6-K
Americas Gold & Silver Corp (USAS)
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 December 2024
Commission File Number 001-37982
| AMERICAS GOLD AND SILVER CORPORATION |
|---|
| (Translation of registrant’s name into English) |
| 145 King Street West, Suite 2870<br> <br>Toronto, Ontario, Canada<br> <br>M5H 1J8 |
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| (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: December 17, 2024 | /s/ Peter McRae |
| | Peter McRae |
| | Chief Legal Officer and Senior Vice President Corporate Affairs |
| 2 |
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INDEX TO EXHIBITS
| 99.1 | News release dated December 17, 2024 |
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| 99.2 | Report of voting results dated December 17, 2024 |
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usas_ex991.htm EXHIBIT 99.1

AMERICAS GOLD AND SILVER CORPORATION ANNOUNCES SPECIAL MEETING VOTING RESULTS
TORONTO, ONTARIO – December 17, 2024 — Americas Gold and Silver Corporation (the “Company”) (TSX:USA; NYSE American: USAS) is pleased to announce that the Company’s shareholders passed the following resolutions at the special meeting of the shareholders held on December 17, 2024 (the “Meeting”):
| 1. | To authorize the issuance of (i) 117,270,000 common shares in the capital of the Company (the “Common Shares”) to Sprott Mining and (ii) 52,730,000 Common Shares to the Sprott Preferred Sellers (as such term is defined in the Company’s management information circular dated November 7th, 2024 in respect of the Meeting (the “Circular”)). |
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| 2. | To authorize the issuance of 125,000,000 Common Shares issuable upon the exchange of subscription receipts (“Subscription Receipts”) pursuant to a private placement of Subscription Receipts at an issue price per Subscription Receipt of C$0.40. |
| 3. | To authorize the issuance of 682,850 Common Shares to Edgehill Advisory Ltd. at a price per Common Share of C$0.40. |
| 4. | To authorize the issuance of 305,682,850 Common Shares, being the aggregate of the Common Shares issuable pursuant to items 1, 2 and 3 above and 10,000,000 Common Shares issuable pursuant to the Concurrent Private Placement (as such term is defined in the Circular), representing a dilution in excess of 25% of the currently issued and outstanding Common Shares. |
A summary of the results of these matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR+ (www.sedarplus.ca) on December 17, 2024. A total of 86,059,017 Common Shares were voted, representing 31.07% of total Common Shares issued and outstanding as at the record date for the Meeting.
About Americas Gold and Silver Corporation
Americas Gold and Silver Corporation is a high‐growth precious metals mining company with multiple assets in North America. The Company owns and operates the Cosalá Operations in Sinaloa, Mexico, manages the 60%‐owned Galena Complex in Idaho, USA, and is re‐evaluating the Relief Canyon mine in Nevada, USA. The Company also owns the San Felipe development project in Sonora, Mexico. For further information, please see SEDAR+ or www.americas‐gold.com.
For more information:
| Stefan Axell | Darren Blasutti |
|---|
| VP, Corporate Development & Communications | President |
| Americas Gold and Silver Corporation | Americas Gold and Silver Corporation |
| 416‐874‐1708 | 416‐848‐9503 |
usas_ex992.htm EXHIBIT 99.2

December 17, 2024
Ontario Securities Commission (“Principal Regulator”)
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Service Newfoundland & Labrador
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities, Government of Prince Edward Island
| Re: | Americas Gold and Silver Corporation (the “Company”) - Report of Voting Results pursuant to Section 11.3 of National Instrument 51‐102 – Continuous Disclosure Obligations (“NI 51‐102”) |
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Following the special meeting of shareholders of the Company, held on December 17, 2024 (the “Meeting”), and in accordance with section 11.3 of NI 51‐102, we hereby advise you of the following voting results obtained at the Meeting:
The Scrutineer’s report recorded that there were 86,059,017 shareholders represented in person or by proxy at the Meeting representing 801 common shares of the Company (or approximately) 31.07% of the issued and outstanding common shares of the Company) as at the record date for the Meeting.
| 1. | Approval of Securities Purchase Agreement Resolution |
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The resolution to authorize the issuance of (i) 117,270,000 common shares in the capital of the Company (the “Common Shares”) to Sprott Mining Inc. and (ii) 52,730,000 Common Shares to the Sprott Preferred Sellers (as such term is defined in the management information circular of Americas Gold and Silver Corporation dated November 7, 2024 in respect of the Meeting (the “Circular”)) was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
| Votes For | % For | Votes Against | % Against | Excluded |
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| 80,773,113 | 96.48% | 2,949,771 | 3.52% | 2,335,331 |
| 2. | Approval of Subscription Receipt Private Placement Resolution |
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The resolution to authorize the issuance of 125,000,000 Common Shares issuable upon the exchange of subscription receipts (“Subscription Receipts”) pursuant to a private placement of Subscription Receipts at an issue price per Subscription Receipt of C$0.40 was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
| Votes For | % For | Votes Withheld | % Withheld | Excluded |
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| 76,909,730 | 96.30% | 2,951,664 | 3.70% | 6,196,822 |
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| 3. | Approval of Advisor Share Issuance Resolution |
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The resolution to authorize the issuance of 682,850 Common Shares to Edgehill Advisory Ltd. at a price per Common Share of C$0.40 was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
| Votes For | % For | Votes Against | % Against | Excluded |
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| 76,823,594 | 96.20% | 3,037,800 | 3.80% | 6,196,822 |
| 4. | Approval of Aggregate Share Issuance Resolution |
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The resolution to authorize the issuance of 305,682,850 Common Shares, being the aggregate of the Common Shares issuable pursuant to items 1, 2 and 3 above and 10,000,000 Common Shares issuable pursuant to the Concurrent Private Placement (as such term is defined in the Circular), representing dilution in excess of 25% of the currently issued and outstanding Common Shares was approved. The percentage of votes cast “for” or “against” the vote are set forth below as follows:
| Votes For | % For | Votes Against | % Against | Excluded |
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| 82,891,682 | 96.32% | 3,166,533 | 3.68% | N/A |
Yours truly,
AMERICAS GOLD AND SILVER CORPORATION
Per:
| ss://Peter McRae |
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| Peter J. McRae |
| Sr. Vice President, Corporate Affairs & Chief Legal Officer |
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