Equibles

6-K

Americas Gold & Silver Corp (USAS)

6-K 2023-05-15 For: 2023-05-15
View Original
Added on April 11, 2026

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 May 2023

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> <br>Toronto, Ontario, Canada<br><br> <br>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 ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and<br> make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are<br> traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K<br> submission or other Commission filing on EDGAR.

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
/s/ Peter McRae
Date:   May 15, 2023 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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Exhibit 99.1

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2023 and 2022

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

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.  The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.  The Company's independent auditor has not performed a review of these financial statements in accordance with the standards established by Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

(In thousands of U.S. dollars, unaudited)

March 31, December 31,
As at 2023 2022
Assets
Current assets
Cash and cash equivalents $ 3,393 $ 1,964
Trade and other receivables (Note 5) 9,656 11,552
Inventories (Note 6) 9,727 8,835
Prepaid expenses 2,529 3,030
$ 25,305 $ 25,381
Non-current assets
Restricted cash 4,190 4,139
Property, plant and equipment (Note 7) 162,497 161,299
Total assets $ 191,992 $ 190,819
Liabilities
Current liabilities
Trade and other payables $ 27,711 $ 27,060
Metals contract liability (Note 8) 12,236 11,324
Derivative instruments (Note 9) 868 991
Shares pending issuance from retraction (Note 9) 502 -
Pre-payment facility (Note 10) 2,250 -
Promissory note (Note 11) 1,250 2,500
Government loan 222 222
45,039 42,097
Non-current liabilities
Other long-term liabilities 1,765 1,815
Metals contract liability (Note 8) 21,887 19,665
RoyCap convertible debenture (Note 9) 9,852 9,621
Promissory note (Note 11) 1,250 -
Post-employment benefit obligations 7,487 6,969
Decommissioning provision 12,407 11,715
Deferred tax liabilities (Note 18) 371 348
Total liabilities 100,058 92,230
Equity
Share capital (Note 12) 451,692 449,374
Equity reserve 51,710 50,905
Foreign currency translation reserve 9,652 9,797
Deficit (438,841 ) (428,849 )
Attributable to shareholders of the Company 74,213 81,227
Non-controlling interests (Note 14) 17,721 17,362
Total equity $ 91,934 $ 98,589
Total liabilities and equity $ 191,992 $ 190,819

Going concern (Note 2), Contingencies (Note 21), Subsequent events (Note 22)

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of income (loss) and comprehensive income (loss)

(In thousands of U.S. dollars, except share and per share amounts, unaudited)

For the three-month period ended
March 31, March 31,
2023 2022
Revenue (Note 15) $ 22,093 $ 26,436
Cost of sales (Note 16) (17,784 ) (16,619 )
Depletion and amortization (Note 7) (5,117 ) (5,760 )
Care and maintenance costs (1,136 ) (1,323 )
Corporate general and administrative (Note 17) (2,351 ) (2,649 )
Exploration costs (655 ) (1,086 )
Accretion on decommissioning provision (141 ) (84 )
Interest and financing expense (2,330 ) (1,027 )
Foreign exchange gain (loss) (451 ) 710
Loss on metals contract liability (Note 8) (2,554 ) (2,752 )
Other gain on derivatives (Note 9) 92 22
Gain on government loan forgiveness - 4,277
Income (loss) before income taxes (10,334 ) 145
Income tax expense (Note 18) (190 ) (441 )
Net loss $ (10,524 ) $ (296 )
Attributable to:
Shareholders of the Company $ (9,738 ) $ (1,412 )
Non-controlling interests (Note 14) (786 ) 1,116
Net loss $ (10,524 ) $ (296 )
Other comprehensive income (loss)
Items that will not be reclassified to net loss
Remeasurement of post-employment benefit obligations $ (424 ) $ 2,998
Items that may be reclassified subsequently to net loss
Foreign currency translation reserve (145 ) 145
Other comprehensive income (loss) (569 ) 3,143
Comprehensive income (loss) $ (11,093 ) $ 2,847
Attributable to:
Shareholders of the Company $ (10,137 ) $ 532
Non-controlling interests (Note 14) (956 ) 2,315
Comprehensive income (loss) $ (11,093 ) $ 2,847
Loss per share attributable to shareholders of the Company
Basic and diluted (0.05 ) (0.01 )
Weighted average number of common shares
outstanding
Basic and diluted (Note 13) 206,204,961 172,903,384

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the three-month periods ended March 31, 2023 and 2022

(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

Foreign
Share capital currency Attributable Non-
Common Equity translation to shareholders controlling Total
Shares Amount reserve reserve Deficit of the Company interests equity
Balance at January 1, 2023 204,456 $ 449,374 $ 50,905 $ 9,797 $ (428,849 ) $ 81,227 $ 17,362 $ 98,589
Net loss for the period - - - - (9,738 ) (9,738 ) (786 ) (10,524 )
Other comprehensive loss for the period - - - (145 ) (254 ) (399 ) (170 ) (569 )
Contribution from non-controlling interests - - - - - - 1,315 1,315
At-the-market offering 4,548 2,318 - - - 2,318 - 2,318
Retraction of RoyCap convertible debenture - - (66 ) - - (66 ) - (66 )
Share-based payments - - 871 - - 871 - 871
Balance at March 31, 2023 209,004 $ 451,692 $ 51,710 $ 9,652 $ (438,841 ) $ 74,213 $ 17,721 $ 91,934
Balance at January 1, 2022 165,145 $ 423,098 $ 51,088 $ 6,833 $ (387,949 ) $ 93,070 $ 10,765 $ 103,835
Net income (loss) for the period - - - - (1,412 ) (1,412 ) 1,116 (296 )
Other comprehensive income for the period - - - 145 1,799 1,944 1,199 3,143
Contribution from non-controlling interests - - - - - - 974 974
At-the-market offering 12,213 10,184 - - - 10,184 - 10,184
Sandstorm private placement 2,120 2,476 - - - 2,476 - 2,476
Retraction of RoyCap convertible debenture 1,065 932 (191 ) - - 741 - 741
Share-based payments - - 1,054 - - 1,054 - 1,054
Balance at March 31, 2022 180,543 $ 436,690 $ 51,951 $ 6,978 $ (387,562 ) $ 108,057 $ 14,054 $ 122,111

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows

For the three-month periods ended March 31, 2023 and 2022

(In thousands of U.S. dollars, unaudited)

March 31, March 31,
2023 2022
Cash flow generated from (used in)
Operating activities
Net loss for the period $ (10,524 ) $ (296 )
Adjustments for the following items:
Depletion and amortization 5,117 5,760
Income tax expense 190 441
Accretion and decommissioning costs 141 84
Share-based payments 871 1,054
Provision on other long-term liabilities 33 14
Interest and financing expense 1,202 684
Net charges on post-employment benefit obligations 94 217
Inventory write-downs 322 38
Loss on metals contract liability 2,554 2,752
Other gain on derivatives (92 ) (22 )
Gain on government loan forgiveness - (4,277 )
Changes in non-cash working capital items:
Trade and other receivables 1,896 (3,202 )
Inventories (1,675 ) 346
Prepaid expenses 501 258
Trade and other payables 1,030 (5,674 )
Net cash generated from (used in) operating activities 1,660 (1,823 )
Investing activities
Expenditures on property, plant and equipment (5,764 ) (3,480 )
Net cash used in investing activities (5,764 ) (3,480 )
Financing activities
Glencore pre-payment facility -
Pre-payment facilities 2,250 (1,451 )
Lease payments (629 ) (841 )
At-the-market offerings 2,318 10,184
Sandstorm private placement - 2,476
Metals contract liability 389 (1,980 )
Contribution from non-controlling interests 1,315 974
Net cash generated from financing activities 5,643 9,362
Effect of foreign exchange rate changes on cash (110 ) 185
Increase in cash and cash equivalents 1,429 4,244
Cash and cash equivalents, beginning of period 1,964 2,900
Cash and cash equivalents, end of period $ 3,393 $ 7,144
Cash and cash equivalents consist of:
Cash $ 3,393 $ 7,144
Interest paid during the period $ 475 $ 492

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

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

(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 months ended March 31, 2023 were approved and authorized for issue by the Board of Directors of the Company on May 15, 2023.

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, 2022. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2022, 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 $19.7 million, including cash and cash equivalents of $3.4 million as at March 31, 2023. During the three-month period ended March 31, 2023, the Company reported a net loss of $10.5 million, including a decrease in revenue of $4.3 million and an increase in cost of sales of $1.2 million compared to the three-month period ended March 31, 2022, plus interest and financing expense of $2.3 million and a loss on metals contract liability $2.6 million. At March 31, 2023, the Company does not have sufficient liquidity on hand to fund its operations for the next twelve months and will require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Cash flow during the quarter was impacted by a 17-day maintenance shutdown of the Cosalá Operations, ongoing capital costs for the Galena hoist project, and lower U.S. dollar to Mexican peso exchange rate, in addition to fluctuations in commodity prices compared to the prior quarter ended March 31, 2022 and inflationary pressures on certain operating and capital costs.

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to year-to-date 2023, 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.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

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

These 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

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

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

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, 2022, in addition to the significant judgments mentioned in Note 2.

5.  Trade and other receivables

March 31, December 31,
2023 2022
Trade receivables $ 5,882 $ 5,624
Value added taxes receivable 208 -
Other receivables 3,566 5,928
$ 9,656 $ 11,552

Value added taxes was in a net payable position of $0.2 million as at December 31, 2022 and was reclassified to trade and other payables for presentation purposes.

Other receivables include $1.8 million (December 31, 2022: $5.3 million) in refundable tax credits from the Galena Complex through the Employee Retention Credit under the U.S. CARES Act collected in April 2023.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

6.  Inventories

March 31, December 31,
2023 2022
Concentrates $ 1,912 $ 1,694
Finished goods 123 368
In-circuit work in progress 329 205
Ore stockpiles 1,571 898
Spare parts and supplies 5,792 5,670
$ 9,727 $ 8,835

The amount of inventories recognized in cost of sales was $17.8 million during the three-month period ended March 31, 2023 (2022: $16.6 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $0.3 million, and spare parts and supplies write-down to net realizable value of nil (2022: $0.1 million and nil, respectively).

7.  Property, plant and equipment

Corporate
Mining Non-producing Plant and Right-of-use office
interests properties equipment lease assets equipment Total
Cost
Balance at January 1, 2022 $ 208,266 $ 12,469 $ 110,273 $ 11,373 $ 240 $ 342,621
Asset additions 9,302 - 10,304 720 (4 ) 20,322
Change in decommissioning provision (2,156 ) - - - - (2,156 )
Balance at December 31, 2022 215,412 12,469 120,577 12,093 236 360,787
Asset additions 2,328 - 3,436 - - 5,764
Change in decommissioning provision 551 - - - - 551
Balance at March 31, 2023 $ 218,291 $ 12,469 $ 124,013 $ 12,093 $ 236 $ 367,102
Accumulated depreciation
and depletion
Balance at January 1, 2022 $ (101,091 ) $ - $ (57,755 ) $ (5,732 ) $ (130 ) $ (164,708 )
Depreciation/depletion for the year (9,918 ) - (10,077 ) (1,306 ) (39 ) (21,340 )
Impairment for the year (3,539 ) - (9,901 ) - - (13,440 )
Balance at December 31, 2022 (114,548 ) - (77,733 ) (7,038 ) (169 ) (199,488 )
Depreciation/depletion for the period (2,796 ) - (1,980 ) (332 ) (9 ) (5,117 )
Balance at March 31, 2023 $ (117,344 ) $ - $ (79,713 ) $ (7,370 ) $ (178 ) $ (204,605 )
Carrying value
at December 31, 2022 $ 100,864 $ 12,469 $ 42,844 $ 5,055 $ 67 $ 161,299
at March 31, 2023 $ 100,947 $ 12,469 $ 44,300 $ 4,723 $ 58 $ 162,497

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 three-month period ended March 31, 2023 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 is approximately $22.6 million, $11.7 million, and $2.7 million, respectively, as at March 31, 2023 (December 31, 2022: $22.5 million, $12.4 million, and $3.0 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at March 31, 2023, 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. 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 March 31, 2023, the fair value of the repurchase option was nil.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

The Company initially recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue and expected to recognize the amounts in revenue as performance obligations to metals delivery were satisfied over the term of the metals delivery and purchase agreements.

As at December 31, 2021, the Company derecognized the outstanding carrying value of deferred revenue, net of transaction costs, and recognized the fixed and variable deliveries of precious metals as a financial liability measured at fair value through profit or loss as the Company expected that metal deliveries to Sandstorm may no longer be satisfied through internal gold production alone. The fair value of the metals contract liability was determined using forward commodity pricing curves at the end of the fiscal 2021 reporting period resulting in $20.8 million loss to fair value on metals contract liability. A $2.6 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the three-month period ended March 31, 2023 (2022: $2.8 million loss).

On February 26, 2023, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $2.75 million per calendar quarter or up to $11.0 million in aggregate during fiscal 2023 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 12-month period from November 2025 to October 2026. The first calendar quarter advance of $2.75 million was drawn in March 2023 with further draws expected for subsequent quarters during fiscal 2023 as allowed under the amendment.

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

Three-month Year
period ended ended
March 31, December 31,
2023 2022
Net metals contract liability, beginning of period $ 30,989 $ 40,905
Advance increase (net of financing expense) 3,372 -
Delivery of metals produced (461 ) (3,278 )
Delivery of metals purchased (2,361 ) (7,436 )
Revaluation of metals contract liability 2,584 798
Net metals contract liability, end of period $ 34,123 $ 30,989
Current portion $ 12,236 $ 11,324
Non-current portion 21,887 19,665
$ 34,123 $ 30,989

9.  RoyCap convertible debenture

On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the “RoyCap Convertible Debenture”) to Royal Capital Management Corp. (“RoyCap”) 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 RoyCap 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 RoyCap’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 RoyCap’s option into the Company’s common shares at a conversion price of $3.35 CAD (the “Conversion Option”).

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

On inception, the RoyCap 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 RoyCap Convertible Debenture by increasing the principal balance by $6.3 million CAD to a total outstanding principal of $18.8 million CAD, in addition to amending its conversion price of $3.35 CAD to $1.48 CAD, and the terms to its Retraction Option retractable at a cumulative $0.3 million CAD per month to a cumulative $0.45 million CAD per month. All other material terms of the RoyCap Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the RoyCap 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 20, 2022, the Company amended the RoyCap Convertible Debenture by increasing the principal balance by $7.0 million CAD to a total outstanding principal of $25.8 million CAD, in addition to amending its interest rate of 8% per annum to 9.5% per annum, its conversion price of $1.48 CAD to $1.00 CAD, and the terms to its Retraction Option retractable at a cumulative $0.45 million CAD per month to a cumulative $0.5 million CAD per month with a beginning cumulated retraction balance of $1.5 million CAD. All other material terms of the RoyCap Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the RoyCap 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.

During the three-month period ended March 31, 2023, the principal amount of the RoyCap Convertible Debenture was reduced by $0.6 million CAD through partial exercises of the Retraction Option by RoyCap settled through issuance of 1,060,661 of the Company’s common shares in April 2023 (year ended December 31, 2022: $7.2 million CAD settled through issuance of 11,240,839 common shares).

The Company recognized a gain of $0.1 million for the three-month period ended March 31 2023 (2022: gain of $0.1 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 offtake agreement with Ocean Partners USA, Inc. of lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million with an initial term of three years at an interest of U.S. SOFR rate plus 6.95% per annum (the “Facility”) to fund general working capital at the Galena Complex. Principal on the Facility is repaid through semi-monthly installments deductible from concentrate deliveries or paid in cash and can be redrawn on a revolving basis. The Facility shall automatically extend for a full calendar year if there is an outstanding payment balance within 12 months of the maturity of the Facility. The Facility was drawn in full in February 2023.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

11.  Promissory note

On December 15, 2020, the Company issued a $5 million promissory note (the “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 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 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.

12.  Share capital

On May 17, 2021, the Company entered into an at-the-market offering agreement (the “May 2021 ATM Agreement”) where the Company may at its discretion and from time-to-time during the term of the May 2021 ATM Agreement, sell in the United States, through its agent, such number of common shares of the Company as would result in aggregate gross proceeds of up to $50.0 million. The May 2021 ATM Agreement expired on February 28, 2023 and the Company has received aggregate gross proceeds of $44.4 million through issuance of 44,085,122 common shares, with approximately $1.7 million in transaction costs incurred and offset against share capital.

During fiscal 2022, the Company closed quarterly non-brokered private placements with Sandstorm for total gross proceeds of $9.9 million through total issuance of 15,200,000 of the Company’s common shares priced at approximately $0.85 CAD per share.

a.   Authorized

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

March 31, December 31,
2023 2022
Issued
209,004,009 (2022: 204,455,721) common shares $ 451,692 $ 449,374
Nil (2022: Nil) preferred shares - -
$ 451,692 $ 449,374

Each non-voting preferred share is convertible, at the holder’s option, without payment of any additional consideration by the holder thereof, initially on a one-to-one basis into common shares, subject to adjustment, and in accordance with the terms of the non-voting preferred shares.

b.   Stock option plan

The number of shares reserved for issuance under the Company’s stock option plan is limited to 10% of the number of common shares which are issued and outstanding on the date of a particular grant of options. Under the plan, the Board of Directors determines the term of a stock option to a maximum of 10 years, the period of time during which the options may vest and become exercisable as well as the option exercise price which shall not be less than the closing price of the Company’s share on the Toronto Stock Exchange on the date immediately preceding the date of grant. The Compensation Committee determines and makes recommendations to the Board of Directors as to the recipients of, and nature and size of, share-based compensation awards in compliance with applicable securities law, stock exchange and other regulatory requirements.

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

Page | 10

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

Three-month Year
period ended ended
March 31, December 31,
2023 2022
Weighted Weighted
average average
exercise exercise
Number price Number price
(thousands) CAD (thousands) CAD
Balance, beginning of period 12,367 $ 2.40 12,579 $ 2.81
Granted 4,275 0.90 3,750 1.20
Expired (372 ) 3.10 (3,962 ) 2.56
Balance, end of period 16,270 $ 1.99 12,367 $ 2.40

The following table summarizes information on stock options outstanding and exercisable as at March 31, 2023:
Weighted Weighted
average average
Exercise exercise exercise
price Outstanding price Exercisable price
CAD (thousands) CAD (thousands) CAD
0.01 to 1.00 2.77 4,575 $ 0.89 1,525 $ 0.89
1.01 to 2.00 1.61 6,785 1.47 4,523 1.47
3.01 to 4.00 1.13 4,910 3.74 4,910 3.74
16,270 $ 1.99 10,958 $ 2.40

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 three-month period ended March 31, 2023 was $0.32 (2022: $0.44).

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

Three-month Three-month
period ended period ended
March 31, March 31,
2023 2022
Expected stock price volatility ^(1)^ 68 % 68 %
Risk free interest rate 3.48 % 1.64 %
Expected life 3 years 3 years
Expected forfeiture rate 3.85 % 3.48 %
Expected dividend yield 0 % 0 %
Share-based payments included in cost of sales $ - $ -
Share-based payments included in general and
administrative expenses 806 993
Total share-based payments $ 806 $ 993

Page | 11

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

(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 March 31, 2023 are as follows:

Number of Exercise Issuance Expiry
warrants price (CAD) date date
1,074,999 3.12 Oct 2018 Oct 1, 2023
200,793 0.94 Nov 2021 Nov 22, 2023
1,275,792

e.   Deferred Share Units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at March 31, 2023, 1,589,857 (December 31, 2022: 1,409,069) deferred share units are issued and outstanding.

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

Three-month Three-month
period ended period ended
March 31, March 31,
2023 2022
Basic weighted average number of shares 206,204,961 172,903,384
Effect of dilutive stock options and warrants - -
Diluted weighted average number of shares 206,204,961 172,903,384

Diluted weighted average number of common shares for the three-month period ended March 31, 2023 excludes nil anti-dilutive preferred shares (2022: nil), 16,270,000 anti-dilutive stock options (2022: 14,930,623) and 1,275,792 anti-dilutive warrants (2022: 4,218,822).

14.  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.

15.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2023 and 2022:

Page | 12

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

March 31, March 31,
2023 2022
Silver
Sales revenue $ 14,406 $ 10,279
Derivative pricing adjustments 257 769
14,663 11,048
Zinc
Sales revenue $ 9,955 $ 15,600
Derivative pricing adjustments (44 ) 1,648.00
9,911 17,248
Lead
Sales revenue $ 6,997 $ 8,666
Derivative pricing adjustments (121 ) 76
6,876 8,742
Other by-products
Sales revenue $ 322 $ 189
Derivative pricing adjustments 36 82
358 271
Total sales revenue $ 31,680 $ 34,734
Total derivative pricing adjustments 128 2,575
Gross revenue $ 31,808 $ 37,309
Treatment and selling costs (9,715 ) (10,873 )
$ 22,093 $ 26,436

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 19).

16.  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 periods ended March 31, 2023 and 2022:

March 31, March 31,
2023 2022
Salaries and employee benefits $ 8,405 $ 6,825
Contract services on site 3 3
Raw materials and consumables 8,159 6,276
Utilities 1,061 1,002
Other costs 1,509 2,129
Changes in inventories (1,675 ) 346
Inventory write-downs 322 38
$ 17,784 $ 16,619

17.  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 periods ended March 31, 2023 and 2022:

Page | 13

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

March 31, March 31,
2023 2022
Salaries and employee benefits $ 549 $ 554
Directors’ fees 86 97
Share-based payments 806 993
Professional fees 340 606
Office and general 570 399
$ 2,351 $ 2,649

18.  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 March 31, 2023 was 26.5% and for the year ended December 31, 2022 was 26.5%.

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

March 31, December 31,
2023 2022
Property, plant and equipment $ 808 $ 815
Other 380 333
Total deferred tax liabilities 1,188 1,148
Provisions and reserves (817 ) (800 )
Net deferred tax liabilities $ 371 $ 348

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.

19.  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.

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

(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.

Page | 14

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

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

March 31, 2023
Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 27,711 $ 27,711 $ - $ - $ -
Pre-payment facility 2,250 2,250 - - -
Promissory note 2,500 1,250 1,250 - -
Interest on promissory note 184 147 37 - -
RoyCap convertible debenture 12,636 - 12,636 - -
Interest on RoyCap convertible debenture 1,302 1,204 98 - -
Government loan 222 222 - - -
Metals contract liability 34,123 12,236 21,887 - -
Projected pension contributions 5,196 930 1,709 1,836 721
Decommissioning provision 20,155 - - - 20,155
Other long-term liabilities 1,765 - 741 456 568
$ 108,044 $ 45,950 $ 38,358 $ 2,292 $ 21,444

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

March 31, 2023
Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 1,945 $ 1,945 $ - $ - $ -
Other long-term liabilities 1,197 - 741 456 -
$ 3,142 $ 1,945 $ 741 $ 456 $ -

The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate ranging from 5% to 20% applied during the period:

Three-month Year
period ended ended
March 31, December 31,
2023 2022
Lease liabilities, beginning of period $ 3,142 $ 4,774
Additions - 720
Lease principal payments (581 ) (2,352 )
Lease interest payments (48 ) (1,040 )
Accretion on lease liabilities 629 1,040
Lease liabilities, end of period $ 3,142 $ 3,142

(iii)            Market risk

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

Page | 15

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

(1) Interest rate risk

The Company is subject to interest rate risk of the 3 months U.S. LIBOR rate plus 7% per annum from Cosalá Operations’ advance payments of concentrate, the 1 month U.S. SOFR rate plus 4% per annum from Galena Complex's advance payments of concentrate, and the 3 month U.S. SOFR rate plus 6.95% per annum from the Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at March 31 2023, 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 income (loss) or other comprehensive income (loss) due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

As at March 31, 2023
CAD MXN
Cash and cash equivalents $ 27 $ 1,347
Trade and other receivables 45 1,954
Trade and other payables 2,318 13,832

As at March 31, 2023, the CAD/USD and MXN/USD exchange rates were 1.35 and 18.11, respectively. The sensitivity of the Company’s net income (loss) and other comprehensive income (loss) due to changes in the exchange rates for the three-month period ended March 31, 2023 is included in the following table:

CAD/ MXN/
Exchange rate Exchange rate
Approximate impact on:
Net loss
Other comprehensive loss )

All values are in US Dollars.

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

As at March 31, 2023 and December 31, 2022, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the three-month periods ended March 31, 2023 and 2022, 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 March 31, 2023 the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.6 million (December 31, 2022: $0.6 million).

As at March 31, 2023 and December 31, 2022, the Company does not have any non-hedge commodity forward contracts outstanding. During the three-month periods ended March 31, 2023 and 2022, the Company did not settle any non-hedge commodity forward contracts.

Page | 16

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

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 three-month period ended March 31, 2023 was nil (2022: 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 three-month period ended March 31, 2023 was a gain of $0.1 million (2022: gain of $0.1 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<br> 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<br> 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<br> curves at end of the reporting period.
--- ---
• Convertible debenture and promissory note: The principal portion of the convertible debenture and promissory note are initially measured at fair value and subsequently carried at amortized cost.
--- ---
• 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<br> 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<br> 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<br> at market prices at the valuation date.
--- ---

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

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or<br> 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<br> that are derived principally from or corroborated by observable market data or other means.
--- ---
• Level 3 inputs are unobservable (supported by little or no market activity).
--- ---

Page | 17

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

March 31, December 31,
2023 2022
Level 1
Cash and cash equivalents $ 3,393 $ 1,964
Restricted cash 4,190 4,139
Level 2
Trade and other receivables 9,656 11,552
Derivative instruments 868 991
Metals contract liability 34,123 30,989
Amortized cost
Pre-payment facility 2,250 -
Promissory note 2,500 2,500
Government loan 222 222
RoyCap convertible debenture 9,852 9,621

20.  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 periods ended March 31, 2023 and 2022 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2023 and December 31, 2022, and for the three-month periods ended March 31, 2023 and 2022. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

As at March 31, 2023 As at December 31, 2022
Cosalá<br><br> <br>Operations Galena<br><br> <br>Complex Relief<br><br> <br>Canyon Corporate<br><br> <br>and Other Total Cosalá<br><br> <br>Operations Galena<br><br> <br>Complex Relief<br><br> <br>Canyon Corporate<br><br> <br>and Other Total
Cash and cash equivalents $ 1,752 $ 984 $ 475 $ 182 $ 3,393 $ 317 $ 204 $ 717 $ 726 $ 1,964
Trade and other receivables 5,916 3,694 1 45 9,656 3,921 7,593 - 38 11,552
Inventories 6,364 2,771 592 - 9,727 5,390 2,727 718 - 8,835
Prepaid expenses 744 690 746 349 2,529 745 1,232 452 601 3,030
Restricted cash 151 53 3,986 - 4,190 141 53 3,945 - 4,139
Property, plant and equipment 51,525 73,194 37,064 714 162,497 52,141 70,479 37,927 752 161,299
Total assets $ 66,452 $ 81,386 $ 42,864 $ 1,290 $ 191,992 $ 62,655 $ 82,288 $ 43,759 $ 2,117 $ 190,819
Trade and other payables $ 14,869 $ 6,445 $ 3,224 $ 3,173 $ 27,711 $ 12,861 $ 8,029 $ 2,658 $ 3,512 $ 27,060
Derivative instruments - - - 868 868 - - - 991 991
Shares pending issuance from retraction - - - 502 502 - - - - -
Pre-payment facility - 2,250 - - 2,250 - - - - -
Other long-term liabilities - 1,173 - 592 1,765 - 1,192 - 623 1,815
Metals contract liability - - - 34,123 34,123 - - - 30,989 30,989
RoyCap convertible debenture - - - 9,852 9,852 - - - 9,621 9,621
Promissory note - - - 2,500 2,500 - - - 2,500 2,500
Government loan - 222 - - 222 - 222 - - 222
Post-employment benefit obligations - 7,487 - - 7,487 - 6,969 - - 6,969
Decommissioning provision 2,276 5,941 4,190 - 12,407 2,070 5,603 4,042 - 11,715
Deferred tax liabilities 371 - - - 371 348 - - - 348
Total liabilities $ 17,516 $ 23,518 $ 7,414 $ 51,610 $ 100,058 $ 15,279 $ 22,015 $ 6,700 $ 48,236 $ 92,230

Page | 18

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2023 and 2022

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

Three-month period ended March 31, 2023 Three-month period ended March 31, 2022
Cosalá<br><br> <br>Operations Galena<br><br> <br>Complex Relief<br><br> <br>Canyon Corporate<br><br> <br>and Other Total Cosalá<br><br> <br>Operations Galena<br><br> Complex Relief<br><br> <br>Canyon Corporate<br><br> <br>and Other Total
Revenue $ 11,012 $ 11,009 $ 72 $ - $ 22,093 $ 16,111 $ 10,297 $ 28 $ - $ 26,436
Cost of sales (7,582 ) (9,897 ) (305 ) - (17,784 ) (7,859 ) (8,695 ) (65 ) - (16,619 )
Depletion and amortization (1,955 ) (2,150 ) (973 ) (39 ) (5,117 ) (1,763 ) (2,144 ) (1,814 ) (39 ) (5,760 )
Care and maintenance costs - (111 ) (1,025 ) - (1,136 ) - (188 ) (1,135 ) - (1,323 )
Corporate general and administrative - - - (2,351 ) (2,351 ) - - - (2,649 ) (2,649 )
Exploration costs (119 ) (514 ) (22 ) - (655 ) (434 ) (571 ) (81 ) - (1,086 )
Accretion on decommissioning provision (49 ) (53 ) (39 ) - (141 ) (38 ) (29 ) (17 ) - (84 )
Interest and financing expense (65 ) (64 ) (620 ) (1,581 ) (2,330 ) (27 ) (14 ) (159 ) (827 ) (1,027 )
Foreign exchange gain (loss) (493 ) - - 42 (451 ) 62 - - 648 710
Loss on metals contract liability - - - (2,554 ) (2,554 ) - - - (2,752 ) (2,752 )
Other gain on derivatives - - - 92 92 - - - 22 22
Gain on government loan forgiveness - - - - - - 4,277 - - 4,277
Income (loss) before income taxes 749 (1,780 ) (2,912 ) (6,391 ) (10,334 ) 6,052 2,933 (3,243 ) (5,597 ) 145
Income tax expense (190 ) - - - (190 ) (441 ) - - - (441 )
Net income (loss) for the period $ 559 $ (1,780 ) $ (2,912 ) $ (6,391 ) $ (10,524 ) $ 5,611 $ 2,933 $ (3,243 ) $ (5,597 ) $ (296 )

c.   Major customers

For the three-month period ended March 31, 2023, the Company sold concentrates and finished goods to two major customers accounting for 50% of revenues from Cosalá Operations and 50% of revenues from Galena Complex (2022: one major customer accounting for 99% of revenues from Cosalá Operations and Galena Complex).

21.  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 $10.9 million (MXN 196.8 million), of which $4.7 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.2 million (MXN 94.6 million) of their original reassessment. The remaining $5.6 million (MXN 102.2 million) consists of $4.7 million (MXN 84.4 million) related to transactions with certain suppliers and $1.0 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $1.0 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.7 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 March 31, 2023, the accrued liability of the probable obligation was $1.0 million (December 31, 2022: $1.0 million).

22.  Subsequent events

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

Page | 19

Exhibit 99.2

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2023

DATED MAY 15, 2023

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 12
Capital Resources 14
Off-Balance Sheet Arrangements 15
Transactions with Related Parties 15
Risk Factors 15
Accounting Standards and Pronouncements 16
Financial Instruments 16
Capital Structure 16
Controls and Procedures 16
Technical Information 17
Non-GAAP and Other Financial Measures 17

Unless otherwise indicated, in this Management Discussion and Analysis all reference 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

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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; the Company’s testing work (and receipt of the results thereof), production, development plans and performance expectations at the Relief Canyon mine and its ability to operate, finance, develop and operate Relief Canyon, including the timing and conclusions of the technical studies, data compilation and analysis occurring at Relief Canyon 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 Galena hoist project on its expected schedule and updated 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; 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 the Galena Complex and 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.

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 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; and risks relating to climate change and the legislation governing it.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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 months ended March 31, 2023, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 15, 2023 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three months ended March 31, 2023 and 2022. The unaudited condensed interim consolidated financial statements for the three ended March 31, 2023 and 2022 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 are available on SEDAR at www.sedar.com, 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

Management’s Discussion & Analysis

For the three months ended March 31, 2023

In this report, the management of the Company presents operating highlights for the three months ended March 31, 2023 (“Q1-2023”) compared to the three months ended March 31, 2022 (“Q1-2022”) 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 is advancing technical studies at the Relief Canyon mine (“Relief Canyon”) in Nevada, USA following a suspension of mining activities in August 2021.

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 with an initial contribution of $15 million to fund capital improvements. The goal of the joint venture agreement is 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 Zone 120 silver-copper deposit and the El Cajón silver-copper deposit. These properties are located in close proximity to the Los Braceros processing plant. The Company restarted the Cosalá Operations in Q4-2021 following the signing of an accord with the SNM Union and witnessed by the Mexican Ministries of Economy, Interior and Labour on July 6, 2021. The Company also owns a 100% interest in the San Felipe development project in Sonora, Mexico, which it acquired on October 8, 2020.

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

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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 with the Recapitalization Plan, as well as resolving technical challenges at Relief Canyon. 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

Q1-2023 Highlights

• Revenue of $22.1 million for Q1-2023 representing a decrease of $4.3 million in revenue primarily due to lower realized metals prices during the period, and lower zinc and lead production at the Cosalá Operations and a 17-day maintenance shutdown.
• A net loss of $10.5 million for Q1-2023, or an attributable loss of $0.05 per share representing an increase in net loss of $10.2 million compared to Q1-2022, primarily due to $4.3 million lower prices and<br> lower net revenue, $4.3 million prior period gain on government loan forgiveness, and $1.3 million higher financing expense and lease accretion.
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• Consolidated attributable production of approximately 1.2 million ounces of silver equivalent^1^, including 0.5 million ounces of silver, 7.2 million pounds of zinc and 5.5 million pounds of lead, with<br> cost of sales of $11.43/oz silver equivalent produced^1^, cash costs of $11.18/oz silver produced^1^ and all-in sustaining costs of $16.87/oz silver produced^1^ during the quarter.
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• Despite a large increase in silver production during the quarter, the Cosalá Operations was impacted by a 17-day maintenance shutdown of its tailings facility in February in order to perform remedial work on a<br> decant tunnel.
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• The Galena hoist project remains on track to be completed and be fully operational by the end of Q2-2023. This improvement will support plans to increase production, improve operational flexibility, and improve<br> operational economics due to the benefits of scaling production on the existing cost base.
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• Net cash generated from operating activities^1^ improved by $3.5 million to $1.7 million during Q1-2023 compared to net cash used in operating activities of $1.8 million during Q1-2022.
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• The Company had a cash and cash equivalents balance of $3.4 million and working capital^1^ deficit of $19.7 million as at March 31, 2023.
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Q1-2023 continued to be challenging due to the decrease in precious and base metals prices as investors adjusted capital flows and allocations in response to heightened recession expectations, changes in global interest rates, potential bank closures in the United States, and the Russian invasion of the Ukraine, among other macroeconomic events. The market price of silver decreased by 16% to averaging $21.92 per ounce in March 2023 from a high of $26.18 per ounce in March 2022. The market prices of both zinc and lead also significantly decreased this period: zinc decreased from over $2/lb in March 2022 to averaging $1.34/lb in March 2023 (33% decrease), and lead prices decreased from over $1.10/lb in February 2022 to averaging $0.96/lb in March 2023 (13% decrease). The Company is dependant on precious and base metal prices for profitability and liquidity.

^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

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Cosalá Operations

The Cosalá Operations produced approximately 265,000 ounces of silver, 7.2 million pounds of zinc and 2.7 million pounds of lead in Q1-2023, compared to approximately 127,000 ounces of silver (109% increase in silver production), 9.6 million pounds of zinc and 3.9 million pounds of lead in Q1-2022, benefitting from more production from the higher-grade silver areas in the Upper Zone of the San Rafael mine.

Production at the Cosalá Operations during Q1-2023 was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on a decant tunnel as part of the long-term environmental plan at the operations. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

Galena Complex

The Galena Complex produced approximately 391,000 ounces of silver and 4.7 million pounds of lead in Q1-2023, compared to approximately 289,000 ounces of silver (a 35% increase in silver production) and 4.1 million pounds of lead in Q1-2022. These increases highlight the initial benefit and further potential of increased production from the Galena Recapitalization Plan which is expected to be fully realized over the next few years.

The Company began mining the 3700 Level high-grade silver ore in mid-December 2022 and recently started development on the 4300 Level to access the Upper 360 Complex reserve area. The 4300 Level mining front will increase the number of producing stopes and boost production output to coincide with the completion of the Galena hoist. The Galena hoist project remains on track to be completed and be fully operational by the end of Q2-2023. Once it becomes fully operational, the Galena hoist will increase hoisting capacity at the Galena Complex, support plans to increase production and improve operational flexibility. Cash costs per ounce at the Galena Complex are also anticipated to decrease with the completion of the Galena replacement hoist as the benefits of scaling economies on the existing cost base with higher grade silver ore are realized.

The Galena Complex resumed mining operations following a tragic incident which resulted in the fatality of an underground miner on April 11, 2023.  The Company continues to work closely with the Mine Safety and Health Administration (MSHA) to investigate this incident.

Galena Exploration Update

A diamond drill was relocated during the first quarter to the 4900 Level, while development to the final planned drill station on the 5500 Level is completed, to drill the projected down dip extension of the 360 Complex. This drill is also targeting the Caladay Zone which has historically been underexplored and is located east of all existing production workings. Hole 49-626 encountered high-grade mineralization approximately 10 meters above the 5500 Level and approximately 350 meters east of the nearest development on the 5500 Level. This area contains no current mineral reserve or mineral resource and has potential to be a new high-grade zone production zone for the property.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

o 49-626: 650 g/t silver and 11.0% lead (1,054 g/t AgEq^2^) over 7.7 m^3^

including: 1,209 g/t silver and 16.3% lead (1,815 g/t AgEq) over 0.6 m

including: 521 g/t silver and 6.4% lead (759 g/t AgEq) over 1.1 m

including: 1,797 g/t silver and 27.5% lead (2,817 g/t AgEq) over 1.0 m

including: 1,005 g/t silver and 25.1% lead (1,914 g/t AgEq) over 0.8 m

o 49-627: 203 g/t silver and 12.5% lead (653 g/t AgEq) over 1.8 m

and: 335 g/t silver and 12.3% lead (777 g/t AgEq) over 0.9 m

and: 185 g/t silver and 8.3% lead (484 g/t AgEq) over 1.3 m

and: 744 g/t silver and 35.8% lead (2,033 g/t AgEq) over 0.7 m

In addition to successful drilling from the 4900 Level testing the Caladay Zone and deep 360 Complex, the Company is also targeting the 360 Complex between modeled mineral reserve areas on the 4300 and 4900 Levels. Hole 46-324 provided impressive intercepts which corresponded with geological projections.

o 46-324: 400 g/t silver and 15.0% lead (942 g/t AgEq) over 1.1 m

and: 299 g/t silver and 12.0% lead (731 g/t AgEq) over 7.3 m

including: 415 g/t silver and 14.4% lead (934 g/t AgEq) over 1.1 m

including: 521 g/t silver and 24.5% lead (1,404 g/t AgEq) over 1.1 m

A full table of the Company’s latest drill results can be found at:

https://americas-gold.com/site/assets/files/4297/dr20230404.pdf.

The Company’s latest 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.

Relief Canyon Update

The Company is continuing efforts to resolve metallurgical challenges experienced at Relief Canyon. Relief Canyon suspended mining operations as of August 13, 2021 with approval by the Board of Directors. The Company continues leaching operations and working to improve recovery through ongoing technical studies and metallurgical test programs. These technical studies have not yet identified an economical path to resuming near-term production. The Company will reassess the status of the operation as the results of these efforts (and others) become available and the results are evaluated.

Other Items During Fiscal 2023

On May 17, 2021, the Company announced it had entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC, acting as the lead agent, and Roth Capital Partners, LLC, as agent, pursuant to which the Company established an at-the-market equity program for aggregate gross proceeds to the Company of up to $50.0 million. This agreement expired on February 28, 2023 and approximately 44.1 million common shares were sold pursuant to the ATM Agreement with an average price per common share of approximately $1.01 for gross proceeds of approximately $44.4 million.

^2^ AgEq for drilling results only were calculated using metal prices of $20.00/oz silver, $3.00/lb copper and $1.05/lb lead and equivalent metallurgical recoveries were assumed for all metals (silver, lead and copper). Otherwise 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^ Meters represent “True Width” which is calculated for significant intercepts only and based on orientation axis of core across the estimated dip of the vein.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

On December 12, 2022, the Company amended its existing offtake agreement with Ocean Partners USA, Inc. for lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million (the “Facility”) to fund general working capital at the Galena Complex. Principal on the Facility is being repaid through semi-monthly installments deductible from concentrate deliveries primarily and can be redrawn on a revolving basis. The Facility was drawn in full in February 2023.

On February 26, 2023, the Company amended its metals delivery agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“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 (2025+). The first calendar quarter advance of $2.75 million was drawn in March 2023 with further draws expected for subsequent quarters during fiscal 2023 as allowed under the amendment.

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

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

2023 Guidance and 2024 Outlook

2023 Guidance1
Silver Production (oz) 2.2 - 2.6 Moz
Zinc Production (lb) 33 - 37 Mlb
Lead Production (lb) 22 - 26 Mlb
Copper Production (lb) -
Silver Equivalent Production (oz) 5.5 - 6 Moz
Cash Costs/Ag Oz Production ($/oz) 8.00 - 9.00/oz
Capital Expenditures - Sustaining ($) 9 - 10 M
Capital Expenditures - Discretionary ($) 3 - 4 M
Exploration Drilling - Discretionary ($) 3 - 4 M

All values are in US Dollars.

^1^Throughout this MD&A, guidance for 2023 and outlook for 2024 was based on production of the Cosalá Operations at 100% and the Galena Complex at 60% (40% owned by Sprott), and silver equivalent production for guidance and outlook was calculated based on $22.00/oz silver, $1.45/lb zinc, $1.00/lb lead, and $3.75/lb copper.

The Company’s production guidance for 2023 remains unchanged with consolidated attributable silver equivalent production expected to range between 5.5 to 6 million ounces and with consolidated attributable silver production expected to range between 2.2 and 2.6 million ounces.

The Company anticipates consolidated silver equivalent production to further increase in 2024 benefitting from a full year of the increased hoisting capacity following the completion of the Galena hoist and higher silver contribution from the Cosalá Operations. Consolidated silver equivalent production for 2024 is expected to range between 6.5 to 7 million ounces.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Consolidated Results and Developments

Q1-2023 Q1-2022
Revenue ( M) 22.1 $ 26.4
Silver Produced (oz)1 499,677 300,316
Zinc Produced (lb)1 7,224,532 9,573,243
Lead Produced (lb)1 5,542,369 6,367,477
Total Silver Equivalent Produced (/oz)1,2 1,183,125 1,274,470
Cost of Sales/Ag Eq Oz Produced (/oz)1,3 11.43 $ 10.26
Cash Costs/Ag Oz Produced (/oz)1,3 11.18 $ (9.55 )
All-In Sustaining Costs/Ag Oz Produced (/oz)1,3 16.87 $ (2.67 )
Net Loss ( M) (10.5 ) $ (0.3 )
Comprehensive Income (Loss) ( M) (11.1 ) $ 2.8

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.

Consolidated attributable silver production during Q1-2023 increased by 66% compared to the same period in Q1-2022. Consolidated attributable silver equivalent production during Q1-2023 decreased by 7% compared to Q1-2022. Despite the large increase in silver production, Q1-2023 production was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on a decant tunnel as part of the long-term environmental plan at the operations. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

Revenue decreased by $4.3 million or 16% to $22.1 million for the three months ended March 31, 2023 from $26.4 million for the three months ended March 31, 2022. The decrease was primarily due to lower realized metals prices during the period and lower zinc and lead production at the Cosalá Operations from a 17-day maintenance shutdown. The average realized silver, zinc, and lead prices^4^ decreased by 6%, 18%, and 8%, respectively from Q1-2022 to Q1-2023. The average realized silver price of $22.56/oz. for Q1-2023 (Q1-2022 – $23.90/oz.) is comparable to the average London silver spot price of $22.56/oz. for Q1-2023 (Q1-2022 – $23.94/oz.).

The Company recorded a net loss of $10.5 million for the three months ended March 31, 2023 compared to a net loss of $0.3 million for the three months ended March 31, 2022. The increase in net loss was primarily attributable to lower prices and lower net revenue, higher cost of sales, higher interest and financing expense, higher foreign exchange loss, and prior period gain on government loan forgiveness, offset in part by lower depletion and amortization, lower corporate general and administrative expenses, and lower exploration costs. These variances are further discussed in the following sections.

^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

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Cosalá Operations

Q1-2023 Q1-2022
Tonnes Milled 126,281 140,592
Silver Grade (g/t) 90 52
Zinc Grade (%) 3.27 3.96
Lead Grade (%) 1.38 1.78
Silver Recovery (%) 72.6 53.9
Zinc Recovery (%) 79.3 78.1
Lead Recovery (%) 70.9 70.1
Silver Produced (oz) 265,121 126,767
Zinc Produced (lb) 7,224,532 9,573,243
Lead Produced (lb) 2,716,797 3,878,247
Total Silver Equivalent Produced (/oz)1,2 827,568 990,200
Silver Sold (oz) 238,199 123,277
Zinc Sold (lb) 7,042,978 9,148,830
Lead Sold (lb) 2,612,243 3,764,955
Cost of Sales/Ag Eq Oz Produced (/oz)2 9.16 $ 7.94
Cash Costs/Ag Oz Produced (/oz)2 4.61 $ (48.86 )
All-In Sustaining Costs/Ag Oz Produced (/oz)2 9.52 $ (42.51 )

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.

The Cosalá Operations benefitted from more production from the higher-grade silver areas in the Upper Zone of the San Rafael mine producing an 109% increase in silver production compared to Q1-2022, though with lower production of zinc and lead due to lower base metal grades associated with that area of the mine.

Production at the Cosalá Operations during Q1-2023 was impacted by a 17-day maintenance shutdown of the Cosalá Operations tailings facility in February in order to perform remedial work on the decant tunnel as part of the long-term environmental plan at the operations. This temporary shutdown allowed the San Rafael mine to rebuild stockpiles that had been drawn down in 2022 and allowed scheduled maintenance to be carried out at the Los Braceros mill, setting the operation up for a strong remainder of 2023.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Galena Complex

Q1-2023 Q1-2022
Tonnes Milled 31,201 29,800
Silver Grade (g/t) 400 311
Lead Grade (%) 7.30 6.66
Silver Recovery (%) 97.5 97.2
Lead Recovery (%) 93.8 94.9
Silver Produced (oz) 390,927 289,249
Lead Produced (lb) 4,709,287 4,148,717
Total Silver Equivalent Produced (/oz)1,2 592,595 473,783
Silver Sold (oz) 400,400 304,897
Lead Sold (lb) 4,639,219 4,420,752
Cost of Sales/Ag Eq Oz Produced (/oz)2 16.70 $ 18.35
Cash Costs/Ag Oz Produced (/oz)2 18.59 $ 19.17
All-In Sustaining Costs/Ag Oz Produced (/oz)2 25.18 $ 26.44
All-In Sustaining Costs with Galena
Recapitalization Plan/Ag Oz Produced (/oz)2 31.74 $ 31.79

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.

The Galena Complex increased silver production by over 35% in Q1-2023, producing approximately 391,000 ounces of silver and 4.7 million pounds of lead. These increases highlight the initial benefit to production from the Galena Recapitalization Plan which is expected to be fully realized over the next few years.

The Company began mining the 3700 Level high-grade silver ore in mid-December 2022 and recently started development on the 4300 Level to access the Upper 360 Complex reserve area. The 4300 Level mining front will increase the number of producing stopes and boost production output to coincide with the completion of the Galena hoist. The Galena hoist project remains on track to be completed and be fully operational by the end of Q2-2023. Once it becomes fully operational, the Galena hoist will increase hoisting capacity at the Galena Complex, support plans to increase production and improve operational flexibility. Cash costs per ounce at the Galena Complex are also anticipated to decrease with the completion of the Galena replacement hoist as the benefits of scaling economies on the existing cost base with higher grade silver ore are realized.

Results of Operations

Analysis of the three months ended March 31, 2023 vs. the three months ended March 31, 2022

The Company recorded a net loss of $10.5 million for the three months ended March 31, 2023 compared to a net loss of $0.3 million for the three months ended March 31, 2022. The increase in net loss was primarily attributable to lower prices and net revenue ($4.3 million), higher cost of sales ($1.2 million), higher interest and financing expense ($1.3 million), higher foreign exchange loss ($1.2 million), and prior period gain on government loan forgiveness ($4.3 million), offset in part by lower depletion and amortization ($0.7 million), each of which are described in more detail below.

Revenue decreased by $4.3 million to $22.1 million for the three months ended March 31, 2023 from $26.4 million for the three months ended March 31, 2022. The decrease was primarily due to $5.1 million decrease in revenue from the Cosalá Operations from lower realized metals prices during the period and lower zinc and lead production from a 17-day maintenance shutdown, offset by $0.7 million increase in revenue from the Galena Complex from higher silver and lead production during the period.

Page | 10

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Cost of sales increased by $1.2 million to $17.8 million for the three months ended March 31, 2023 from $16.6 million for the three months ended March 31, 2022. The increase was primarily due to $1.2 million increase in cost of sales from the Galena Complex due to increase in operating costs.

Depletion and amortization decreased by $0.7 million to $5.1 million for the three months ended March 31, 2023 from $5.8 million for the three months ended March 31, 2022. The decrease was primarily due to $0.8 million decrease in depletion and amortization from the Relief Canyon mine following write down of its net asset carrying amount in fiscal 2022.

Interest and financing expense increased by $1.3 million mainly due to higher financing expense and lease accretion recognized during the period.

Foreign exchange loss increased by $1.2 million to a $0.5 million loss for the three months ended March 31, 2023 from a $0.7 million gain for the three months ended March 31, 2022 mainly due to material changes in foreign exchange rates during the period impacting valuation of non-functional currency instruments from the Company’s Canadian subsidiaries.

Gain on government loan forgiveness of $4.3 million was recorded during fiscal 2022 as forgiveness of the Company’s loan through the Paycheck Protection Program from the U.S. CARES Act was confirmed during the period.

Page | 11

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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 March 31, 2023.

Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2
2023 2022 2022 2022 2022 2021 ^1,5^ 2021 ^1,5^ 2021 ^1,5^
Revenue ( M) 22.1 $ 20.3 $ 18.3 $ 20.0 $ 26.4 $ 14.2 $ 10.9 $ 9.5
Net Loss ( M) (10.5 ) (11.0 ) (24.6 ) (9.3 ) (0.3 ) (32.4 ) (18.6 ) (17.8 )
Comprehensive Income (Loss) ( M) (11.1 ) (14.3 ) (20.1 ) (7.0 ) 2.8 (34.9 ) (19.1 ) (18.7 )
Silver Produced (oz)2 499,677 377,353 331,304 299,228 300,316 61,001 - -
Zinc Produced (lb)2 7,224,532 10,369,679 9,434,924 9,941,949 9,573,243 4,164,185 - -
Lead Produced (lb)2 5,542,369 5,926,134 5,865,288 6,447,775 6,367,477 1,672,806 - -
Cost of Sales/Ag Eq Oz Produced (/oz)2,3,4 11.43 $ 9.20 $ 10.33 $ 9.76 $ 10.26 $ 7.47 - -
Cash Costs/Ag Oz Produced (/oz)2,3,4 11.18 $ 3.62 $ 10.01 $ (2.72 ) $ (9.55 ) $ (18.53 ) - -
All-In Sustaining Costs/Ag Oz Produced (/oz)2,3,4 16.87 $ 14.89 $ 18.66 $ 5.37 $ (2.67 ) $ (14.67 ) - -
Current Assets (qtr. end) ( M) 25.3 $ 25.4 $ 19.3 $ 29.1 $ 29.0 $ 23.5 $ 28.3 $ 29.4
Current Liabilities (qtr. end) ( M) 45.0 42.1 36.0 38.1 33.5 45.6 38.2 39.0
Working Capital (qtr. end) ( M) (19.7 ) (16.7 ) (16.7 ) (9.0 ) (4.5 ) (22.1 ) (9.9 ) (9.6 )
Total Assets (qtr. end) ( M) 192.0 $ 190.8 $ 186.5 $ 209.4 $ 215.8 $ 213.4 $ 205.5 $ 207.7
Total Liabilities (qtr. end) ( M) 100.1 92.2 81.0 90.2 93.7 109.6 80.8 83.3
Total Equity (qtr. end) ( M) 91.9 98.6 105.5 119.2 122.1 103.8 124.7 124.4

All values are in US Dollars.

^1^Production results are nil for the Cosalá Operations from Q2-2020 to Q3-2021 due to it being placed under care and maintenance effective February 2020 as a result of the illegal blockade and exclude the Galena Complex due to suspension of certain operating metrics during the Galena Recapitalization Plan implementation.

^2^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).

^3^Costs per ounce measurements during Q4-2021 were based on operating results starting from December 1, 2021 following return to nameplate production of the Cosalá Operations. Throughout this MD&A, all other production results from the Cosalá Operations during Q4-2021 were determined based on total production during the period.

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

^5^Certain fiscal 2021 amounts were adjusted through changes in accounting policies. See “Accounting Standards and Pronouncements” section for further information.

Liquidity

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

Opening cash balance as at December 31, 2022 $ 2.0
Cash used in operations (0.1 )
Expenditures on property, plant and equipment (5.8 )
Lease payments (0.6 )
At-the-market offering 2.3
Pre-payment facility 2.2
Metals contract liability 0.4
Contribution from non-controlling interests 1.3
Decrease in trade and other receivables 1.9
Change in inventories (1.7 )
Change in prepaid expenses 0.5
Change in trade and other payables 1.0
Closing cash balance as at March 31, 2023 $ 3.4

The Company’s cash and cash equivalents balance increased from $2.0 million to $3.4 million since December 31, 2022 with a working capital deficit of $19.7 million mainly due net proceeds received from the at-the-market offering, pre-payment facility, and contribution from non-controlling interests. This increase was offset by expenditures of property, plant and equipment (including the Galena hoist project). Current liabilities as at March 31, 2023 were $45.0 million which is $2.9 million higher than at December 31, 2022, principally due to net proceeds received from the outstanding pre-payment facility.

Page | 12

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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 hoist installation and the expected increase in hoisting capacity. At March 31, 2023, the Company does not have sufficient liquidity on hand to fund its expected operations for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations. Since 2020 to year-to-date 2023, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. The Company issued an aggregate of $25.75 million CAD 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 expected 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.  In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project is finalized on the currently anticipated timing and budget and the Galena Complex is optimized on our current plans, and the outlook for silver, zinc, copper, and lead prices remains positive, the Company believes that cash flow will be sufficient to fund ongoing operations. However, additional impairments to the carrying value of the Company’s mining interests and property and equipment may also be required depending on ongoing technical studies at Relief Canyon, or if precious and/or base metal prices decrease from their current levels.

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

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

Page | 13

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Post-Employment Benefit Obligations

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 14 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2022). 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 $0.9 million per year for each of the next 5 years (excluding fiscal 2022 funding requirements paid in January 2023), with approximately $0.2 million funded during fiscal 2023 (as of May 15, 2023). 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 Q1-2023 and adjusted by approximately $0.4 million as a result of unrealized gains on returns net of decreases to interest rates set by central banks and governments globally. The Company expects to continue to review the pension valuation quarterly.

Capital Resources

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

The Company made capital expenditures of $5.8 million during the three months ended March 31, 2023 (2022: $3.5 million). Money was spent on purchase of property, plant and equipment mostly associated with the Galena Complex Recapitalization Plan.

Page | 14

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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

Less than Over 5
Total 1 year 2-3 years 4-5 years years
Trade and other payables $ 27,711 $ 27,711 $ - $ - $ -
Pre-payment facility 2,250 $ 2,250 - - -
Promissory note 2,500 1,250 1,250 - -
Interest on promissory note 184 147 37 - -
RoyCap convertible debenture 12,636 - 12,636 - -
Interest on RoyCap convertible debenture 1,302 1,204 98 - -
Government loan 222 222 - - -
Metals contract liability 34,123 12,236 21,887 - -
Projected pension contributions 5,196 930 1,709 1,836 721
Decommissioning provision 20,155 - - - 20,155
Other long-term liabilities 1,765 - 741 456 568
Total $ 108,044 $ 45,950 $ 38,358 $ 2,292 $ 21,444

1 – Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details available in Note 19 of the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2023.

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

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.

Transactions with Related Parties

There were no related party transactions for the three months ended March 31, 2023.

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.sedar.com, 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 30, 2023 or the Company’s MD&A for the year ended December 31, 2022 dated March 15, 2023. Any of these risk elements could have material adverse effects on the business of the Company. See note 24 – Financial risk management of the Company’s audited consolidated financial statements for the year ended December 31, 2022 and note 19 – Financial risk management of the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2023 and 2022.

The Company’s condensed interim consolidated financial statements for the three months ended March 31, 2023 and 2022 contain going concern disclosure

The Company’s condensed interim consolidated financial statements for the three months ended March 31, 2023 and 2022 contain disclosure related to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional  capital,  achieve  sustainable  revenues  and  profitable  operations,  and  obtain  the  necessary financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability  to  carry  out and implement  planned  business objectives and  strategies will  be significantly delayed, limited or may not occur. These circumstances cast substantial doubt on the Company’s ability to continue as a going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. 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.

Page | 15

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Accounting Standards and Pronouncements

Accounting standards issued but not yet applied

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

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods.

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 March 31, 2023, the Company does not have any non-hedge foreign exchange or commodity forward contracts outstanding.

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 March 31, 2023, there were 209,004,009 common shares and nil preferred shares issued and outstanding.

As at May 15, 2023, there were 211,428,158 common shares and nil preferred shares issued and outstanding, and 16,270,000 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 1,275,792.

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 March 31, 2023, the Company’s CEO and CFO have certified that the DC&P are effective and that during the period ended March 31, 2023, 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.

Page | 16

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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 Daren Dell, P.Eng., Chief Operating Officer of the Company. Mr. Dell 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.sedar.com, 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.

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 calculate 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.

Page | 17

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Reconciliation of Average Realized Silver, Zinc and Lead Prices
Q1-2023 Q1-2022
Gross silver sales revenue ('000) $ 14,406 $ 10,247
Payable metals and fixed pricing adjustments ('000) 1 (15 )
Payable silver sales revenue ('000) $ 14,407 $ 10,232
Divided by silver sold (oz) 638,599 428,174
Average realized silver price ($/oz) $ 22.56 $ 23.90
Q1-2023 Q1-2022
Gross zinc sales revenue ('000) $ 9,955 $ 15,600
Payable metals and fixed pricing adjustments ('000) 9 13
Payable zinc sales revenue ('000) $ 9,964 $ 15,613
Divided by zinc sold (lb) 7,042,978 9,148,830
Average realized zinc price ($/lb) $ 1.41 $ 1.71
Q1-2023 Q1-2022
Gross lead sales revenue ('000) $ 6,997 $ 8,666
Payable metals and fixed pricing adjustments ('000) 7 (7 )
Payable lead sales revenue ('000) $ 7,004 $ 8,659
Divided by lead sold (lb) 7,251,462 8,185,707
Average realized lead price ($/lb) $ 0.97 $ 1.06

Cost of Sales/Ag Eq Oz Produced

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

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Produced^1^
Q1-2023 Q1-2022
Cost of sales ('000) $ 17,479 $ 16,554
Less non-controlling interests portion ('000) (3,959 ) (3,478 )
Attributable cost of sales ('000) $ 13,520 $ 13,076
Divided by silver equivalent produced (oz) 1,183,125 1,274,470
Cost of sales/Ag Eq oz produced ($/oz) $ 11.43 $ 10.26
Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Produced
--- --- --- --- ---
Q1-2023 Q1-2022
Cost of sales ('000) $ 7,582 $ 7,859
Divided by silver equivalent produced (oz) 827,568 990,200
Cost of sales/Ag Eq oz produced ($/oz) $ 9.16 $ 7.94

Page | 18

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Produced
Q1-2023 Q1-2022
Cost of sales ('000) $ 9,897 $ 8,695
Divided by silver equivalent produced (oz) 592,595 473,783
Cost of sales/Ag Eq oz produced ($/oz) $ 16.70 $ 18.35

^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).

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^
Q1-2023 Q1-2022
Cost of sales ('000) $ 17,479 $ 16,554
Less non-controlling interests portion ('000) (3,959 ) (3,478 )
Attributable cost of sales ('000) 13,520 13,076
Non-cash costs ('000) 279 (1,796 )
Direct mining costs ('000) $ 13,799 $ 11,280
Smelting, refining and royalty expenses ('000) 5,242 5,627
Less by-product credits ('000) (13,457 ) (19,775 )
Cash costs ('000) $ 5,584 $ (2,868 )
Divided by silver produced (oz) 499,677 300,316
Cash costs/Ag oz produced ($/oz) $ 11.18 $ (9.55 )
Reconciliation of Cosalá Operations Cash Costs/Ag Oz Produced
--- --- --- --- --- --- ---
Q1-2023 Q1-2022
Cost of sales ('000) $ 7,582 $ 7,859
Non-cash costs ('000) 292 (1,441 )
Direct mining costs ('000) $ 7,874 $ 6,418
Smelting, refining and royalty expenses ('000) 4,188 4,699
Less by-product credits ('000) (10,839 ) (17,311 )
Cash costs ('000) $ 1,223 $ (6,194 )
Divided by silver produced (oz) 265,121 126,767
Cash costs/Ag oz produced ($/oz) $ 4.61 $ (48.86 )

Page | 19

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Reconciliation of Galena Complex Cash Costs/Ag Oz Produced
Q1-2023 Q1-2022
Cost of sales ('000) $ 9,897 $ 8,695
Non-cash costs ('000) (21 ) (592 )
Direct mining costs ('000) $ 9,876 $ 8,103
Smelting, refining and royalty expenses ('000) 1,757 1,547
Less by-product credits ('000) (4,364 ) (4,106 )
Cash costs ('000) $ 7,269 $ 5,544
Divided by silver produced (oz) 390,927 289,249
Cash costs/Ag oz produced ($/oz) $ 18.59 $ 19.17

^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).

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

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

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

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Produced^1^
Q1-2023 Q1-2022
Cash costs ('000) $ 5,584 $ (2,868 )
Capital expenditures ('000) 2,419 1,623
Exploration costs ('000) 427 444
All-in sustaining costs ('000) $ 8,430 $ (801 )
Divided by silver produced (oz) 499,677 300,316
All-in sustaining costs/Ag oz produced ($/oz) $ 16.87 $ (2.67 )
Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Produced
--- --- --- --- --- ---
Q1-2023 Q1-2022
Cash costs ('000) $ 1,223 $ (6,194 )
Capital expenditures ('000) 1,183 371
Exploration costs ('000) 119 434
All-in sustaining costs ('000) $ 2,525 $ (5,389 )
Divided by silver produced (oz) 265,121 126,767
All-in sustaining costs/Ag oz produced ($/oz) $ 9.52 $ (42.51 )

Page | 20

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Produced
Q1-2023 Q1-2022
Cash costs ('000) $ 7,269 $ 5,544
Capital expenditures ('000) 2,060 2,086
Exploration costs ('000) 514 17
All-in sustaining costs ('000) $ 9,843 $ 7,647
Galena Complex Recapitalization Plan costs ('000) 2,565 1,547
All-in sustaining costs with Galena Recapitalization Plan ('000) $ 12,408 $ 9,194
Divided by silver produced (oz) 390,927 289,249
All-in sustaining costs/Ag oz produced ($/oz) $ 25.18 $ 26.44
All-in sustaining costs with Galena Recapitalization Plan/Ag oz produced ($/oz) $ 31.74 $ 31.79

^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).

Net Cash Generated from Operating Activities

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

This is a financial measure disclosed in the Company’s statements of cash flows determined as cash generated from operating activities, after changes in non-cash working capital items.

Reconciliation of Net Cash Generated from Operating Activities
Q1-2023 Q1-2022
Cash generated from (used in) operating activities ('000) $ (92 ) $ 6,449
Changes in non-cash working capital items ('000) 1,752 (8,272 )
Net cash generated from (used in) operating activities ('000) $ 1,660 $ (1,823 )

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
Q1-2023 Q1-2022
Current Assets ('000) $ 25,305 $ 28,974
Less current liabilities ('000) (45,039 ) (33,540 )
Working capital ('000) $ (19,734 ) $ (4,566 )

Page | 21

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2023

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.

Page | 22

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. Review: I have<br> reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation (the<br> “issuer”) for the interim period ended March 31, 2023.
2. No misrepresentations: Based<br> 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<br> 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<br> 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<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
--- ---
4. Responsibility: The<br> 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<br> Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
--- ---
5. Design: Subject to<br> 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<br> 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<br> 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<br> reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The<br> 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<br> relating to design: N/A
5.3 Limitation on scope of<br> 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<br> issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and<br> ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2023

“Darren Blasutti”

Darren Blasutti

President & Chief Executive Officer

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. Review: I have<br> reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Gold and Silver Corporation (the<br> “issuer”) for the interim period ended March 31, 2023.
2. No misrepresentations: Based<br> 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<br> 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<br> 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<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
--- ---
4. Responsibility: The<br> 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<br> Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
--- ---
5. Design: Subject to<br> 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<br> 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<br> 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<br> reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
--- ---
5.1 Control framework: The<br> 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<br> relating to design: N/A
5.3 Limitation on scope of<br> 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<br> issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and<br> ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12 , 2023

"Warren Varga"

Warren Varga

Chief Financial Officer

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