Americas Gold & Silver Corp 6-K, filed May 23, 2024

Americas Gold & Silver Corp (USAS)

6-K 2024-05-23 For: 2024-05-23

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Added on April 11, 2026

About this 6-K

Americas Gold & Silver Corp filed this 6-K on May 23, 2024.

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	AMERICAS GOLD AND SILVER CORPORATION

Date: May 23, 2024	/s/ Peter McRae
	Peter McRae
	Chief Legal Officer and Senior Vice President Corporate Affairs

99.1		Notice of Annual General Meeting
99.2		Management Information Circular
99.3		Form of Proxy
99.4		Notice of Availability of Proxy Materials
99.5		Voting Instruction Form

	1.	to receive the consolidated financial statements of the Company for the year ended December 31, 2023 and the auditors’ report thereon;

	2.	to elect directors of the Company for the ensuing year;

	3.	to reappoint auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration;

	4.	to approve the issuance of up to 27,500,000 Common Shares, which is in excess of 25% of the issued and outstanding Common Shares of the Company (as at June 12, 2023), issuable upon the retraction of the Convertible Debentures and

	5.	to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

	BY ORDER OF THE BOARD OF DIRECTORS

	Signed:	“Darren Blasutti”
		Darren Blasutti President and Chief Executive Officer

	1.	to receive the consolidated financial statements of the Company for the year ended December 31, 2023 and the auditors’ report thereon;

	2.	to elect directors of the Company for the ensuing year;

	3.	to reappoint auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration;

	4.	to approve the issuance of up to 27,500,000 Common Shares, which is in excess of 25% of the issued and outstanding Common Shares of the Company (as at June 12, 2023), issuable upon the retraction of the Convertible Debentures and

	5.	to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Management Information Circular Summary This summary highlights information contained elsewhere in this Circular. It does not contain all the information that you should consider. Please read the entire Circular carefully before voting. Voting Recommendations		Meeting Information Date: Tuesday June 25, 2024 Time: 10:00 a.m. EDT Place: The Green Room 200 King Street West Main Lobby Toronto, ON M5H 3T4
Proposal	Board Recommendation	How You Can Access the Meeting Materials Online
Elect directors of the Company for the ensuing year	FOR	Americas Gold and Silver Corporation has decided to deliver the Meeting Materials by posting them online at www.americas-gold.com/investors/shareholder-meeting-documents/
Re-appoint auditors of the Company for the ensuing year at a remuneration to be fixed by the board of directors of the Company	FOR	The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use.
Approve the issuance of up to 27,500,000 Common Shares, which is in excess of 25% of the issued and outstanding Common Shares of the Company (as at June 12, 2023), issuable upon the retraction of the Convertible Debentures	FOR	The Meeting Materials will be available on the Company’s website as of May 23, 2024 and will remain on the website for one year thereafter.

✓	87.5% Independent Board	✓
✓	Individual election of all directors	✓	In-camera sessions at Board and committee meetings
✓	Independent committees	✓	Annual Board, committee and director evaluations
✓	Majority Voting Statutory Requirement and Policy	✓	Orientation package for new directors
✓	Separate Chair & CEO

Name	Age	Independent	Director Since	2023 Committees	2023 Board attendance	No. of other public boards
DARREN BLASUTTI President and Chief Executive Officer	55		2011¹	–	100%	1
CHRISTINE CARSON Director	52	·	2022	–	100%	–
ALEX DAVIDSON Board Chair and Director	72	·	2011¹	CCG, S&T	100%	3
ALAN R. EDWARDS² Director	66	·	2011¹	S&T (Chair)	100%	3
BRADLEY R. KIPP Director	60	·	2014	AC (Chair)	100%	1
GORDON E. PRIDHAM Director	68	·	2008³	AC, CCG	100%	–
MANUEL RIVERA Director	51	·	2017	S&T	100%	–
LORIE WAISBERG Director	82	·	2011¹	AC, CCG (Chair)	100%	1

Director Nominee Qualifications and Experience
The Company’s Board is comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills and backgrounds. The skills and backgrounds collectively represented on the Board reflect the diverse nature of the business environment in which Americas Gold and Silver Corporation operates.	Board Experience	Executive Experience	Industry Knowledge	Exploration, Development, Mining	Corporate Social Responsibility	Legal/Litigation	Financial Expertise/Literacy	Capital Markets	Corporate Governance
DARREN BLASUTTI	■	■	■	■		■	■	■	■
CHRISTINE CARSON		■			■			■	■
ALEX DAVIDSON	■	■	■	■	■		■	■	■
ALAN R. EDWARDS	■	■	■	■	■		■		■
BRADLEY R. KIPP	■	■	■	■	■		■	■	■
GORDON E. PRIDHAM	■	■	■		■		■	■	■
MANUEL RIVERA		■			■	■	■		■
LORIE WAISBERG	■	■	■		■	■	■	■	■
Total	6	8	6	4	7	3	7	6	8

SOLICITATION OF PROXIES		10
Notice-and-Access		11
Appointment of Proxies		12
Voting by Registered Shareholders		12
Voting by Non-Registered Shareholders		13
Voting Shares and Principal Holders Thereof		14
BUSINESS OF THE MEETING		15
Item 1 – Presentation of Audited Financial Statements		15
Item 2 – Election of Directors		15
Item 3 – Appointment of Auditor		24
Item 4 – Share Issuance Proposal		25
STATEMENT OF EXECUTIVE & DIRECTOR COMPENSATION		30
Compensation Discussion and Analysis		30
Director Compensation		48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		52
DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION		52
STATEMENT OF CORPORATE GOVERNANCE PRACTICES		53
Board of Directors and Independence from Management		53
Performance Assessment		54
Meetings of the Board and Committees of the Board		54
Meetings of Independent Directors		55
Board Mandate		55
Position Descriptions		55
Other Company Directorships		56
Orientation and Continuing Education		56
Nomination of Directors		57
Risk Management		58
Ethical Business Conduct		59
Shareholder Engagement		59
Whistleblower Policy		59
Corporate Disclosure and Securities Trading Policy		60
Board Committees		60
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS		61
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		61
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		61
ADDITIONAL INFORMATION		62
BOARD APPROVAL		63
FORWARD-LOOKING STATEMENTS		64
SCHEDULE “A”		66

	i.	in the name of an intermediary that the non-registered shareholder deals with in respect of the Common Shares of the Company (intermediaries include, amongst others, banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or

	ii.	in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. in Canada or The Depository Trust & Clearing Corporation in the United States) of which the intermediary is a participant.

	i.	be given a Voting Instruction Form which is not signed by the intermediary and which, when properly completed and signed by the non-registered Shareholder and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow. Typically, the Voting Instruction Form will consist of a one-page pre-printed form; or

	ii.	be given a Form of Proxy which has already been signed by the intermediary (typically by a stamped signature), which is restricted as to the number of Common Shares beneficially owned by the non-registered Shareholder but which is otherwise not completed by the intermediary. Because the intermediary has already signed the Form of Proxy, this Form of Proxy is not required to be signed by the non-registered Shareholder when submitting the proxy. In this case, the non-registered Shareholder who wishes to submit a proxy should carefully follow the instructions of their intermediary, including those regarding when and where the completed proxy is to be delivered.

DARREN BLASUTTI
Director Ontario, Canada
Age: 55	Status: Non-Independent (President and CEO of Company)	Director since: July 6, 2011 (Americas Gold and Silver since September 3, 2019; Americas Silver since December 23, 2014; U.S. Silver & Gold since June 6, 2012 and RX Gold since July 6, 2011)
Mr. Blasutti is currently the President and Chief Executive Officer of Americas Gold and Silver. He was formerly the President and Chief Executive Officer of Americas Silver and U.S. Silver, and prior to that, the President and Chief Executive Officer of RX Gold & Silver Inc., and former Senior Vice President of Corporate Development for Barrick Gold Corporation until January 2011. At Barrick Gold Corporation, he reported to the Chief Executive Officer and played a lead role in the strategic development of Barrick Gold Corporation for over 13 years, during which time he executed over 25 gold mining transactions including the acquisition of Homestake Mining Company and Placer Dome Inc. and the consolidation of the world class Cortez property from Rio Tinto. Mr. Blasutti also led the creation of Barrick Energy Inc. to hedge Barrick Gold Corporation’s exposure to energy prices and was integral to the initial public offering of African Barrick Gold. During his tenure at Barrick, he also led the Investor Relations function. Mr. Blasutti is a member of the Chartered Professional Accountants Canada and was previously at PricewaterhouseCoopers LLP where he planned, supervised and managed audits for a variety of clients. Mr. Blasutti is currently Chairman of Barksdale Resources Corp.
Common Shares Held			1,322,078

Other Securities Held
Type			Securities Held (#)
RSUs (cash or share settled)			N/A
DSUs			N/A
Options Held			3,435,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board		3 of 3	Barksdale Resources Corp.

CHRISTINE CARSON
Director Ontario, Canada
Age: 52	Status: Independent	Director since: May 13, 2022
Ms. Carson is the sole founder and CEO of Carson Proxy Advisors Ltd., a proxy solicitation firm that specializes in executing shareholder communications, proxy solicitation and corporate governance strategies for Canadian public companies. She has spent over 20 years advising publicly traded companies on a wide variety of special situations and issues, including proxy battles, hostile take overs, M&A, consent solicitations, corporate governance, executive compensation, and shareholder proposals. She has counseled numerous Boards of Directors, CEOs, corporate secretaries, corporate counsels, investor relations professionals and has spoken at industry conferences on the complexities of influencing shareholder voting in Canada. Prior to founding Carson Proxy, Ms. Carson was involved in establishing two successful proxy solicitation firms and a Transfer and Trust Company in Canada.
Common Shares Held			Nil

Other Securities Held
Type			Securities Held (#)
RSUs (cash or share settled)			N/A
DSUs			247,569
Options			625,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board		3 of 3	N/A

ALEX DAVIDSON
Chairman of the Board and Director Ontario, Canada
Age: 72	Status: Independent	Director since: July 6, 2011 (Chairman of the Board of Directors since May 2016; Americas Gold & Silver since September 3, 2019; Americas Silver since December 23, 2014; U.S. Silver & Gold since August 13, 2012 and RX Gold since July 6, 2011)
Mr. Davidson was Barrick’s Executive Vice President, Exploration and Corporate Development with responsibility for international exploration programs and corporate development activities. Mr. Davidson was instrumental in Barrick Gold Corporation’s acquisition of Lac Minerals, Sutton Resources, Arequipa Resources, Pangea Goldfields, Homestake Mining and Placer Dome Inc. Mr. Davidson joined Barrick Gold Corporation in October 1993 as Vice President, Exploration with responsibility for the company’s expanding exploration program. He initiated Barrick Gold Corporation’s expansion out of North America and into Latin America and beyond and retired from Barrick in 2009. Prior to joining Barrick, Mr. Davidson was Vice President, Exploration for Metall Mining Corporation. Mr. Davidson has over 40 years of experience in designing, implementing and managing gold and base metal exploration and acquisition programs throughout the world. In November 2022 it was announced that Mr. Davidson would be inducted into the 2023 Canadian Mining Hall of Fame in recognition of his inspiring achievements and visionary leadership to elevate the stature of Canadian mining at home and abroad. In February 2019, Mr. Davidson was awarded the Charles F. Rand Gold Medal by the American Institute of Mining Engineers in recognition of his key role in numerous acquisitions and discoveries and his leadership in developing Barrick’s unparalleled exploration programs, both of which have resulted in remarkable achievements that distinguish his remarkable career and legacy at Barrick. In April 2005, Mr. Davidson was presented the 2005 A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and Petroleum to recognize exceptional achievement and distinguished contributions to mining exploration in Canada. In 2003, Mr. Davidson was named the Prospector of the Year by the Prospectors and Developers Association of Canada in recognition for his team’s discovery of the Lagunas Norte project in the Alto Chicama District, Peru. Mr. Davidson received his B.Sc. and his M.Sc. in Economic Geology from McGill University. His extensive experience in the mining industry and his background in precious metal exploration and corporate development allows him to provide valuable industry insight and perspective to the Board and management. Mr. Davidson also has extensive board level experience and has sat on or has chaired a number of health, safety & environment, technical, sustainability, audit, and compensation committees. Mr. Davidson is a member of the Compensation & Corporate Governance Committee (the “CCG Committee”) and the Sustainability & Technical Committee (the “S&T Committee”). Mr. Davidson is also currently a director of Pan American Silver Corp. Capital Drilling Ltd. and Nulegacy Gold Corporation.
Common Shares Held			563,020

Other Securities Held
Type			Securities Held (#)
DSUs			674,300
Options			940,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board (Chair) CCG Committee S&T Committee		3 of 3 3 of 3 1 of 1	Capital Drilling Limited NuLegacy Gold Corporation Pan American Silver Inc.

ALAN R. EDWARDS
Director Arizona, United States
Age: 66	Status: Independent		Director since: June 23, 2011 (Americas Gold and Silver since September 3, 2019; Americas Silver since December 23, 2014; U.S. Silver & Gold since August 13, 2012 and U.S. Silver Corp. since June 23, 2011)
Mr. Edwards serves on the Board and has more than 40 years of diverse mining industry experience, including various executive and director roles. He is currently the President of AE Resources Corp., and also serves on the board of directors for Entrée Resources Ltd., Arizona Sonoran Copper Company Inc., and Elevation Gold Mining Corp. Mr. Edwards was also formerly a director and Chairman of the board of directors of AuRico Gold Inc., AQM Copper Inc., Oracle Mining Corp. (where he was also the Chief Executive Officer), Rise Gold Corp., and a director of Orvana Minerals Corp. He was also the President and Chief Executive Officer of Copper One Inc. and Frontera Copper Corp. Mr. Edwards also served as COO of Apex Silver Mines Corp., where he directed the engineering, construction and development of the San Cristobal project in Bolivia. He has also worked for Kinross Gold Corp., P.T. Freeport Indonesia, Cyprus Amax Minerals Company and Phelps Dodge Mining Company. Mr. Edwards holds an MBA (Finance) from the University of Arizona and a B.S. Mining Engineering also from the University of Arizona. Mr. Edwards is the Chairman of the S&T Committee.
Common Shares Held				20,597

Other Securities Held
Type				Securities Held (#)
DSUs				453,014
Options					940,000

Board and Committee Membership 2023		Attendance		Other Public Board Memberships
Board S&T Committee (Chair)		3 of 3 1 of 1		Entrée Resources Ltd. Arizona Sonoran Copper Company Inc. Elevation Gold Mining Corp.

BRADLEY R. KIPP
Director Ontario, Canada
Age: 59	Status: Independent	Director since: June 12, 2014 (Americas Gold and Silver since September 3, 2019; Americas Silver since June 12, 2014)
Mr. Kipp is currently a director and the Chair of the Audit Committee of Americas Gold and Silver (since June 2014); a director and the Chair of the Audit Committee of Haventree Bank since June 2008 (federally regulated Schedule I Bank supervised by the Office of the Superintendent of Financial Institutions), a director of Shiny Health & Wellness Corp. (previously ShinyBud Corp.) (TSXV:SNYB); resigned as CFO of Shiny Health & Wellness Corp. in March of 2022. Mr. Kipp has over 30 years’ experience specializing in operations, corporate finance and public company reporting in the financial services and mining sector. As part of these activities, he has been Chief Financial Officer and/or a Director of several public companies listed on the Toronto and London AIM exchanges. Mr. Kipp is a member of the Chartered Professional Accountants of Canada and a member of the Chartered Financial Analyst Institute.
Common Shares Held			Nil

Other Securities Held
Type			Securities Held (#)
DSUs			336,942
Options			940,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board Audit Committee (Chair)		3 of 3 5 of 5	Shiny Health & Wellness Corp.

GORDON E. PRIDHAM
Director Ontario, Canada
Age: 68	Status: Independent	Director since: November 10, 2008 (Americas Gold and Silver since September 3, 2019; Americas Silver since December 23, 2014; U.S. Silver & Gold since August 13, 2012 and U.S. Silver Corp. since November 10, 2008)
Mr. Pridham is Principal of Edgewater Capital and is on the advisory board for Enertech Capital, a clean tech venture capital fund. Mr. Pridham has over 25 years of experience in investment banking, capital markets, and corporate banking. He has worked in New York, Calgary, Toronto and Hong Kong for global financial institutions and has financed and advised companies in public and private markets across a broad range of industry sectors. He has served on over 17 boards of which he has chaired five. He is a graduate of the University of Toronto and the Institute of Corporate Directors program.
Common Shares Held			128,161

Other Securities Held
Type			Securities Held (#)
DSUs			298,001
Options			940,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board Audit Committee CCG Committee		3 of 3 5 of 5 3 of 3	N/A

MANUEL RIVERA
Director Mexico, Mexico
Age: 51	Status: Independent	Director since: August 2, 2017 (Americas Gold and Silver since September 3, 2019; Americas Silver since August 2, 2017)
Mr. Rivera is the President and Founder of NEKT Group, an investment firm focused on investment and deployment of Cybersecurity solutions in the Americas. He is also the co-founder and non-executive President of MediaSurf, a digital and out-of-home media company (owner of Business Insider Mexico) based in Mexico City. With vast experience in media, digital, corporate transformation and mergers and acquisitions, Mr. Rivera spent more than a decade as the President and Chief Executive Officer of Grupo Expansión, one of Mexico’s most influential media companies that, under his leadership, was taken from a minor magazine player to one of the largest digital publishers in Mexico and Latin America. Grupo Expansión was successfully sold in 2017. Mr. Rivera served as Co-chair of the Global Future Council for Media and Information of the World Economic Forum; he serves on the Board of Mexico’s largest newspaper El Universal, and also served as Chairman of the Board for Make-A-Wish Mexico. Mr. Rivera is a Chemical Engineer, with an MBA and is currently a Masters in Cybersecurity candidate. Mr. Rivera is a member of the Sustainability & Technical Committee.
Common Shares Held			Nil

Other Securities Held
Type			Securities Held (#)
DSUs			258,760
Options			965,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board S&T Committee		3 of 3 1 of 1	N/A

LORIE WAISBERG
Director Ontario, Canada
Age: 82	Status: Independent	Director since: July 6, 2011 (Americas Gold & Silver since September 3, 2019; Americas Silver since December 23, 2014; U.S. Silver & Gold since August 13, 2012 and RX Gold since July 6, 2011)
Mr. Waisberg is a corporate director currently serving as a director of Metalex Ventures Ltd. He previously served as a director of Tembec Inc., Primary Energy Recycling, Noront Resources, Chantrell Ventures, US Silver & Gold Inc., OneMove Technologies, Northern Uranium Corp. (formerly MPV C Inc.), and Rapier Gold Inc. Mr. Waisberg was also previously a director and the chair of Keystone North America, RX Gold & Silver Corp., Baja Mining Corp., Arcan Resources, and Chemtrade Logistics Income Fund. Mr. Waisberg has law degrees from the University of Toronto and Harvard University, and had a distinguished 30-year legal career as a business law partner of Goodmans LLP in Toronto. He then served as the Executive Vice President, Finance and Administration of Co-Steel Inc., a steel manufacturer, prior to retirement. Mr. Waisberg is also accredited as ICD.D by the Institute of Corporate Directors. Mr. Waisberg is the Chairman of the CCG Committee and a member of the Audit Committee.
Common Shares Held			100,618

Other Securities Held
Type			Securities Held (#)
DSUs			502,843
Options			940,000

Board and Committee Membership 2023		Attendance	Other Public Board Memberships
Board Audit Committee CCG Committee (Chair)		3 of 3 5 of 5 3 of 3	Metalex Ventures Ltd.

	(i)	was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “Order”) while the Nominee was serving as a director or chief executive officer or chief financial officer of the relevant company;

	(ii)	was the subject of an Order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and that resulted from an event that occurred while the Nominee was acting as a director, chief executive officer or chief financial officer of the company;

	(iii)	became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets while the Nominee was serving as a director or executive officer of the relevant company or within a year of the Nominee ceasing to act in that capacity; or

(b)	has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominee.

⁵	“Audit Fees” include fees necessary to perform the audit of the Company’s consolidated financial statements. Audit Fees include quarterly reviews, fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

⁶	“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit- related services include due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

⁷	“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit- Related Fees”. This category includes fees for filing tax returns for U.S. subsidiary, tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

⁸	“All Other Fees” include fees relating to the aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s external auditor, other than the services reported under clauses 1 to 3 above.

1.	the future issuance of Debenture Shares, Retraction Shares and Warrant Shares in excess of the Dilution Cap to a maximum of 27,500,00 Common Shares, are hereby ratified, approved and confirmed, including without limitation with respect to the shareholder approval requirements of Section 607(g)(i) of the TSX Company Manual;

2.	any director or officer of the Company is authorized and directed to do all acts and things and to execute and deliver, or cause to be delivered, all agreements, documents and instruments as in the opinion of such director or officer may be necessary or desirable to give effect to the issuance of Debenture Shares, Retraction Shares and Warrant Shares in excess of the Dilution Cap and the Convertible Debentures; and

3.	notwithstanding that these resolutions have been passed by the Shareholders of the Company, the board of directors of the Company is hereby authorized and empowered, without further approval of the Shareholder, to postpone or refrain from proceeding with any of the matters authorized herein, or to otherwise give effect to these resolutions.”

	(i)	executing operational targets (including safety, costs, production, and environmental);
	(ii)	maintaining a strong financial position;
	(iii)	enhancing value through project development and continuous improvement of its existing operations; and
	(iv)	disciplined growth through additional, value-enhancing, merger and acquisition opportunities.

	(i)	individual skill and experience of executives;
	(ii)	corporate and individual performance objectives; and
	(iii)	long-term appreciation of the Company’s share price.

	a.	recommending to the Board long-term goals and objectives of the Company (in consultation with the CEO) and evaluating the CEO’s performance in light of those goals and objectives;
	b.	making recommendations to the Board with respect to the CEO’s compensation;
	c.	reviewing (in consultation with the CEO) and recommending to the Board the process, criteria used to evaluate the performance of senior management and the compensation associated therewith (including incentive compensation plans, equity-based plans, terms of employment agreements, severance arrangement, and change in control arrangements or provisions, and any special or supplemental benefits);
	d.	ensuring appropriate succession planning systems and processes relating to senior management;
	e.	developing and overseeing compensation guidelines and structures for the Board and Management including salaries, annual and long-term incentive plans and plans involving share options, share issuances and share unit awards;
	f.	developing and overseeing pension and benefit plans and share ownership guidelines;
	g.	making recommendations to the Board with respect to the compensation of directors;
	h.	fixing and determining awards to employees of units or stock or stock options pursuant to the company’s equity or non-equity based plans;
	i.	overseeing the Company’s human resources policies and programs (in consultation with Management); and
	j.	reviewing all executive compensation disclosure prior to public dissemination.

COMPENSATION ELEMENT	SUMMARY AND PURPOSE OF COMPENSATION ELEMENT
Base Salary	Base salaries form a central element of the Company’s compensation mix and are used as a measure to compare to, and remain competitive with, compensation offered by competitors and as the base to determine other elements of compensation and benefits. Base salaries are generally fixed and therefore not subject to uncertainty.
Annual Performance-Based Incentive	While base salaries are fixed, annual bonuses are tied to performance and are a variable component of compensation designed to reward NEOs for maximizing operating and financial performance of the Company. Annual bonuses are paid at the discretion of the Board and are determined based on a number of factors, including financial and operational performance. These bonuses are intended to capture quantitative and qualitative assessments of performance.
Longer Term Incentives - Stock Options and Restricted Share Units	The granting of Options is a variable component of compensation intended to reward the Company’s executive officers and directors for success in achieving sustained, long-term profitability and increases in stock value, and aligning interests with shareholders. RSUs are time-based and may be granted to NEOs and other Company personnel. Share unit awards similarly align interests with Shareholders and support long term Company objectives.
Other Compensation	The Company’s benefit plans provide financial coverage in the event of illness, disability or death. The Company’s executive employee benefit program includes life, medical, dental and disability insurance. At the Company’s operations, the Company has also paid other benefits to its senior staff including car and housing allowances.

	(i)	total shareholder return – as measured against nine other comparable companies, with bonus opportunity measured on a sliding scale from 0-200% depending on the Company’s relative position at the end of 2023 – (#8 performer);

	(ii)	Silver Production – (Partially achieved. Silver and silver equivalent production were not met. When adjusting for the unexpected downtime at the mill at Cosalá and down time at Galena due to the fatality – the bottom end of silver production guidance would have been met);

	(iii)	strengthen balance sheet – improve working capital at year-end on a sliding scale from 50% - 125% depending on amount of capital raised – (Not Achieved. Working capital was same year over year);

	(iv)	an overall 5% reduction in the company safety incidents as measured by reportable Lost Time Incident Frequency Rate and Medical Aid Incident Frequency Rate at Galena Complex and Cosalá – (Partially Achieved. Achieved at the Cosalá Complex but not at Galena);

	(v)	Growth of Cosalá mining operations including advancing drilling at the Cosalá North project and additional material found in San Rafael Main Zone to defer capital spending on EC120 – (Partially achieved. San Rafael resource grew from infill drilling, given lack of capital no drilling had commenced);

	(vi)	Galena – hoist installed and fully operational by end of Q2, 2023; increase workforce to allow for quarter over quarter increase in tons per man hours worked; bring water discharge into compliance in H1, 2023 with short and long term solution identified for approval – (Partially achieved. Hoist installed and fully operational; shaft repair remains. Water discharge with long term solutions identified).

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

	(i)	an increase to the maximum number or percentage of securities issuable under the Stock Option Plan;
	(ii)	a reduction in the exercise price of an outstanding Option or other entitlements under the Stock Option Plan;
	(iii)	any cancellation and reissue of Options or other entitlements;
	(iv)	any change to the definition of “Eligible Person” set out in the Stock Option Plan where such change may permit non-executive directors to participate on a discretionary basis under the Stock Option Plan;

	(v)	an amendment to the prohibition on transferring or assigning Options under the Stock Option Plan;
	(vi)	an amendment to the amendment provisions of the Stock Option Plan so as to increase the ability of the Board to amend the Stock Option Plan without the approval of the Company’s shareholders;
	(vii)	an amendment that extends the term of Options beyond their original expiry; and
	(viii)	any changes to the limits set out in Section 1.4 of the Stock Option Plan.

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

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

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