developments

			Q3-2023			YTD-2024^4^			YTD-2023

| Revenue ( M) | 21.0 | | $ | 18.3 | | $ | 72.1 | | $ | 64.6 | |

| Silver Produced (oz)1 | 385,564 | | | 386,615 | | | 1,375,416 | | | 1,459,674 | |

| Zinc Produced (lb)1 | 8,362,501 | | | 8,985,496 | | | 25,215,650 | | | 25,784,800 | |

| Lead Produced (lb)1 | 4,118,739 | | | 4,666,578 | | | 12,464,012 | | | 16,082,446 | |

| Total Silver Equivalent Produced (/oz)1,2 | 883,049 | | | 989,440 | | | 2,962,099 | | | 3,437,211 | |

| Cost of Sales/Ag Eq Oz Produced (/oz)1,3 | 16.67 | | $ | 14.52 | | $ | 15.83 | | $ | 12.94 | |

| Cash Costs/Ag Oz Produced (/oz)1,3 | 16.88 | | $ | 19.01 | | $ | 16.54 | | $ | 12.80 | |

| All-In Sustaining Costs/Ag Oz Produced (/oz)1,3 | 25.38 | | $ | 29.55 | | $ | 24.89 | | $ | 20.19 | |

| Net Loss ( M) | (16.1 | ) | $ | (10.5 | ) | $ | (36.3 | ) | $ | (28.1 | ) |

| Comprehensive Income (Loss) ( M) | (17.8 | ) | $ | (8.5 | ) | $ | (33.4 | ) | $ | (26.1 | ) |

All values are in US Dollars.

^1^	Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).

| ^2^ | Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period. |

| ^3^ | This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information. |

| ^4^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

Consolidated attributable silver production during Q3-2024 and Q3-2023 were comparable at approximately 386,000 ounces and 387,000 ounces, respectively. Consolidated attributable silver equivalent production during Q3-2024 decreased by 11% compared to Q3-2023 due to higher silver prices in Q3-2024 compared to Q3-2023 as the Company uses realized quarterly prices in its equivalency calculations. These price changes negatively impacted the silver equivalent production calculation by approximately 0.1 million ounces in Q3-2024 relative to Q3-2023.

Revenue of $21.0 million for the three months ended September 30, 2024 was higher than revenue of $18.3 million for the three months ended September 30, 2023, resulting from higher realized silver and zinc prices during the period. The average realized silver and zinc prices^4^increased by 25% and 15%, respectively, from Q3-2023 to Q3-2024, while the average realized lead price^3^ decreased by 5% during the same period. The average realized silver price of $29.71/oz for Q3-2024 (Q3-2023 – $23.77/oz) is comparable to the average London silver spot price of $29.43/oz for Q3-2024 (Q3-2023 – $23.57/oz).

The Company recorded a net loss of $16.1 million for the three months ended September 30, 2024 compared to a net loss of $10.5 million for the three months ended September 30, 2023. The increase in net loss was primarily attributable to higher interest and financing expense, and higher loss on fair value of metals contract liability, offset in part by higher net revenue, and higher foreign exchange gain. These variances are further discussed in the following sections.

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

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Galena Complex

		Q3-2023		YTD-2024		YTD-2023

| Tonnes Milled | 31,848 | | 27,683 | | 88,686 | | 89,605 |

| Silver Grade (g/t) | 322 | | 400 | | 426 | | 404 |

| Lead Grade (%) | 3.97 | | 5.28 | | 4.11 | | 6.55 |

| Silver Recovery (%) | 98.1 | | 97.9 | | 98.3 | | 97.7 |

| Lead Recovery (%) | 93.1 | | 94.7 | | 93.8 | | 94.1 |

| Silver Produced (oz) | 323,043 | | 348,521 | | 1,194,479 | | 1,136,764 |

| Lead Produced (lb) | 2,594,042 | | 3,051,526 | | 7,536,648 | | 12,180,618 |

| Total Silver Equivalent Produced (/oz)1,2 | 405,465 | | 474,970 | | 1,457,531 | | 1,644,719 |

| Silver Sold (oz) | 323,852 | | 362,376 | | 1,195,215 | | 1,142,429 |

| Lead Sold (lb) | 2,594,089 | | 3,171,857 | | 7,543,940 | | 12,223,492 |

| Cost of Sales/Ag Eq Oz Produced (/oz)2 | 26.13 | $ | 19.02 | $ | 20.07 | $ | 17.22 |

| Cash Costs/Ag Oz Produced (/oz)2 | 26.54 | $ | 22.91 | $ | 21.18 | $ | 19.62 |

| All-In Sustaining Costs/Ag Oz Produced (/oz)2 | 39.50 | $ | 31.52 | $ | 31.64 | $ | 26.97 |

| Recapitalization Plan/Ag Oz Produced (/oz)2 | 39.50 | $ | 32.31 | $ | 31.64 | $ | 30.92 |

All values are in US Dollars.

^1^	Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.

| ^2^ | This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information. |

9	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Cosalá Operations

		Q3-2023		YTD-2024^3^		YTD-2023

| Tonnes Milled | 141,138 | | 133,206 | | 448,038 | | 409,857 |

| Silver Grade (g/t) | 66 | | 65 | | 71 | | 83 |

| Zinc Grade (%) | 3.31 | | 3.76 | | 3.15 | | 3.54 |

| Lead Grade (%) | 1.24 | | 1.36 | | 1.17 | | 1.37 |

| Silver Recovery (%) | 54.4 | | 64.2 | | 59.6 | | 71.4 |

| Zinc Recovery (%) | 81.1 | | 81.4 | | 81.1 | | 80.7 |

| Lead Recovery (%) | 66.5 | | 70.8 | | 68.8 | | 70.8 |

| Silver Produced (oz) | 191,739 | | 177,503 | | 658,729 | | 777,616 |

| Zinc Produced (lb) | 8,362,501 | | 8,985,496 | | 25,215,650 | | 25,784,800 |

| Lead Produced (lb) | 2,562,314 | | 2,835,662 | | 7,942,023 | | 8,774,075 |

| Total Silver Equivalent Produced (/oz)1,2 | 639,770 | | 704,458 | | 2,087,580 | | 2,450,380 |

| Silver Sold (oz) | 133,897 | | 175,862 | | 594,506 | | 763,226 |

| Zinc Sold (lb) | 7,501,439 | | 9,017,317 | | 23,955,316 | | 25,015,767 |

| Lead Sold (lb) | 2,203,522 | | 2,871,795 | | 7,402,481 | | 8,636,477 |

| Cost of Sales/Ag Eq Oz Produced (/oz)2 | 13.07 | $ | 12.70 | $ | 14.06 | $ | 11.22 |

| Cash Costs/Ag Oz Produced (/oz)2 | 7.12 | $ | 14.42 | $ | 11.49 | $ | 6.81 |

| All-In Sustaining Costs/Ag Oz Produced (/oz)2 | 11.12 | $ | 27.24 | $ | 17.54 | $ | 14.25 |

All values are in US Dollars.

^1^	Throughout this MD&A, silver equivalent production was calculated based on all metals production at average realized silver, zinc, and lead prices during each respective period.

| ^2^ | This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information. |

| ^3^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

Results of Operations

Analysis of the three months ended September 30, 2024 vs. the three months ended September 30, 2023

The Company recorded a net loss of $16.1 million for the three months ended September 30, 2024 compared to a net loss of $10.5 million for the three months ended September 30, 2023. The increase in net loss was primarily attributable to higher interest and financing expense ($1.9 million), and higher loss on fair value of metals contract liability ($6.7 million), offset in part by higher net revenue ($2.7 million), and higher foreign exchange gain ($1.7 million), each of which are described in more detail below.

10	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Revenue increased by $2.7 million to $21.0 million for the three months ended September 30, 2024 from $18.3 million for the three months ended September 30, 2024. The increase was due to $1.0 million higher gross revenue at the Galena Complex from higher silver realized price during the period. Revenue at the Cosalá Operations increased by $1.8 million during the period due to higher silver prices and tonnage with $1.0 million from pre-production revenue from the EC120 Project.

Interest and financing expense increased by $1.9 million mainly due to higher financing expense recognized during the period from accretion of the Company’s existing convertible debenture and borrowing costs incurred from the Company’s metals contract liability to Sandstorm and the August 2024 credit facility.

Foreign exchange gain increased by $1.7 million to a $1.2 million gain for the three months ended September 30, 2024 from a $0.5 million loss for the three months ended September 30, 2023 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Mexican and Canadian subsidiaries.

Loss on fair value of metals contract liability increased by $6.7 million due to the change in fair value of the Company’s metals contract liability to Sandstorm during the period, primarily due to the increase in gold price forward curve compared to prior period.

Analysis of the nine months ended September 30, 2024 vs. the nine months ended September 30, 2023

The Company recorded a net loss of $36.3 million for the nine months ended September 30, 2024 compared to a net loss of $28.1 million for the nine months ended September 30, 2023. The increase in net loss was primarily attributable to higher cost of sales ($2.3 million), higher depletion and amortization ($3.2 million), higher interest and financing expense ($1.3 million), and higher loss on fair value of metals contract liability ($10.6 million), offset in part by higher net revenue ($7.5 million), and lower corporate general and administrative expense ($1.3 million), each of which are described in more detail below.

Revenue increased by $7.5 million to $72.1 million for the nine months ended September 30, 2024 from $64.6 million for the nine months ended September 30, 2024. The increase was due to $6.0 million higher gross silver revenue, before treatment and selling costs, at the Galena Complex from higher silver production and realized price during the period, offset by $4.4 million lower gross lead revenue, before treatment and selling costs, from lower lead grades during the period. Revenue at the Cosalá Operations increased by $3.4 million during the period including $1.7 million from pre-production revenue from the EC120 Project.

Cost of sales **** increased by $2.3 million to $58.6 million for the nine months ended September 30, 2024 from $56.3 million for the nine months ended September 30, 2023. The increase was primarily due to $1.9 million increase in cost of sales from the Cosalá Operations due to increase in operating costs, primarily related to increases in employee-related costs, materials and supplies, and repair costs, plus $0.9 million increase in cost of sales from the Galena Complex due to increase in utilities and repair costs during the period.

Depletion and amortization increased by $3.2 million to $18.6 million for the nine months ended September 30, 2024 from $15.4 million for the nine months ended September 30, 2023. The increase was primarily due to $2.5 million higher depletion and amortization from the Galena Complex as it commenced depletion and amortization of capital costs after completion of the Recapitalization Plan in 2023.

11	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Corporate general and administrative expenses decreased by $1.2 million mainly due to decrease in share-based compensation from issuance of stock options and decrease in professional fees during the period.

Interest and financing expense increased by $1.3 million mainly due to higher financing expense recognized during the period from accretion of the Company’s existing convertible debenture and borrowing costs incurred from the Company’s metals contract liability to Sandstorm and the August 2024 credit facility.

Loss on fair value of metals contract liability increased by $10.6 million due to the change in fair value of the Company’s gold-based metals contract liability to Sandstorm during the period, primarily due to the increase in gold price forward curve compared to prior period.

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with September 30, 2024.

			Q2			Q1			Q4			Q3			Q2			Q1			Q4

| | 20243 | | | 20243 | | | 20243 | | 2023 | | | 2023 | | | 2023 | | | 2023 | | | 2022 | | |

| Revenue ( M) | 21.0 | | $ | 31.6 | | $ | 19.5 | | $ | 25.0 | | $ | 18.3 | | $ | 24.2 | | $ | 22.1 | | $ | 20.3 | |

| Net Loss ( M) | (16.1 | ) | | (4.0 | ) | | (16.2 | ) | | (10.1 | ) | | (10.5 | ) | | (7.1 | ) | | (10.5 | ) | | (11.0 | ) |

| Comprehensive Income (Loss) ( M) | (17.8 | ) | | (2.7 | ) | | (12.9 | ) | | (12.9 | ) | | (8.5 | ) | | (6.5 | ) | | (11.1 | ) | | (14.3 | ) | | Silver Produced (oz)1 | 385,564 | | | 505,932 | | | 483,920 | | | 583,379 | | | 386,615 | | | 573,382 | | | 499,677 | | | 377,353 | |

| Zinc Produced (lb)1 | 8,362,501 | | | 8,868,263 | | | 7,984,886 | | | 8,299,319 | | | 8,985,496 | | | 9,574,772 | | | 7,224,532 | | | 10,369,679 | |

| Lead Produced (lb)1 | 4,118,739 | | | 4,393,575 | | | 3,951,698 | | | 4,457,094 | | | 4,666,578 | | | 5,873,499 | | | 5,542,369 | | | 5,926,134 | |

| Cost of Sales/Ag Eq Oz Produced (/oz)1,2 | 16.67 | | $ | 15.06 | | $ | 15.92 | | $ | 12.63 | | $ | 14.52 | | $ | 13.12 | | $ | 11.43 | | $ | 9.20 | |

| Cash Costs/Ag Oz Produced (/oz)1,2 | 16.88 | | $ | 12.42 | | $ | 20.57 | | $ | 14.24 | | $ | 19.01 | | $ | 10.00 | | $ | 11.18 | | $ | 3.62 | |

| All-In Sustaining Costs/Ag Oz Produced (/oz)1,2 | 25.38 | | $ | 19.58 | | $ | 30.04 | | $ | 21.05 | | $ | 29.55 | | $ | 16.78 | | $ | 16.87 | | $ | 14.89 | | | Current Assets (qtr. end) ( M) | 26.8 | | $ | 26.4 | | $ | 22.9 | | $ | 23.0 | | $ | 18.6 | | $ | 26.8 | | $ | 25.3 | | $ | 25.4 | |

| Current Liabilities (qtr. end) ( M) | 63.3 | | | 65.2 | | | 51.9 | | | 61.2 | | | 43.9 | | | 44.9 | | | 45.0 | | | 42.1 | |

| Working Capital (qtr. end) ( M) | (36.5 | ) | | (38.8 | ) | | (29.0 | ) | | (38.2 | ) | | (25.3 | ) | | (18.1 | ) | | (19.7 | ) | | (16.7 | ) | | Total Assets (qtr. end) ( M) | 179.4 | | $ | 180.3 | | $ | 179.8 | | $ | 180.5 | | $ | 183.3 | | $ | 193.2 | | $ | 192.0 | | $ | 190.8 | |

| Total Liabilities (qtr. end) ( M) | 126.3 | | | 113.0 | | | 113.7 | | | 108.3 | | | 100.1 | | | 104.7 | | | 100.1 | | | 92.2 | |

| Total Equity (qtr. end) ( M) | 53.1 | | | 67.3 | | | 66.1 | | | 72.2 | | | 83.2 | | | 88.5 | | | 91.9 | | | 98.6 | |

All values are in US Dollars.

^1^	Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).

| ^2^ | This is a supplementary or non-GAAP financial measure or ratio. See “Non-GAAP and Other Financial Measures” section for further information. |

| ^3^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

12	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Liquidity

The change in cash since December 31, 2023 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2023	$	2.1

| Cash generated from operations | | 0.4 | |

| Expenditures on property, plant and equipment | | (13.6 | ) |

| Lease payments | | (0.5 | ) |

| Equity offering | | 5.0 | |

| Non-brokered private placements | | 0.4 | |

| Pre-payment facility | | (0.8 | ) |

| Credit facility | | 10.0 | |

| Metals contract liability | | (0.1 | ) |

| Royalty payable | | (0.6 | ) |

| Contribution from non-controlling interests | | 2.0 | |

| Decrease in trade and other receivables | | 2.0 | |

| Change in inventories | | (1.0 | ) |

| Change in prepaid expenses | | (0.4 | ) |

| Change in trade and other payables | | 1.5 | |

| Change in foreign exchange rates | | 0.8 | |

| Closing cash balance as at September 30, 2024 | $ | 7.2 | |

The Company’s cash and cash equivalents balance increased from $2.1 million to $7.2 million since December 31, 2023 with a working capital deficit of $36.5 million. This increase was mainly due to cash from net proceeds received from equity offering, pre-payment facility, credit facility, and contributions from non-controlling interests. These inflows were mainly offset by expenditures on property, plant and equipment. Current liabilities as at September 30, 2024 were $63.3 million which is $2.1 million higher than at December 31, 2023, principally due to increased balances in trade and other payables, and metals contract liability.

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 September 30, 2024, the Company did not have sufficient liquidity on hand to fund its expected operations at the prevailing commodity prices for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations, such as the recently signed offtake agreement.

From 2020 to year-to-date 2024, 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 its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws 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.

13	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

During fiscal 2024, the Company amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $6.5 million during the first half of 2024, and fully drew the advance under the agreement during the period and closed an equity offering for gross proceeds of C$7.8 million during the period. In August 2024, the Company signed the $15 million Credit Agreement with Trafigura for the capital requirements of the EC120 Project with an initial draw of $10 million under the facility. In October 2024, the Company entered into an agreement to acquire the remaining 40% interest of the Galena Complex and completed non-brokered private placements for total gross proceeds of $2.9 million CAD for bridge financing purposes, and a concurrent financing through bought deal private placement raising gross proceeds of C$50 million held in escrow pending closing of the acquisition, anticipated to close in December 2024.

In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project and shaft repair are finalized, the EC120 Project reaches commercial production, 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 the carrying value of Relief Canyon relative to comparable market valuations, 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.

Disclosure of Recent Offering and Proceeds

Offering and Proceeds	Disclosed Use of Proceeds	Variance	Impact of Variance

| LIFE Offering – aggregate gross proceeds of C$6.5 million | C$2.25 million for working capital requirements at the Cosalá Operations (expected to be allocated between underground development work, ventilation intake raise improvements, and equipment purchases) C$2.25 million for working capital requirements at the Galena Complex (expected to be allocated between underground development contractor costs and ventilation intake raise improvements) C$2.0 million for general and administrative purposes | As disclosed | Not applicable |

14	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

The following table sets out the disclosure the Company previously made about how it would use available funds or proceeds from any financing in the past 12 months, an explanation of any variances, and the impact of the variances, if any, on the Company’s ability to achieve its business objectives and milestones.

Offering and Proceeds	Disclosed Use of Proceeds	Variance	Impact of Variance

| C$0.5 million June 2024 non-brokered private placements of common shares | For precious metals delivery commitments and general working capital purposes | As disclosed | Not applicable |

| C$2.0 million October 2023 increase to secured convertible debenture held by Delbrook | Finalizing construction of the Galena hoist project and for general working capital purposes | As disclosed | Not applicable |

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 paid during fiscal 2024). Effects from market volatility and interest rates may impact long term annual funding commitments.

The Company evaluates the pension funding status on an annual basis in order to update all material information in its assessment, including updated mortality rates, investment performance, discount rates, contribution status among other information. The pension valuation was remeasured at the end of Q3-2024 and adjusted by approximately $1.8 million as a result of increases to interest rates set by central banks and governments globally net of unrealized gains on returns. The Company expects to continue to review the pension valuation quarterly.

15	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Capital Resources

The Company’s cash flow is dependent on delivery of its metal concentrates to market. The Company’s contracts with the concentrate purchasers provide for provisional payments based on timing of concentrate deliveries. The Company has not had any problems collecting payments from concentrate purchasers in a reliable and timely manner and expects no such difficulties in the foreseeable future. However, this cash flow is dependent on continued mine production which can be subject to interruption for various reasons including fluctuations in metal prices and concentrate shipment difficulties, and, in the case of Relief Canyon, the suspension of mining operations. Additionally, unforeseen cessation in the counterparty’s capabilities could severely impact the Company’s capital resources.

The Company made capital expenditures of $13.6 million during the nine months ended September 30, 2024 (2023: $15.9 million). Money was mostly spent on development work associated with the Galena Complex.

The following table sets out the Company’s contractual obligations as of September 30, 2024:

			Less than						Over 5

| Trade and other payables | $ | 25,005 | $ | 25,005 | $ | - | $ | - | $ | - |

| Pre-payment facility | | 1,500 | | 1,500 | | - | | - | | - |

| Credit facility | | 10,000 | | 600 | | 9,400 | | - | | - |

| Interest on credit facility | | 1,646 | | 1,043 | | 603 | | - | | - |

| Promissory notes | | 4,275 | | 4,275 | | - | | - | | - |

| Interest on promissory notes | | 46 | | 46 | | - | | - | | - |

| Convertible debenture | | 13,260 | | 13,260 | | - | | - | | - |

| Interest on convertible debenture | | 839 | | 839 | | - | | - | | - |

| Royalty payable | | 4,459 | | 4,459 | | - | | - | | - |

| Metals contract liability | | 49,894 | | 14,910 | | 34,984 | | - | | - |

| Projected pension contributions | | 5,516 | | 1,181 | | 1,969 | | 2,097 | | 269 |

| Decommissioning provision | | 19,633 | | - | | - | | - | | 19,633 |

| Other long-term liabilities | | 1,696 | | - | | 862 | | 159 | | 675 |

| Total | $ | 137,769 | $ | 67,118 | $ | 47,818 | $ | 2,256 | $ | 20,577 |

1 – Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details are available in Note 21 of the unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024.

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

Off-Balance Sheet Arrangements

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

16	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Transactions with Related Parties

There were no related party transactions for the period ended September 30, 2024.

Risk Factors

The business of the Company is subject to a substantial number of risks and uncertainties. In addition to considering the information disclosed in the forward-looking statements, financial statements and the other publicly filed documentation regarding the Company available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com, the reader should carefully consider each of, and the cumulative effect of, the risk factors relating to the Company found under the heading “Risk Factors” in the Company’s Annual Information Form dated March 29, 2024 or the Company’s MD&A for the year ended December 31, 2023 dated March 28, 2024. Any of these risk elements could have material adverse effects on the business of the Company. See Note 25 – Financial risk management of the Company’s audited consolidated financial statements for the year ended December 31, 2023, and Note 21 – Financial risk management of the Company’s unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 and 2023.

The Company’s condensed interim consolidated financial statements for the three and nine months ended September 30, 2024, and 2023 contain going concern disclosure

The Company’s condensed interim consolidated financial statements for the three and nine months ended September 30, 2024, and 2023 contain disclosure related to several material uncertainties casting substantial doubt upon 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.

Risks relating to the Acquisition Agreement

There is no certainty that all conditions to the Acquisition will be satisfied. Failure to complete the transaction could negatively impact the share price of Americas Gold or otherwise adversely affect the business of Americas Gold.

Each of Americas Gold, Sprott, and Mr. Huet (as representative of the Sprott Preferred Sellers) has the right to terminate the Acquisition Agreement in certain circumstances. Accordingly, there can be no certainty, nor can Americas Gold provide any assurance, that the Acquisition Agreement will not be terminated by either Americas Gold, Sprott or Mr. Huet (as representative of the Sprott Preferred Sellers). In addition, the completion of the transaction is subject to a number of conditions precedent, certain of which are outside the control of Americas Gold and Sprott Mining, including Americas Gold shareholders approving the transaction resolutions and required regulatory approvals being obtained by the parties. There can be no certainty, nor can Americas Gold provide any assurance that these conditions will be satisfied. If for any reason the Transaction is not completed, the market price of Americas Gold shares may be adversely affected. Certain costs related to the transaction, such as legal, accounting and certain financial advisor fees, must be paid by Americas Gold even if the transaction is not completed.

Equity dilution associated with the transaction could negatively affect share prices.

Americas Gold will issue up to an aggregate of 295,666,667 Americas Gold shares in connection with transaction. This represents 117,270,000 Americas Gold shares issuable to Sprott and 52,730,000 Americas Gold shares issuable to the Sprott Preferred Sellers (or as otherwise directed by Mr. Huet as representative of the Sprott Preferred Sellers), as partial consideration under the terms of the Acquisition Agreement, 125,000,000 Americas Gold shares issuable to purchasers of subscription receipts under the subscription receipt private placement upon exchange of the subscription receipts, and 666,667 Americas Gold shares for fees payable. The issuance of up to 295,666,667 Americas Gold shares in the aggregate will represent approximately 52% of the current number of issued and outstanding Americas Gold shares on closing and will be dilutive to Americas Gold. The future sale of a substantial number of Americas Gold shares by Sprott or Uberiis or the perception that such sale could occur could adversely affect prevailing market prices for Americas Gold shares.

There is no certainty that new directors that the Americas Gold Board charges and changes to Americas Gold senior management will be integrated as planned.

Pursuant to the terms of the Acquisition Agreement, Sprott, and the Sprott Preferred Sellers, collectively, will, be entitled to nominate half of the directors appointed to the Americas Gold Board, effectively immediately post-closing. There can be no assurance that the new directors appointed to the Americas Gold Board will be able to prevent a material adverse effect on the business, financial condition and operating results of the Americas Gold from occurring. There can also be no assurance that new directors appointed to the Americas Gold Board in connection with the Americas Gold Board changes, and the new members of Americas Gold senior management, will be able to successfully and efficiently integrate into their new roles as directors of Americas Gold, which may have a material adverse effect on the business, financial condition and operating results of Americas Gold following closing. As a result, it is possible that the benefits expected from the transaction as it relates to the addition of new directors and officers of Americas Gold will not be realized.

17	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

There may be potential undisclosed liabilities associated with the transaction.

Although Americas Gold has carried out due diligence in connection with the transaction, there may be liabilities with respect to the Sprott that Americas Gold failed to discover or was unable to quantify in its due diligence. The representations, warranties and indemnities contained in the Acquisition Agreement have certain survival periods and indemnification thresholds that would need to be met before a misrepresentation would be actionable.

Americas Gold may not realize the benefits of acquiring the remaining 40% joint venture interest in the Galena Complex.

The Acquisition Agreement has been entered into with the expectation that the successful completion of the Transaction will result in enhanced growth opportunities for Americas Gold. The anticipated benefits will depend in part on whether the consolidation of the Galena Joint Venture can be integrated in an efficient and effective manner. Pursuant to the transaction, Americas Gold is indirectly acquiring the remaining 40% joint venture interest in the Galena Joint Venture such that following closing, Americas Gold will wholly own the Galena Complex.

No assurance can be given that the intended or expected production estimates will be achieved at the Galena Complex. 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 and potential power shortages; |

| · | shortages of principal supplies needed for operations, 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 environment. |

Accounting Standards and Pronouncements

Accounting standards issued but not yet applied

Financial Instruments

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

As at September 30, 2024, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.

18	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As at September 30, 2024, there were 266,781,563 common shares and nil preferred shares issued and outstanding.

As at November 7, 2024, there were 278,434,402 common shares and nil preferred shares issued and outstanding, and 21,895,000 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 35,679,000.

Controls and Procedures

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

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

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

As at September 30, 2024, the Company’s CEO and CFO have certified that DC&P and ICFR are effective and that during the period ended September 30, 2024, the Company did not make any material changes in the ICFR that materially affected or are reasonably likely to materially affect the Company’s ICFR.

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

Technical Information

The scientific and technical information relating to the operation of the Company’s material operating mining properties contained herein has been reviewed and approved by Chris McCann, P.Eng., Vice President, Technical Services of the Company. Mr. McCann is a "qualified person" for the purposes of NI 43-101.

The Company’s current Annual Information Form and the NI 43-101 Technical Reports for its other material mineral properties, all of which are available on SEDAR+ at www.sedarplus.ca, contain further details regarding mineral reserve and mineral resource estimates, classification and reporting parameters, key assumptions and associated risks for each of the Company’s material mineral properties, including a breakdown by category.

19	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Non-GAAP and Other Financial Measures

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

·	average realized silver, zinc and lead prices;

| · | cost of sales/Ag Eq oz produced; |

| · | cash costs/Ag oz produced; |

| · | all-in sustaining costs/Ag oz produced; |

| · | net cash generated from operating activities; |

| · | working capital; and |

| · | silver equivalent production (Ag Eq). |

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

Average Realized Silver, Zinc and Lead Prices

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

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

20	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Reconciliation of Average Realized Silver, Zinc and Lead Prices

| | Q3-2024 | | | Q3-2023 | | YTD-2024 | | | YTD-2023 | | |

| Gross silver sales revenue ('000) | $ | 13,630 | | $ | 12,473 | $ | 49,011 | | $ | 44,148 | |

| Payable metals and fixed pricing adjustments ('000) | | (32 | ) | | 320 | | (5 | ) | | 234 | |

| Payable silver sales revenue ('000) | $ | 13,598 | | $ | 12,793 | $ | 49,006 | | $ | 44,382 | |

| Divided by silver sold (oz) | | 457,749 | | | 538,238 | | 1,789,721 | | | 1,905,655 | |

Average realized silver price ($/oz)	$	29.71		$	23.77	$	27.38		$	23.29

| Gross zinc sales revenue ('000) | $ | 9,509 | | $ | 9,938 | $ | 29,431 | | $ | 29,964 | |

| Payable metals and fixed pricing adjustments ('000) | | - | | | - | | 31 | | | (15 | ) |

| Payable zinc sales revenue ('000) | $ | 9,509 | | $ | 9,938 | $ | 29,462 | | $ | 29,949 | |

| Divided by zinc sold (lb) | | 7,501,439 | | | 9,017,317 | | 23,955,316 | | | 25,015,767 | |

Average realized zinc price ($/lb)	$	1.27		$	1.10	$	1.23		$	1.20

| Gross lead sales revenue ('000) | $ | 4,482 | | $ | 5,822 | $ | 14,274 | | $ | 20,011 | |

| Payable metals and fixed pricing adjustments ('000) | | - | | | 94 | | (11 | ) | | 105 | |

| Payable lead sales revenue ('000) | $ | 4,482 | | $ | 5,916 | $ | 14,263 | | $ | 20,116 | |

| Divided by lead sold (lb) | | 4,797,611 | | | 6,043,652 | | 14,946,421 | | | 20,859,969 | |

| Average realized lead price ($/lb) | $ | 0.93 | | $ | 0.98 | $ | 0.95 | | $ | 0.96 | |

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 is 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^

| | Q3-2024^2^ | | | Q3-2023 | | | YTD-2024^2^ | | | YTD-2023 | | |

| Cost of sales ('000) | $ | 18,957 | | $ | 17,984 | | $ | 58,607 | | $ | 55,820 | |

| Less non-controlling interests portion ('000) | | (4,238 | ) | | (3,614 | ) | | (11,704 | ) | | (11,332 | ) |

| Attributable cost of sales ('000) | | 14,719 | | | 14,370 | | | 46,903 | | | 44,488 | |

| Divided by silver equivalent produced (oz) | | 883,049 | | | 989,440 | | | 2,962,099 | | | 3,437,211 | |

| Cost of sales/Ag Eq oz produced ($/oz) | $ | 16.67 | | $ | 14.52 | | $ | 15.83 | | $ | 12.94 | |

21	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced

| | Q3-2024^2^ | | Q3-2023 | | YTD-2024^2^ | | YTD-2023 | |

| Cost of sales ('000) | $ | 8,364 | $ | 8,949 | $ | 29,348 | $ | 27,490 |

| Divided by silver equivalent produced (oz) | | 639,770 | | 704,458 | | 2,087,580 | | 2,450,380 |

| Cost of sales/Ag Eq oz produced ($/oz) | $ | 13.07 | $ | 12.70 | $ | 14.06 | $ | 11.22 |

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced

| | Q3-2024 | | Q3-2023 | | YTD-2024 | | YTD-2023 | |

| Cost of sales ('000) | $ | 10,593 | $ | 9,035 | $ | 29,259 | $ | 28,330 |

| Divided by silver equivalent produced (oz) | | 405,465 | | 474,970 | | 1,457,531 | | 1,644,719 |

| Cost of sales/Ag Eq oz produced ($/oz) | $ | 26.13 | $ | 19.02 | $ | 20.07 | $ | 17.22 |

^1^	Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).

| ^2^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

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^

| | Q3-2024^2^ | | | Q3-2023 | | | YTD-2024^2^ | | | YTD-2023 | | |

| Cost of sales ('000) | $ | 18,957 | | $ | 17,984 | | $ | 58,607 | | $ | 55,820 | |

| Less non-controlling interests portion ('000) | | (4,238 | ) | | (3,614 | ) | | (11,704 | ) | | (11,332 | ) |

| Attributable cost of sales ('000) | | 14,719 | | | 14,370 | | | 46,903 | | | 44,488 | |

| Non-cash costs ('000) | | 1,077 | | | 16 | | | 742 | | | (527 | ) |

| Direct mining costs ('000) | $ | 15,796 | | $ | 14,386 | | $ | 47,645 | | $ | 43,961 | |

| Smelting, refining and royalty expenses ('000) | | 3,141 | | | 5,549 | | | 11,900 | | | 16,658 | |

| Less by-product credits ('000) | | (12,428 | ) | | (12,583 | ) | | (36,796 | ) | | (41,941 | ) |

| Cash costs ('000) | $ | 6,509 | | $ | 7,352 | | $ | 22,749 | | $ | 18,678 | |

| Divided by silver produced (oz) | | 385,564 | | | 386,615 | | | 1,375,416 | | | 1,459,674 | |

| Cash costs/Ag oz produced ($/oz) | $ | 16.88 | | $ | 19.01 | | $ | 16.54 | | $ | 12.80 | |

22	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced

| | Q3-2024^2^ | | | Q3-2023 | | | YTD-2024^2^ | | | YTD-2023 | | |

| Cost of sales ('000) | $ | 8,364 | | $ | 8,949 | | $ | 29,348 | | $ | 27,490 | |

| Non-cash costs ('000) | | 1,203 | | | 11 | | | 698 | | | (490 | ) |

| Direct mining costs ('000) | $ | 9,567 | | $ | 8,960 | | $ | 30,046 | | $ | 27,000 | |

| Smelting, refining and royalty expenses ('000) | | 2,911 | | | 4,420 | | | 10,333 | | | 13,447 | |

| Less by-product credits ('000) | | (11,113 | ) | | (10,820 | ) | | (32,811 | ) | | (35,152 | ) |

| Cash costs ('000) | $ | 1,365 | | $ | 2,560 | | $ | 7,568 | | $ | 5,295 | |

| Divided by silver produced (oz) | | 191,739 | | | 177,503 | | | 658,729 | | | 777,616 | |

| Cash costs/Ag oz produced ($/oz) | $ | 7.12 | | $ | 14.42 | | $ | 11.49 | | $ | 6.81 | |

Reconciliation of Galena Complex Cash Costs/Ag Oz Produced

| | Q3-2024 | | | Q3-2023 | | | YTD-2024 | | | YTD-2023 | | |

| Cost of sales ('000) | $ | 10,593 | | $ | 9,035 | | $ | 29,259 | | $ | 28,330 | |

| Non-cash costs ('000) | | (212 | ) | | 8 | | | 72 | | | (62 | ) |

| Direct mining costs ('000) | $ | 10,381 | | $ | 9,043 | | $ | 29,331 | | $ | 28,268 | |

| Smelting, refining and royalty expenses ('000) | | 383 | | | 1,882 | | | 2,611 | | | 5,352 | |

| Less by-product credits ('000) | | (2,192 | ) | | (2,939 | ) | | (6,642 | ) | | (11,315 | ) |

| Cash costs ('000) | $ | 8,572 | | $ | 7,986 | | $ | 25,300 | | $ | 22,305 | |

| Divided by silver produced (oz) | | 323,043 | | | 348,521 | | | 1,194,479 | | | 1,136,764 | |

| Cash costs/Ag oz produced ($/oz) | $ | 26.54 | | $ | 22.91 | | $ | 21.18 | | $ | 19.62 | |

^1^	Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).

| ^2^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

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.

23	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced^1^

| | Q3-2024^2^ | | Q3-2023 | | YTD-2024^2^ | | YTD-2023 | |

| Cash costs ('000) | $ | 6,508 | $ | 7,352 | $ | 22,748 | $ | 18,678 |

| Capital expenditures ('000) | | 2,693 | | 3,434 | | 9,625 | | 9,058 |

| Exploration costs ('000) | | 586 | | 640 | | 1,858 | | 1,739 |

| All-in sustaining costs ('000) | $ | 9,787 | $ | 11,426 | $ | 34,231 | $ | 29,475 |

| Divided by silver produced (oz) | | 385,564 | | 386,615 | | 1,375,416 | | 1,459,674 |

| All-in sustaining costs/Ag oz produced ($/oz) | $ | 25.38 | $ | 29.55 | $ | 24.89 | $ | 20.19 |

Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced

| | Q3-2024^2^ | | Q3-2023 | | YTD-2024^2^ | | YTD-2023 | |

| Cash costs ('000) | $ | 1,365 | $ | 2,560 | $ | 7,568 | $ | 5,295 |

| Capital expenditures ('000) | | 654 | | 2,077 | | 3,503 | | 5,156 |

| Exploration costs ('000) | | 113 | | 198 | | 486 | | 629 |

| All-in sustaining costs ('000) | $ | 2,132 | $ | 4,835 | $ | 11,557 | $ | 11,080 |

| Divided by silver produced (oz) | | 191,739 | | 177,503 | | 658,729 | | 777,616 |

| All-in sustaining costs/Ag oz produced ($/oz) | $ | 11.12 | $ | 27.24 | $ | 17.54 | $ | 14.25 |

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced

| | Q3-2024 | | Q3-2023 | | YTD-2024 | | YTD-2023 | |

| Cash costs ('000) | $ | 8,572 | $ | 7,986 | $ | 25,300 | $ | 22,305 |

| Capital expenditures ('000) | | 3,399 | | 2,263 | | 10,204 | | 6,504 |

| Exploration costs ('000) | | 788 | | 737 | | 2,286 | | 1,850 |

| All-in sustaining costs ('000) | $ | 12,759 | $ | 10,986 | $ | 37,790 | $ | 30,659 |

| Galena Complex Recapitalization Plan costs ('000) | | - | | 275 | | - | | 4,488 |

| All-in sustaining costs with Galena Recapitalization Plan ('000) | $ | 12,759 | $ | 11,261 | $ | 37,790 | $ | 35,147 |

| Divided by silver produced (oz) | | 323,043 | | 348,521 | | 1,194,479 | | 1,136,764 |

| All-in sustaining costs/Ag oz produced ($/oz) | $ | 39.50 | $ | 31.52 | $ | 31.64 | $ | 26.97 |

| All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz) | $ | 39.50 | $ | 32.31 | $ | 31.64 | $ | 30.92 |

^1^	Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment (100% Cosalá Operations and 60% Galena Complex).

| ^2^ | Throughout this MD&A, silver production, silver equivalent production, and cost per ounce measurements during fiscal 2024 include EC120 Project pre-production from the Cosalá Operations. |

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.

24	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three and nine months ended September 30, 2024

Reconciliation of Net Cash Generated from Operating Activities

| | Q3-2024 | | | Q3-2023 | | | YTD-2024 | | YTD-2023 | | |

| Cash generated from (used in) operating activities ('000) | $ | (2,153 | ) | $ | (3,882 | ) | $ | 397 | $ | (3,332 | ) |

| Changes in non-cash working capital items ('000) | | 2,107 | | | 4,610 | | | 2,003 | | (224 | ) |

| Net cash generated from (used in) operating activities ('000) | $ | (46 | ) | $ | 728 | | $ | 2,400 | $ | (3,556 | ) |

Working Capital

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

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

Reconciliation of Working Capital

| | Q3-2024 | | | Q3-2023 | | |

| Current Assets ('000) | $ | 26,789 | | $ | 18,643 | |

| Less current liabilities ('000) | | (63,258 | ) | | (43,896 | ) |

| Working capital ('000) | $ | (36,469 | ) | $ | (25,253 | ) |

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.

25	Page

usas_ex993.htm EXHIBIT 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Darren Blasutti, Chief Executive Officer of Americas Gold and Silver Corporation, certify the following:

1.	Revi e w : I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation **** (the “issuer”) for the interim period ended September 30, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)	the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i)	N/A;
(ii)	N/A; or
(iii)	a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)	summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on August 1, 2024 ** and ended on September 30, 2024 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 7, 2024

s/Darren Blasutti

| Darren Blasutti |

| President & Chief Executive Officer |

usas_ex994.htm EXHIBIT 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Revi e w : I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation **** (the “issuer”) for the interim period ended September 30, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)	the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i)	N/A;
(ii)	N/A; or
(iii)	a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b)	summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on August 1, 2024 ** and ended on September 30, 2024 ** that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 7, 2024

s/ Warren Varga

| Warren Varga |

| Chief Financial Officer |