6-K - USAS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number 001-37982

AMERICAS GOLD AND SILVER CORPORATION

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

145 King Street West, Suite 2870<br> <br>Toronto, Ontario, Canada<br> <br>M5H 1J8

| (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 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 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 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
Date: May 15, 2024	/s/ Peter McRae

| | Peter McRae |

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

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INDEX TO EXHIBITS

99.1	Interim Financial Statements

| 99.2 | Interim Management Discussion and Analysis |

| 99.3 | Certification of Interim Filings - CEO |

| 99.4 | Certification of Interim Filings - CFO |

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usas_ex991.htm EXHIBIT 99.1

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2024 and 2023

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

	March 31			December 31,

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

| Cash and cash equivalents | $ | 3,904 | | $ | 2,061 | |

| Trade and other receivables (Note 5) | | 8,165 | | | 9,486 | |

| Inventories (Note 6) | | 8,392 | | | 8,657 | |

| Prepaid expenses | | 2,413 | | | 2,832 | |

| | $ | 22,874 | | $ | 23,036 | |

| Restricted cash | | 4,404 | | | 4,351 | |

| Property, plant and equipment (Note 7) | | 152,477 | | | 153,101 | |

Total assets	$	179,755		$	180,488

| Trade and other payables | $ | 27,126 | | $ | 22,960 | |

| Metals contract liability (Note 8) | | 13,577 | | | 12,512 | |

| Derivative instruments (Note 9) | | 2,256 | | | 1,230 | |

| Convertible debenture (Note 9) | | - | | | 15,384 | |

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

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

| Promissory notes (Note 11) | | 4,275 | | | 4,275 | |

| Royalty payable (Note 12) | | 2,189 | | | 2,160 | |

| | | 51,923 | | | 61,207 | |

| Other long-term liabilities | | 1,875 | | | 1,610 | |

| Metals contract liability (Note 8) | | 27,290 | | | 24,325 | |

| Convertible debenture (Note 9) | | 13,779 | | | - | |

| Royalty payable (Note 12) | | 1,386 | | | 1,787 | |

| Post-employment benefit obligations | | 4,940 | | | 6,537 | |

| Decommissioning provision | | 11,934 | | | 12,193 | |

| Deferred tax liabilities (Note 19) | | 540 | | | 629 | |

Total liabilities		113,667			108,288

| Share capital (Note 13) | | 459,544 | | | 455,548 | |

| Equity reserve | | 55,015 | | | 52,936 | |

| Foreign currency translation reserve | | 9,817 | | | 8,325 | |

| Deficit | | (476,793 | ) | | (463,391 | ) |

| Attributable to shareholders of the Company | | 47,583 | | | 53,418 | |

| Non-controlling interests (Note 15) | | 18,505 | | | 18,782 | |

| Total equity | $ | 66,088 | | $ | 72,200 | | | Total liabilities and equity | $ | 179,755 | | $ | 180,488 | |

Going concern (Note 2), Contingencies (Note 22)

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

Page	1

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

	For three-month period ended

| | 2024 | | | 2023 | | | | Revenue (Note 16) | $ | 19,489 | | $ | 22,093 | | | Cost of sales (Note 17) | | (19,675 | ) | | (17,784 | ) |

| Depletion and amortization (Note 7) | | (5,524 | ) | | (5,117 | ) |

| Care and maintenance costs | | (1,438 | ) | | (1,136 | ) |

| Corporate general and administrative (Note 18) | | (1,657 | ) | | (2,351 | ) |

| Exploration costs | | (1,016 | ) | | (655 | ) |

| Accretion on decommissioning provision | | (153 | ) | | (141 | ) |

| Interest and financing expense | | (689 | ) | | (2,330 | ) |

| Foreign exchange loss | | (1,136 | ) | | (451 | ) |

| Loss on metals contract liability (Note 8) | | (3,046 | ) | | (2,554 | ) |

| Other gain (loss) on derivatives (Note 9) | | (1,071 | ) | | 92 | |

| Fair value loss on royalty payable (Note 12) | | (256 | ) | | - | |

| Loss before income taxes | | (16,172 | ) | | (10,334 | ) |

| Income tax recovery (expense) (Note 19) | | 15 | | | (190 | ) |

Net loss	$	(16,157	)	$	(10,524	)

| Shareholders of the Company | $ | (14,456 | ) | $ | (9,738 | ) |

| Non-controlling interests (Note 15) | | (1,701 | ) | | (786 | ) |

Net loss	$	(16,157	)	$	(10,524	)

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

| Remeasurement of post-employment benefit obligations | $ | 1,756 | | $ | (424 | ) |

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

| Foreign currency translation reserve | | 1,492 | | | (145 | ) |

| Other comprehensive income (loss) | | 3,248 | | | (569 | ) |

Comprehensive loss	$	(12,909	)	$	(11,093	)

| Shareholders of the Company | $ | (11,910 | ) | $ | (10,137 | ) |

| Non-controlling interests (Note 15) | | (999 | ) | | (956 | ) |

Comprehensive loss	$	(12,909	)	$	(11,093	)

Basic and diluted		(0.07	)		(0.05	)

| Basic and diluted (Note 14) | | 221,915,654 | | | 206,204,961 | |

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

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Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of changes in equity<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

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

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

| Net loss for the period | | - | | - | | - | | | - | | (14,456 | ) | | (14,456 | ) | | (1,701 | ) | | (16,157 | ) |

| Other comprehensive income for the period | | - | | - | | - | | | 1,492 | | 1,054 | | | 2,546 | | | 702 | | | 3,248 | |

| Contribution from non-controlling interests | | - | | - | | - | | | - | | - | | | - | | | 722 | | | 722 | |

| Equity offering | | 26,150 | | 3,212 | | 1,878 | | | - | | - | | | 5,090 | | | - | | | 5,090 | |

| Non-brokered private placement | | 422 | | 100 | | - | | | - | | - | | | 100 | | | - | | | 100 | |

| Retraction of convertible debenture | | 2,635 | | 684 | | (21 | ) | | - | | - | | | 663 | | | - | | | 663 | |

| Share-based payments | | - | | - | | 222 | | | - | | - | | | 222 | | | - | | | 222 | |

| Balance at March 31, 2024 | | 247,897 | $ | 459,544 | $ | 55,015 | | $ | 9,817 | $ | (476,793 | ) | $ | 47,583 | | $ | 18,505 | | $ | 66,088 | | | 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 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 | |

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

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Americas Gold and Silver Corporation<br> <br>Condensed interim consolidated statements of cash flows<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unaudited)

	March 31,			March 31,

| | 2024 | | | 2023 | | |

Cash flow generated from (used in)

| Net loss for the period | $ | (16,157 | ) | $ | (10,524 | ) |

| Depletion and amortization | | 5,524 | | | 5,117 | |

| Income tax expense (recovery) | | (15 | ) | | 190 | |

| Accretion and decommissioning costs | | 153 | | | 141 | |

| Share-based payments | | 222 | | | 871 | |

| Provision on other long-term liabilities | | 27 | | | 33 | |

| Interest and financing expense (income) | | (120 | ) | | 1,202 | |

| Net charges on post-employment benefit obligations | | 159 | | | 94 | |

| Inventory write-downs | | 818 | | | 322 | |

| Loss on metals contract liability | | 3,046 | | | 2,554 | |

| Other gain (loss) on derivatives | | 1,071 | | | (92 | ) |

| Fair value loss on royalty payable | | 256 | | | - | |

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

| Trade and other receivables | | 1,321 | | | 1,896 | |

| Inventories | | (553 | ) | | (1,675 | ) |

| Prepaid expenses | | 419 | | | 501 | |

| Trade and other payables | | 4,000 | | | 1,030 | |

Net cash generated from operating activities		171			1,660

| Expenditures on property, plant and equipment | | (4,813 | ) | | (5,764 | ) |

Net cash used in investing activities		(4,813	)		(5,764	)

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

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

| Lease payments | | (169 | ) | | (629 | ) |

| Equity offering, net | | 5,090 | | | - | |

| At-the-market offering | | - | | | 2,318 | |

| Non-brokered private placement | | 100 | | | - | |

| Metals contract liability, net | | 36 | | | 389 | |

| Royalty agreement, net | | (628 | ) | | - | |

| Contribution from non-controlling interests | | 722 | | | 1,315 | |

| Net cash generated from financing activities | | 5,401 | | | 5,643 | | | Effect of foreign exchange rate changes on cash | | 1,084 | | | (110 | ) |

| Increase in cash and cash equivalents | | 1,843 | | | 1,429 | |

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

| Cash and cash equivalents, end of period | $ | 3,904 | | $ | 3,393 | | | Cash and cash equivalents consist of: | | | | | | |

| Cash | $ | 3,904 | | $ | 3,393 | | | Interest paid during the period | $ | 818 | | $ | 475 | |

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

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Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

1. Corporate information

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

The condensed interim consolidated financial statements of the Company for the three months ended March 31, 2024 were approved and authorized for issue by the Board of Directors of the Company on May 15, 2024.

2. Basis of presentation and going concern

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

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $29.0 million, including cash and cash equivalents of $3.9 million as at March 31, 2024. During the three-month period ended March 31, 2024, the Company reported a net loss of $16.2 million, including a decrease in revenue of $2.6 million and an increase in cost of sales of $1.9 million compared to the three-month period ended March 31, 2023, plus loss on metals contract liability of $3.0 million and other loss on derivatives of $1.1 million. At March 31, 2024, the Company does not have sufficient liquidity on hand to fund its operations for the next twelve months and will require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to year-to-date 2024, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. While it has been successful in the past in obtaining financing for its operations, there is no assurance that it will be able to obtain adequate financing in the future. The ability to raise additional financing, to achieve cash flow positive production at the Cosalá Operations and Galena Complex, allowing the Company to generate sufficient operating cash flows, are significant judgments in these consolidated financial statements.

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.

Page	5

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

3. Changes in accounting policies and recent accounting pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. These standards are not expected to have a material impact on the Company in the current or future reporting periods. The Company assessed no material impact in the current period from Non-Current Liabilities with Covenants (Amendments to IAS 1) effective for annual periods beginning on or after January 1, 2024.

4. Significant accounting judgments and estimates

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

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

5. Trade and other receivables

	March 31,		December 31,

| | 2024 | | 2023 | | | Trade receivables | $ | 4,557 | $ | 5,875 |

| Value added taxes receivable | | 60 | | - |

| Other receivables | | 3,548 | | 3,611 |

| | $ | 8,165 | $ | 9,486 |

6. Inventories

	March 31,		December 31,

| | 2024 | | 2023 | | | Concentrates | $ | 2,129 | $ | 1,769 |

| Ore stockpiles | | 426 | | 913 |

| Spare parts and supplies | | 5,837 | | 5,975 |

| | $ | 8,392 | $ | 8,657 |

The amount of inventories recognized in cost of sales was $19.7 million during the three-month period ended March 31, 2024 (2023: $17.8 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $0.8 million, and spare parts and supplies write-down to net realizable value of nil (2023: $0.3 million and nil, respectively).

Page	6

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

7. Property, plant and equipment

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

	interests			properties		equipment			assets			equipment			Total

| Balance at January 1, 2023 | $ | 215,412 | | $ | 12,469 | $ | 120,577 | | $ | 12,093 | | $ | 236 | | $ | 360,787 | |

| Asset additions | | 11,517 | | | - | | 8,420 | | | 238 | | | 1 | | | 20,176 | |

| Asset disposals | | - | | | - | | (769 | ) | | (646 | ) | | - | | | (1,415 | ) |

| Change in decommissioning provision | | (110 | ) | | - | | - | | | - | | | - | | | (110 | ) |

| Reclassification | | - | | | - | | - | | | - | | | - | | | - | |

| Balance at December 31, 2023 | | 226,819 | | | 12,469 | | 128,228 | | | 11,685 | | | 237 | | | 379,438 | |

| Asset additions | | 3,824 | | | - | | 1,002 | | | 486 | | | - | | | 5,312 | |

| Change in decommissioning provision | | (412 | ) | | - | | - | | | - | | | - | | | (412 | ) |

Balance at March 31, 2024	$	230,231		$	12,469	$	129,230		$	12,171		$	237		$	384,338

| Balance at January 1, 2023 | $ | (114,548 | ) | $ | - | $ | (77,733 | ) | $ | (7,038 | ) | $ | (169 | ) | $ | (199,488 | ) |

| Depreciation/depletion for the year | | (11,926 | ) | | - | | (7,707 | ) | | (1,185 | ) | | (31 | ) | | (20,849 | ) |

| Impairment for the year | | (6,000 | ) | | - | | - | | | - | | | - | | | (6,000 | ) |

| Balance at December 31, 2023 | | (132,474 | ) | | - | | (85,440 | ) | | (8,223 | ) | | (200 | ) | | (226,337 | ) |

| Depreciation/depletion for the period | | (3,104 | ) | | - | | (2,123 | ) | | (291 | ) | | (6 | ) | | (5,524 | ) |

Balance at March 31, 2024	$	(135,578	)	$	-	$	(87,563	)	$	(8,514	)	$	(206	)	$	(231,861	)

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

| at March 31, 2024 | $ | 94,653 | | $ | 12,469 | $ | 41,667 | | $ | 3,657 | | $ | 31 | | $ | 152,477 | |

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, 2024 for each of the Company’s cash-generating unit, including non-producing properties and properties placed under care and maintenance.

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $16.1 million, $9.0 million, and $1.3 million, respectively, as at March 31, 2024 (December 31, 2023: $16.3 million, $9.6 million, and $1.5 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at March 31, 2024, the carrying amount of this property was $12.5 million included in non-producing properties.

8. Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of the Relief Canyon Mine secured by shares, property, and assets of Relief Canyon. The Purchase Agreement consisted of a combination of fixed and variable deliveries from the Relief Canyon Mine. The Purchase Agreement has a repurchase option for the Company exercisable at any time to reduce the variable deliveries to Sandstorm from 4% to 2% by delivering 4,000 ounces of gold plus additional ounces of gold compounded annually at 10%. On initial recognition and as at December 31, 2023, the fair value of the repurchase option was nil.

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

As at December 31, 2021, the Company derecognized the outstanding carrying value of deferred revenue, net of transaction costs, and recognized the fixed and variable deliveries of precious metals as a financial liability measured at fair value through profit or loss as the Company expected that metal deliveries to Sandstorm may no longer be satisfied through internal gold production alone. The fair value of the metals contract liability was determined using forward commodity pricing curves at the end of the fiscal 2021 reporting period resulting in $20.8 million loss to fair value on metals contract liability. A $3.0 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, 2024 (2023: $2.6 million loss).

Page	7

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

On March 21, 2024, the Company amended its Purchase Agreement with Sandstorm for the right to increase its advance payment by $3.25 million per calendar quarter or up to $6.5 million in aggregate during the first half of 2024 in order to satisfy the gold delivery obligations under the Purchase Agreement. The advances are to be repaid through balancing fixed deliveries of gold commencing at the end of the existing agreement within the 6-month period from November 2026 to April 2027. The first calendar quarter advance of $3.25 million was drawn in full in March 2024.

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

	Three-month			Year

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

| Advance increase (net of financing expense) | | 4,200 | | | 13,989 | |

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

| Delivery of metals purchased | | (3,214 | ) | | (9,899 | ) |

| Revaluation of metals contract liability | | 3,044 | | | 3,478 | |

| Net metals contract liability, end of period | $ | 40,867 | | $ | 36,837 | | | Current portion | $ | 13,577 | | $ | 12,512 | |

| Non-current portion | | 27,290 | | | 24,325 | |

| | $ | 40,867 | | $ | 36,837 | |

9. Convertible debenture

On April 28, 2021, the Company issued a $12.5 million CAD convertible debenture (the “Convertible Debenture”) due April 28, 2024 with interest payable at 8% per annum secured by the Company’s interest in the Galena Complex and by shares of one of the Company’s Mexican subsidiaries.

The Convertible Debenture was: redeemable at the Company’s option to prepay the principal amount subject to payment of a redemption premium of 30% during the first year, 20% during the second year, and 10% during the third year prior to maturity (the “Redemption Option”); retractable at the holder’s option at a cumulative $0.3 million CAD per month starting in the second month from inception where the Company may settle the retraction amount through either cash or issuance of the Company’s common shares determined by dividing 95% of the 20 day volume weighted average price of the Company’s common shares (the “Retraction Option”); and convertible at the holder’s option into the Company’s common shares at a conversion price of $3.35 CAD (the “Conversion Option”).

On inception, the Convertible Debenture, which may be settled through a fixed amount of the Company’s own equity instruments, was treated as a compound financial instrument with the principal portion classified as a liability component and the Conversion Option as an equity component. The initial fair value of the principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the issue date. The principal portion is subsequently recognized on an amortized cost basis until extinguished on conversion or maturity. The remainder of the proceeds were allocated to the Conversion Option as equity. A net derivative liability of $1.4 million was recorded on initial recognition based on the estimated fair value of the combined Redemption Option and Retraction Option.

Page	8

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

On November 12, 2021, the Company amended the Convertible Debenture by increasing the principal balance by $6.3 million CAD to a total outstanding principal of $18.8 million CAD, in addition to amending its conversion price of $3.35 CAD to $1.48 CAD, and the terms to its Retraction Option retractable at a cumulative $0.3 million CAD per month to a cumulative $0.45 million CAD per month. All other material terms of the Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $2.1 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

On October 22, 2022, the Company amended the Convertible Debenture by increasing the principal balance by $7.0 million CAD to a total outstanding principal of $25.8 million CAD, in addition to amending its interest rate of 8% per annum to 9.5% per annum, its conversion price of $1.48 CAD to $1.00 CAD, and the terms to its Retraction Option retractable at a cumulative $0.45 million CAD per month to a cumulative $0.5 million CAD per month with a beginning cumulated retraction balance of $1.5 million CAD. All other material terms of the Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $1.3 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

On June 21, 2023, the Company amended the Convertible Debenture by increasing the principal balance by $8.0 million CAD to a total outstanding principal of $33.8 million CAD, in addition to amending its interest rate of 9.5% per annum to 11.0% per annum, its conversion price of $1.00 CAD to $0.80 CAD, the terms to its Retraction Option retractable at a cumulative $0.5 million CAD per month to a cumulative $1.0 million CAD per month starting in August 2023, and extending the maturity date from April 28, 2024 to July 1, 2024, with mutual option to extend by one calendar quarter up to April 28, 2025, with April 28, 2025 being the effective maturity date as at March 31, 2024. All other material terms of the Convertible Debenture remained unchanged. The Company derecognized the associated carrying values of the Convertible Debenture prior to amendment and recognized an amended compound financial instrument with the amended principal portion classified as a liability component and the amended Conversion Option as an equity component. The fair value of the amended principal portion was determined using a market interest rate for an equivalent non-convertible instrument at the date of the amendment. A net derivative liability of $1.3 million was recorded on amendment date based on the estimated fair value of the combined Redemption Option and Retraction Option.

On October 30, 2023, the Company amended the Convertible Debenture by increasing the principal balance by $2.0 million CAD to a total outstanding principal of $35.8 million CAD. All other material terms of the Convertible Debenture remained unchanged.

During the three-month period ended March 31, 2024, the principal amount of the Convertible Debenture was reduced by $0.3 million CAD through partial exercises of the Retraction Option by the holder settled through issuance of 1,078,874 of the Company’s common shares (year ended December 31, 2023: $3.7 million CAD settled through issuance of 8,329,064 common shares).

The Company recognized a loss of $1.1 million for the three-month period ended March 31, 2024 (2023: 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 unsecured offtake agreement with Ocean Partners USA, Inc. of lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million with an initial term of three years at an interest of U.S. SOFR rate plus 6.95% per annum (the “Facility”) to fund general working capital at the Galena Complex. Principal on the Facility is repaid through semi-monthly installments deductible from concentrate deliveries or paid in cash and can be redrawn on a revolving basis. The Facility shall automatically extend for a full calendar year if there is an outstanding payment balance within 12 months of the maturity of the Facility. The Facility was drawn in full in February 2024.

Page	9

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

11. Promissory notes

On December 15, 2020, the Company issued a $5 million unsecured promissory note (the “2020 Promissory Note”) to Sandstorm due March 15, 2023 with interest payable at 7% per annum and repayable at the Company’s option prior to maturity. Repayment of principal on the 2020 Promissory Note began in June 2022 where $2.5 million was paid during the year ended December 31, 2022. On March 31, 2023, the Company amended the 2020 Promissory Note with the remaining principal of $2.5 million be repaid in four equal instalments due June 30 and October 1, 2023, and July 1 and October 1, 2024, in addition to amending its interest rate to 8% per annum. Principal of $0.6 million was paid during the year ended December 31, 2023.

On December 27, 2023, the Company issued a $2.4 million unsecured promissory note (the “2023 Promissory Note”) to Sandstorm due December 27, 2024 with interest payable at 8% per annum.

12. Royalty payable

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

On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value be representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument as at December 31, 2023 include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates. The Company recognized a loss of $0.3 million for the three-month period ended March 31, 2024 as a result of the change in the estimated fair value of the Royalty Agreement.

13. Share capital

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

On March 27, 2024, the Company completed an equity offering of 26,000,000 units at a price of $0.30 CAD per unit for total gross proceeds of $5.8 million. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of $0.40 CAD for a period of three years starting March 27, 2024. As part of the equity offering, approximately $0.7 million in transaction costs were incurred and offset against share capital, and 150,000 common shares and 1,510,020 warrants for approximately $0.1 million and $0.1 million, respectively, were issued to the Company’s advisors and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.30 CAD for a period of two years starting March 27, 2024.

Page	10

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

a. Authorized

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

	March 31,		December 31,

	2024		2023

| 247,897,280 (2023: 218,689,766) common shares | $ | 459,544 | $ | 455,548 |

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

| | $ | 459,544 | $ | 455,548 |

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

b. Stock option plan

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

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

			March 31,					December 31,

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

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

| Granted | | - | | - | | 8,200 | | | 0.62 |

| Expired | | - | | - | | (3,197 | ) | | 3.79 |

| Balance, end of period | | 17,370 | $ | 1.30 | | 17,370 | | $ | 1.30 |

The following table summarizes information on stock options outstanding and exercisable as at March 31, 2024:

| CAD | | (thousands) | | CAD | | (thousands) | | CAD | | | 0.01 to 1.00 | 2.15 | | 8,500 | $ | 0.62 | | 4,358 | $ | 0.71 |

| 1.01 to 2.00 | 0.55 | | 6,785 | | 1.47 | | 6,785 | | 1.47 |

| 3.01 to 4.00 | 0.62 | | 2,085 | | 3.54 | | 2,085 | | 3.54 |

| | | | 17,370 | $ | 1.30 | | 13,228 | $ | 1.55 |

All values are in US Dollars.

Page	11

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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, 2024 was nil (2023: $0.32).

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

	Three-month		Year

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

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

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

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

| Share-based payments included in general and administrative expenses | | 156 | | 806 | |

| Total share-based payments | $ | 156 | $ | 806 | |

(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, 2024 are as follows:

Number of		Exercise		Issuance	Expiry

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

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

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

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

| | 31,760,020 | | | | |

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, 2024, 2,771,429 (December 31, 2023: 2,379,554) deferred share units are issued and outstanding.

Page	12

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

	Three-month		Three-month

| | 2024 | | 2023 | | | Basic weighted average number of shares | | 221,915,654 | | 206,204,961 |

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

| Diluted weighted average number of shares | | 221,915,654 | | 206,204,961 |

Diluted weighted average number of common shares for the three-month period ended March 31, 2024 excludes nil anti-dilutive preferred shares (2023: nil), 17,370,000 anti-dilutive stock options (2023: 16,270,000) and 31,760,020 anti-dilutive warrants (2023: 1,275,792).

15. Non-controlling interests

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

The Company recognized non-controlling interests of $14.3 million equal to the proportionate non-controlling interests’ carrying amount of the Galena Complex at initial recognition classified as a separate component of equity. Subsequent contributions and proportionate share changes in equity are recognized to the carrying amount of the non-controlling interests.

Page	13

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

16. Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2024 and 2023:

	March 31,			March 31,

	2024			2023

| Sales revenue | $ | 13,588 | | $ | 14,406 | |

| Derivative pricing adjustments | | 539 | | | 257 | |

| | | 14,127 | | | 14,663 | |

| Sales revenue | $ | 8,661 | | $ | 9,955 | |

| Derivative pricing adjustments | | 89 | | | (44 | ) |

| | | 8,750 | | | 9,911 | |

| Sales revenue | $ | 4,140 | | $ | 6,997 | |

| Derivative pricing adjustments | | 118 | | | (121 | ) |

| | | 4,258 | | | 6,876 | |

| Sales revenue | $ | 285 | | $ | 322 | |

| Derivative pricing adjustments | | 112 | | | 36 | |

| | | 397 | | | 358 | | | Total sales revenue | $ | 26,674 | | $ | 31,680 | |

| Total derivative pricing adjustments | | 858 | | | 128 | |

| Gross revenue | $ | 27,532 | | $ | 31,808 | |

| Proceeds before intended use | | 70 | | | - | |

| Treatment and selling costs | | (8,113 | ) | | (9,715 | ) |

| | $ | 19,489 | | $ | 22,093 | |

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 20).

17. 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, 2024 and 2023:

	March 31,			March 31,

| | 2024 | | | 2023 | | | | Salaries and employee benefits | $ | 7,796 | | $ | 8,405 | |

| Raw materials and consumables | | 8,860 | | | 8,159 | |

| Utilities | | 1,168 | | | 1,061 | |

| Other costs | | 1,516 | | | 1,512 | |

| Costs before intended use | | 70 | | | - | |

| Changes in inventories | | (553 | ) | | (1,675 | ) |

| Inventory write-downs | | 818 | | | 322 | |

| | $ | 19,675 | | $ | 17,784 | |

Page	14

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

18. 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, 2024 and 2023:

	March 31,		March 31,

| | 2024 | | 2023 | | | Salaries and employee benefits | $ | 512 | $ | 549 |

| Directors’ fees | | 122 | | 86 |

| Share-based payments | | 156 | | 806 |

| Professional fees | | 368 | | 340 |

| Office and general | | 499 | | 570 |

| | $ | 1,657 | $ | 2,351 |

19. 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 three-month period ended March 31, 2024 was 26.5% and for the year ended December 31, 2023 was 26.5%.

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

	March 31,			December 31,

| | 2024 | | | 2023 | | | | Property, plant and equipment | $ | 780 | | $ | 787 | |

| Other | | 239 | | | 319 | |

| Total deferred tax liabilities | | 1,019 | | | 1,106 | |

| Provisions and reserves | | (479 | ) | | (477 | ) |

| Net deferred tax liabilities | $ | 540 | | $ | 629 | |

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

20. 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, 2024, the Company’s exposure to credit risk with respect to trade receivables amounts to $4.6 million (December 31, 2023: $5.9 million). The Company believes credit risk is not significant and there was no significant change to the Company’s allowance for expected credit losses as at March 31, 2024 and December 31, 2023.

(ii) Liquidity risk

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

Page	15

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(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, 2024

| | Total | | 1 year | | 2-3 years | | 4-5 years | | years | | | Trade and other payables | $ | 27,126 | $ | 27,126 | $ | - | $ | - | $ | - |

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

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

| Interest on promissory notes | | 218 | | 218 | | - | | - | | - |

| Convertible debenture | | 17,491 | | - | | 17,491 | | - | | - |

| Interest on convertible debenture | | 1,995 | | 1,853 | | 142 | | - | | - |

| Royalty payable | | 4,459 | | 2,559 | | 1,900 | | - | | - |

| Metals contract liability | | 40,867 | | 13,577 | | 27,290 | | - | | - |

| Projected pension contributions | | 6,568 | | 1,759 | | 1,940 | | 2,063 | | 806 |

| Decommissioning provision | | 20,462 | | - | | - | | - | | 20,462 |

| Other long-term liabilities | | 1,875 | | - | | 1,068 | | 151 | | 656 |

| | $ | 127,836 | $ | 53,867 | $ | 49,831 | $ | 2,214 | $ | 21,924 |

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

	March 31, 2024

| | Total | | 1 year | | 2-3 years | | 4-5 years | | years | | | Trade and other payables | $ | 572 | $ | 572 | $ | - | $ | - | $ | - |

| Other long-term liabilities | | 1,219 | | - | | 1,068 | | 151 | | - |

| | $ | 1,791 | $ | 572 | $ | 1,068 | $ | 151 | $ | - |

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

	Three-month			Year

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

| Additions | | 499 | | | 225 | |

| Lease principal payments | | (144 | ) | | (2,527 | ) |

| Lease interest payments | | (25 | ) | | (154 | ) |

| Accretion on lease liabilities | | 25 | | | 750 | |

| Lease liabilities, end of period | $ | 1,791 | | $ | 1,436 | |

Page	16

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

(iii) Market risk

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

(1) Interest rate risk

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

(2) Currency risk

As at March 31 2024, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:

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

	As at March 31, 2024

| | CAD | | MXN | | | Cash and cash equivalents | $ | 2,922 | $ | 170 |

| Trade and other receivables | | 30 | | 3,573 |

| Trade and other payables | | 3,426 | | 11,377 |

As at March 31, 2024, the CAD/USD and MXN/USD exchange rates were 1.36 and 16.68, respectively. The sensitivity of the Company’s net loss and other comprehensive loss due to changes in the exchange rates for the three-month period ended March 31, 2024 is included in the following table:

	CAD/		MXN/

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

| Other comprehensive loss | | ) | | ) |

All values are in US Dollars.

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

(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, 2024 the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.5 million (December 31, 2023: $0.6 million).

As at March 31, 2024 and December 31, 2023, the Company does not have any non-hedge commodity forward contracts outstanding. During the three-month periods ended March 31, 2024 and 2023, the Company did not settle any non-hedge commodity forward contracts.

Page	17

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(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, 2024 was nil (2023: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s convertible debenture during the three-month period ended March 31, 2024 was a loss of $1.0 million (2023: 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 institutions which have original maturities of less than 90 days.

| · | Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables. |

| · | Metals contract liability: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period. |

| · | Convertible debenture and promissory notes: The principal portion of the convertible debenture and promissory notes are initially measured at fair value and subsequently carried at amortized cost. |

| · | Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period. |

| · | Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable. |

| · | Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date. |

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

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

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

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

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Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	March 31,		December 31,

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

| Cash and cash equivalents | $ | 3,904 | $ | 2,061 |

| Restricted cash | | 4,404 | | 4,351 | | Level 2 | | | | |

| Trade and other receivables | | 8,165 | | 9,486 |

| Derivative instruments | | 2,256 | | 1,230 |

| Metals contract liability | | 40,867 | | 36,837 | | Level 3 | | | | |

| Royalty payable | | 3,575 | | 3,947 | | Amortized cost | | | | |

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

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

| Convertible debenture | | 13,779 | | 15,384 |

21. 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, 2024 and 2023 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2024 and December 31, 2023, and for the three-month periods ended March 31, 2024 and 2023. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.

Page	19

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	As at March 31, 2024										As at December 31, 2023

| | Cosalá Operations | | Galena Complex | | Relief Canyon | | Corporate and Other | | Total | | Cosalá Operations | | Galena Complex | | Relief Canyon | | Corporate and Other | | Total | | | Cash and cash equivalents | $ | 226 | $ | 24 | $ | 16 | $ | 3,638 | $ | 3,904 | $ | 687 | $ | 791 | $ | 43 | $ | 540 | $ | 2,061 |

| Trade and other receivables | | 6,112 | | 2,023 | | - | | 30 | | 8,165 | | 7,068 | | 2,388 | | - | | 30 | | 9,486 |

| Inventories | | 5,678 | | 2,611 | | 103 | | - | | 8,392 | | 6,310 | | 2,244 | | 103 | | - | | 8,657 |

| Prepaid expenses | | 838 | | 454 | | 823 | | 298 | | 2,413 | | 1,003 | | 909 | | 404 | | 516 | | 2,832 |

| Restricted cash | | 164 | | 53 | | 4,187 | | - | | 4,404 | | 162 | | 53 | | 4,136 | | - | | 4,351 |

| Property, plant and equipment | | 50,673 | | 74,864 | | 26,387 | | 553 | | 152,477 | | 51,600 | | 73,490 | | 27,404 | | 607 | | 153,101 |

| Total assets | $ | 63,691 | $ | 80,029 | $ | 31,516 | $ | 4,519 | $ | 179,755 | $ | 66,830 | $ | 79,875 | $ | 32,090 | $ | 1,693 | $ | 180,488 | | Trade and other payables | $ | 12,695 | $ | 6,893 | $ | 2,664 | $ | 4,874 | $ | 27,126 | $ | 12,184 | $ | 4,843 | $ | 1,421 | $ | 4,512 | $ | 22,960 |

| Derivative instruments | | - | | - | | - | | 2,256 | | 2,256 | | - | | - | | - | | 1,230 | | 1,230 |

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

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

| Other long-term liabilities | | 23 | | 1,392 | | - | | 460 | | 1,875 | | 30 | | 1,074 | | - | | 506 | | 1,610 |

| Metals contract liability | | - | | - | | - | | 40,867 | | 40,867 | | - | | - | | - | | 36,837 | | 36,837 |

| Convertible debenture | | - | | - | | - | | 13,779 | | 13,779 | | - | | - | | - | | 15,384 | | 15,384 |

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

| Royalty payable | | - | | - | | - | | 3,575 | | 3,575 | | - | | - | | - | | 3,947 | | 3,947 |

| Post-employment benefit obligations | | - | | 4,940 | | - | | - | | 4,940 | | - | | 6,537 | | - | | - | | 6,537 |

| Decommissioning provision | | 2,617 | | 5,405 | | 3,912 | | - | | 11,934 | | 2,605 | | 5,563 | | 4,025 | | - | | 12,193 |

| Deferred tax liabilities | | 540 | | - | | - | | - | | 540 | | 629 | | - | | - | | - | | 629 |

| Total liabilities | $ | 15,875 | $ | 21,130 | $ | 6,576 | $ | 70,086 | $ | 113,667 | $ | 15,448 | $ | 20,267 | $ | 5,446 | $ | 67,127 | $ | 108,288 |

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Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

	Three-month period ended March 31, 2024															Three-month period ended March 31, 2023

| | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | Cosalá Operations | | | Galena Complex | | | Relief Canyon | | | Corporate and Other | | | Total | | | | Revenue | $ | 11,579 | | $ | 7,910 | | $ | - | | $ | - | | $ | 19,489 | | $ | 11,012 | | $ | 11,009 | | $ | 72 | | $ | - | | $ | 22,093 | |

| Cost of sales | | (11,109 | ) | | (8,566 | ) | | - | | | - | | | (19,675 | ) | | (7,582 | ) | | (9,897 | ) | | (305 | ) | | - | | | (17,784 | ) |

| Depletion and amortization | | (2,345 | ) | | (2,275 | ) | | (864 | ) | | (40 | ) | | (5,524 | ) | | (1,955 | ) | | (2,150 | ) | | (973 | ) | | (39 | ) | | (5,117 | ) |

| Care and maintenance costs | | - | | | (130 | ) | | (1,308 | ) | | - | | | (1,438 | ) | | - | | | (111 | ) | | (1,025 | ) | | - | | | (1,136 | ) |

| Corporate general and administrative | | - | | | - | | | - | | | (1,657 | ) | | (1,657 | ) | | - | | | - | | | - | | | (2,351 | ) | | (2,351 | ) |

| Exploration costs | | (124 | ) | | (870 | ) | | (22 | ) | | - | | | (1,016 | ) | | (119 | ) | | (514 | ) | | (22 | ) | | - | | | (655 | ) |

| Accretion on decommissioning provision | | (61 | ) | | (53 | ) | | (39 | ) | | - | | | (153 | ) | | (49 | ) | | (53 | ) | | (39 | ) | | - | | | (141 | ) |

| Interest and financing income (expense) | | (80 | ) | | (104 | ) | | 14 | | | (519 | ) | | (689 | ) | | (65 | ) | | (64 | ) | | (620 | ) | | (1,581 | ) | | (2,330 | ) |

| Foreign exchange gain (loss) | | (44 | ) | | - | | | - | | | (1,092 | ) | | (1,136 | ) | | (493 | ) | | - | | | - | | | 42 | | | (451 | ) |

| Loss on metals contract liability | | - | | | - | | | - | | | (3,046 | ) | | (3,046 | ) | | - | | | - | | | - | | | (2,554 | ) | | (2,554 | ) |

| Other gain (loss) on derivatives | | - | | | - | | | - | | | (1,071 | ) | | (1,071 | ) | | - | | | - | | | - | | | 92 | | | 92 | |

| Fair value loss on royalty payable | | - | | | - | | | - | | | (256 | ) | | (256 | ) | | - | | | - | | | - | | | - | | | - | |

| Income (loss) before income taxes | | (2,184 | ) | | (4,088 | ) | | (2,219 | ) | | (7,681 | ) | | (16,172 | ) | | 749 | | | (1,780 | ) | | (2,912 | ) | | (6,391 | ) | | (10,334 | ) |

| Income tax recovery (expense) | | 15 | | | - | | | - | | | - | | | 15 | | | (190 | ) | | - | | | - | | | - | | | (190 | ) |

| Net income (loss) for the period | $ | (2,169 | ) | $ | (4,088 | ) | $ | (2,219 | ) | $ | (7,681 | ) | $ | (16,157 | ) | $ | 559 | | $ | (1,780 | ) | $ | (2,912 | ) | $ | (6,391 | ) | $ | (10,524 | ) |

Page	21

Americas Gold and Silver Corporation<br> <br>Notes to the condensed interim consolidated financial statements<br> <br>For the three-month periods ended March 31, 2024 and 2023<br> <br>(In thousands of U.S. dollars, unless otherwise stated, unaudited)

c. Major customers

For the three-month period ended March 31, 2024, the Company sold concentrates and finished goods to two major customers accounting for 59% of revenues from Cosalá Operations and 41% of revenues from Galena Complex (2023: two major customers accounting for 50% of revenues from Cosalá Operations and 50% of revenues from Galena Complex).

22. 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 $11.8 million (MXN 196.8 million), of which $5.1 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.7 million (MXN 94.6 million) of their original reassessment. The remaining $6.1 million (MXN 102.2 million) consists of $5.1 million (MXN 84.4 million) related to transactions with certain suppliers and $1.1 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $1.1 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $5.1 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.2 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at March 31, 2024, the accrued liability of the probable obligation was $1.0 million (December 31, 2023: $1.0 million).

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usas_ex992.htm EXHIBIT 99.2

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

DATED MAY 15, 2024

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

Forward-Looking Statements	1

| Management’s Discussion and Analysis | 2 |

| Overview | 3 |

| Recent Developments and Operational Discussion | 4 |

| Results of Operations | 11 |

| Summary of Quarterly Results | 12 |

| Liquidity | 13 |

| Capital Resources | 15 |

| Off-Balance Sheet Arrangements | 15 |

| Transactions with Related Parties | 15 |

| Risk Factors | 16 |

| Accounting Standards and Pronouncements | 16 |

| Financial Instruments | 16 |

| Capital Structure | 16 |

| Controls and Procedures | 17 |

| Technical Information | 17 |

| Non-GAAP and Other Financial Measures | 17 |

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

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Forward-Looking Statements

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

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

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

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

The list above is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements. The forward-looking statements contained in this MD&A represent the Company's views only as of the date such statements were made. Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.

Management’s Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation constitutes management’s review of the Company’s financial and operating performance for the three months ended March 31, 2024, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 15, 2024 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, 2024 and 2023. The unaudited condensed interim consolidated financial statements for the three months ended March 31, 2024 and 2023 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company including the Company’s most recent Annual Information Form are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com. The content of the Company’s website and information accessible through the website do not form part of this MD&A.

2	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

In this report, the management of the Company presents operating highlights for the three months ended March 31, 2024 (“Q1-2024”) compared to the three months ended March 31, 2023 (“Q1-2023”) as well as comments on plans for the future. Throughout this MD&A, consolidated production results and consolidated operating metrics are based on the attributable ownership percentage of each operating segment.

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

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

Overview

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

In Idaho, USA, the Company operates the 60%-owned producing Galena Complex (40% owned by Mr. Eric Sprott (“Sprott”)) whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Company entered into a joint venture agreement with Sprott effective October 1, 2019 for a 40% non-controlling interest of the Galena Complex. The continuing 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 also owns a 100% interest in the San Felipe development project in Sonora, Mexico, which it acquired on October 8, 2020.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

In Nevada, USA, the Company has the 100%-owned, Relief Canyon located in Pershing County, which is currently on care and maintenance. The mine poured its first gold in February 2020 and declared commercial production in January 2021. Operations were suspended in August 2021 in order to resolve technical challenges related to the metallurgical characteristics of the deposit and discontinued leaching and heap rinsing operations in Q4-2023. The past-producing, permitted mine includes three historic open-pit mines, a crusher, an ore conveying system, leach pads, and a refurbished heap-leach processing facility. The landholdings at Relief Canyon and the surrounding area cover over 11,700 hectares, providing the Company the potential to expand the Relief Canyon deposit and to explore for new discoveries close to existing processing infrastructure.

The Company’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complementary projects. The Company is also focused on extending the mine life of its current assets through exploration and charting a path to profitability at the Galena Complex with the Recapitalization Plan. 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

Q1-2024 Highlights

·	Revenue decreased to $19.5 million for Q1-2024 or 12% compared to $22.1 million for Q1-2023, resulting from lower silver and lead production from the Galena Complex and against lower realized zinc price at the Cosalá Operations, offset by higher silver production from the Cosalá Operations during the period.

| · | A net loss of $16.2 million for Q1-2024, or an attributable loss of $0.07 per share representing a increase in net loss of $5.7 million compared to Q1-2023, primarily due to lower net revenue, higher cost of sales, and higher loss on non-cash derivatives relate to the convertible debenture, offset in part by lower interest and financing expense during the period. |

| · | Consolidated attributable silver production of 0.5 million ounces with approximately 1.0 million ounces of silver equivalent[1], including 8.0 million pounds of zinc and 4.0 million pounds of lead, with cost of sales of $15.95/oz silver equivalent produced^1^, cash costs of $20.53/oz silver produced^1^ and all-in sustaining costs of $29.20/oz silver produced^1^ during the period. |

| · | Production from the Cosalá Operations was strong as the operation benefitted from above budgeted silver grades and recoveries. The Galena Complex production was slightly below budget as focus during the quarter was re-allocated to lateral development to access the new mining areas in the Upper Country Lead Zone veins between 2400 and 2800 levels. This silver-lead area is expected to be in production by the end of May 2024 and increase production for the next several years. |

| · | The quarterly silver production has trended in a positive direction over the course of the last three years and the Company expects this trend to continue. This upward trend in production is expected from increased working faces at the Galena Complex as well as the exploitation of the 100%-owned El Cajón and Zone 120 silver-copper project (“EC120 Project”) at the Cosalá Operations. |

| · | Mr. Jim Currie was appointed as the Company’s Chief Operating Officer, effective May 6, 2024. Mr. Currie is an engineer with over 40 years of senior management, engineering, and operations experience. Mr. Currie has served as Chief Operating Officer of Equinox Gold Corp., Pretium Resources Inc. and New Gold Inc. |

| · | The Company has begun development of its contiguous EC120 Project at the Cosalá Operations. The 2019 Preliminary Feasibility Study for the EC120 Project forecasted average annual metal production of 2.5 million ounces of silver and 4.5 million pounds of copper with a total of over 12 million ounces of silver and 23.0 million pounds of copper over a mine life of approximately 5 years. The Company expects to close on a financing with a metal trader for the entire anticipated capital requirements for the initial development and equipment of the EC120 Project in Q2-2024 with the goal of producing higher-grade silver-copper concentrates in early 2025. |

| · | On March 27, 2024, the Company completed an equity offering of an aggregate 26,000,000 units at a price of C$0.30 per unit for total aggregate gross proceeds of C$7.8 million. |

| · | The Company had a cash and cash equivalents balance of $3.9 million and working capital^1^ deficit of $29.0 million as at March 31, 2024. This represents an improvement of $9.2 million in the working capital deficit from December 31, 2023 primarily due to the reclassification of the convertible debenture to non-current liabilities. |

___________________

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

4	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

The first quarter of 2024 continued to be challenging for the Company due to low base metals prices as investors adjusted capital flows and allocations in response to heightened recession expectations, inflationary impacts, ongoing conflicts in Eastern Europe and the Middle East, and general overall increased global interest rates, among other macroeconomic events. The market price of silver increased by 4% year-over-year to average price of $23.36/oz in Q1-2024 compared to an average price of $22.56/oz in Q1-2023. However, the market price of zinc significantly decreased by 22% year-over-year to average price of $1.11/lb in Q1-2024 compared to an average price of $1.42/lb in Q1-2023. The Company is dependant on both precious and base metal prices for profitability and liquidity. Prices in early Q2-2024 have improved significantly with an average silver price over $28/oz and an average zinc price of approximately $1.28/lb.

In addition, the USD/MXN exchange ratio decreased during the period to a low of approximately 16.5:1 during Q1-2024 from over 20:1 during 2022. The Company is well positioned to significantly increase revenue in 2024 and beyond with its planned growth in silver production at both of its producing operations coupled with the recent increases in the market prices of silver and zinc in Q2-2024.

Cosalá Operations

The Cosalá Operations increased silver production in Q1-2024 by 11% to approximately 295,000 ounces of silver compared to approximately 265,000 ounces of silver in Q1-2023, as the operation benefitted from higher tonnage though at slightly lower silver grades. Production in Q1-2023 was negatively impacted by a 17-day maintenance shutdown of its tailings facility to perform remedial work on a decant tunnel. Production of base metals also increased to 8.0 million pounds of zinc and 2.8 million pounds of lead in Q1-2024, compared to 7.2 million pounds of zinc, and 2.7 million pounds of lead in Q1-2023.

Cash costs per silver ounce increased during the year to $16.35 per ounce from $4.61 per ounce in Q1-2023 due primarily to the lower price of zinc, and the devaluation of the USD relative to the Mexican peso. Mining began in the transition zone between the San Rafael Upper Zone and Zone 120 in late 2023 with the Company expecting to realize an increase in silver production in the near term due the higher-grade silver areas in the Upper Zone and the transition zone.

El Cajón and Zone 120 Silver-Copper Deposits

With the current higher silver and copper price, the Company began the development of its 100%-owned EC120 Project at the Cosalá Operations with initial access to the Zone 120 deposit in Q3-2023 from the San Rafael Upper Zone development. In addition, the Company continues mining and processing silver-zinc-lead ore from the San Rafael Main and Upper Zones benefiting from the increase in zinc prices in Q2-2024.

The 2019 Preliminary Feasibility Study entitled “Americas Silver Corporation Technical Report on the San Rafael Mine and the EC120 Preliminary Feasibility Study, Sinaloa, Mexico” dated May 17, 2019 (with an effective date of April 3, 2019) (the “PFS”) capital estimate assumed a standalone project including initial access, development, and equipment (other than the Los Braceros mill). The current EC120 Project will take advantage of existing infrastructure, facilities, and equipment currently in use at the Cosalá Operation’s San Rafael Mine. Assuming the Company’s ability to bring to expected production, the EC120 Project is expected to provide significantly improved cash flow to the Company given the shared infrastructure, capital reductions, and the higher silver and copper prices which have improved since the date of the study.

5	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Highlights of the standalone 2019 PFS are as follows:

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

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

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

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

| · | Life of mine cash costs of approximately $9.60 per silver ounce and average all-in sustaining costs of approximately $10.80 per silver ounce. |

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

The Board-approved EC120 Project is expected to stockpile sliver-copper ore from the transition area and EC120 through the beginning of 2024 until mining rates can be increased to mill throughput capacity which is expected early 2025. For further information on the EC120 Project, please visit the Technical Reports section of the Company’s website.

The Company expects to close on a financing with a metal trader for the entire anticipated capital requirements for the initial development and equipment of the EC120 Project in Q2-2024 with the goal to be producing higher-grade silver-copper concentrates at the beginning of 2025.

Galena Complex

The Galena Complex produced approximately 311,000 ounces of silver compared to approximately 391,000 ounces of silver (a 20% decrease in silver production), and 1.9 million pounds of lead in Q1-2024, compared to 4.7 million pounds of lead in Q1-2023 (a 60% decrease in lead production). Cash costs increased to $27.14 per ounce silver in Q1-2024 from $18.59 per ounce silver in Q1-2023 due to the decrease silver and lead production, with a similar increase in all-in sustaining costs due to increase in capital expenditures.

During the quarter, the Company focused on horizontal development work in the Upper Country Lead Zone between the 2400 and 2800 Levels to access additional working areas. The development work reduced silver and lead production in the quarter but is expected to positively impact overall production for many years going forward. Following completion of the development work on the 2400 Level, the mining crews will be available to accelerate development into a high-grade silver copper stope accessed off of the 3700 level which will add additional working areas in the second half of the year.

6	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Galena Exploration Update

The Galena Complex has been actively drilling near mine exploration targets with exciting results including an area between the 4600 Level and 4900 Level which had previously been a gap in drilling and has been consistently returning high-grade intercepts of attractive Ag-Cu veins. A drill campaign was completed from the 4600 Level to infill a gap in the 360 Complex and this program was successful in proving the continuity of the 360 Complex mineralization between 4600 and 4900 Level. Active drilling on the 4300 level has been critical to defining the upper extents of the 360 Complex and has also led to the eastward extension of the 360 Complex which contains several intercepts of wide veins contained within a larger package of disseminated mineralization. Recent drilling from the 5200 Level targeting the 55 Vein has uncovered high-grade intercepts of previously unknown veins which are close to existing infrastructure. Some notable intercepts are:

o	49-664:	3,172 g/t silver, 3.8% copper and 2.6% lead (3,674 g/t AgEq) over 1.4 m^2,3^

| | and: | 412 g/t silver, 0.1% copper and 0.2% lead (430 g/t AgEq) over 2.3 m |

| o | 49-668: | 5,665 g/t silver, 1.1% copper and 0.2% lead (5,787 g/t AgEq) over 0.9 m |

| | and: | 1,012 g/t silver and 0.6% copper (1,082 g/t AgEq) over 1.2 m |

| | and: | 5,598 g/t silver, 2.3% copper and 4.0% lead (5,983 g/t AgEq) over 1.2 m |

| o | 49-703: | 20,147 g/t silver and 5.9% copper (20,842 g/t AgEq) over 2.1 m |

| o | 52-507: | 6,444 g/t silver and 1.8% copper (6,640 g/t AgEq) over 0.7 m |

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

https://americas-gold.com/site/assets/files/5838/dr20240123.pdf.

Diamond drilling on the property has continued since the last mineral resource update of June 30, 2022 and the Company expects to initiate the process of updating the mineral resources and reserves both for the Galena Complex and the Cosalá Operations to the mineral resource as of June 30, 2024. Based on the drilling success at the Galena Complex, the Company expects to add additional mineral resources as well as increase confidence of the mineral resource.

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

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

Other Items During Fiscal 2024

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

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

__________________________

^2^ AgEq for drilling intercepts were calculated using metal prices of $22.00/oz silver, $3.75/lb copper and $0.95/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 is based on orientation axis of core across the estimated dip of the vein.

7	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Offering and Proceeds	Disclosed Use of Proceeds	Variance	Impact of Variance

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

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

Offering and Proceeds	Disclosed Use of Proceeds	Variance	Impact of Variance

| C$8.0 million June 2023 issuance of additional secured convertible debenture to Delbrook Capital Advisors (“Delbrook”) | Finalizing construction of the Galena hoist project and for general working capital purposes | As disclosed | Not applicable |

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

| US$0.8 million July 2023 non-brokered private placements of common shares | Finalizing construction of the Galena hoist project and for general working capital purposes | As disclosed | Not applicable |

8	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Consolidated Results and Developments

			Q1-2023

| Revenue ( M) | 19.5 | | $ | 22.1 | |

| Silver Produced (oz)1 | 481,936 | | | 499,677 | |

| Zinc Produced (lb)1 | 7,984,886 | | | 7,224,532 | |

| Lead Produced (lb)1 | 3,951,698 | | | 5,542,369 | |

| Total Silver Equivalent Produced (/oz)1,2 | 1,018,486 | | | 1,183,125 | |

| Cost of Sales/Ag Eq Oz Produced (/oz)1,3 | 15.95 | | $ | 11.43 | |

| Cash Costs/Ag Oz Produced (/oz)1,3 | 20.53 | | $ | 11.18 | |

| All-In Sustaining Costs/Ag Oz Produced (/oz)1,3 | 29.20 | | $ | 16.87 | |

| Net Loss ( M) | (16.2 | ) | $ | (10.5 | ) |

| Comprehensive Income (Loss) ( M) | (12.9 | ) | $ | (11.1 | ) |

All values are in US Dollars.

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

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

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

Consolidated attributable silver production during Q1-2024 decreased by 4% compared to Q1-2023. Consolidated attributable silver equivalent production during Q1-2024 decreased by 14% compared to Q1-2023 due to higher silver prices and lower zinc prices in Q1-2024 compared to Q1-2023 as the Company uses realized quarterly prices in its calculations. These price changes negatively impacted the silver equivalent production calculation by approximately 0.1 million ounces in Q1-2024 relative to Q1-2023.

While Q1-2024 silver production was slightly down year-over-year and down quarter-over-quarter, the quarterly silver production has trended in a positive direction over the course of the last three years and the Company expects this trend to continue. This upward trend in production is expected from increased working faces at the Galena Complex as well as the exploitation of the EC120 Project at the Cosalá Operations which contains high-grade silver and copper mineralization. The Company expects to begin producing higher-grade silver copper concentrates at beginning of 2025, subject to closing on its financing with a metal trader for the entire anticipated capital requirements for the initial development and equipment of the EC120 Project in Q2-2024.

Revenue of $19.5 million for the three months ended March 31, 2024 was lower than revenue of $22.1 million for the three months ended December 31, 2023. Lower revenue from the Galena Complex was recognized from lower silver and lead production during the period, offset by higher revenue from the Cosalá Operations due to higher silver production, netted against lower realized zinc price, during the period. The average realized silver, zinc, and lead prices^4^^^increased by 3%, decreased by 21%, and decreased by 3%, respectively, from Q1-2023 to Q1-2024. The average realized silver price of $23.21/oz. for Q1-2024 (Q1-2023 – $22.56/oz.) is comparable to the average London silver spot price of $23.36/oz. for Q1-2024 (Q1-2023 – $22.56/oz.).

The Company recorded a net loss of $16.2 million for the three months ended March 31, 2024 compared to a net loss of $10.5 million for the three months ended March 31, 2023. The increase in net loss was primarily attributable to lower net revenue, higher cost of sales, and higher loss on derivatives, offset in part by lower interest and financing expense. 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.

9	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Cosalá Operations

		Q1-2023

| Tonnes Milled | 155,950 | | 126,281 |

| Silver Grade (g/t) | 84 | | 90 |

| Zinc Grade (%) | 2.86 | | 3.27 |

| Lead Grade (%) | 1.16 | | 1.38 |

| Silver Recovery (%) | 70.0 | | 72.6 |

| Zinc Recovery (%) | 81.2 | | 79.3 |

| Lead Recovery (%) | 70.5 | | 70.9 |

| Silver Produced (oz) | 295,278 | | 265,121 |

| Zinc Produced (lb) | 7,984,886 | | 7,224,532 |

| Lead Produced (lb) | 2,812,368 | | 2,716,797 |

| Total Silver Equivalent Produced (/oz)1,2 | 785,829 | | 827,568 |

| Silver Sold (oz) | 287,389 | | 238,199 |

| Zinc Sold (lb) | 7,776,572 | | 7,042,978 |

| Lead Sold (lb) | 2,665,604 | | 2,612,243 |

| Cost of Sales/Ag Eq Oz Produced (/oz)2 | 14.14 | $ | 9.16 |

| Cash Costs/Ag Oz Produced (/oz)2 | 16.35 | $ | 4.61 |

| All-In Sustaining Costs/Ag Oz Produced (/oz)2 | 21.76 | $ | 9.52 |

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. |

10	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Galena Complex

		Q1-2023

| Tonnes Milled | 23,266 | | 31,201 |

| Silver Grade (g/t) | 424 | | 400 |

| Lead Grade (%) | 3.91 | | 7.30 |

| Silver Recovery (%) | 98.2 | | 97.5 |

| Lead Recovery (%) | 94.6 | | 93.8 |

| Silver Produced (oz) | 311,096 | | 390,927 |

| Lead Produced (lb) | 1,898,884 | | 4,709,287 |

| Total Silver Equivalent Produced (/oz)1,2 | 387,761 | | 592,595 |

| Silver Sold (oz) | 298,662 | | 400,400 |

| Lead Sold (lb) | 1,764,248 | | 4,639,219 |

| Cost of Sales/Ag Eq Oz Produced (/oz)2 | 22.09 | $ | 16.70 |

| Cash Costs/Ag Oz Produced (/oz)2 | 27.14 | $ | 18.59 |

| All-In Sustaining Costs/Ag Oz Produced (/oz)2 | 40.96 | $ | 25.18 |

| Recapitalization Plan/Ag Oz Produced (/oz)2 | 40.96 | $ | 31.74 |

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. |

During the quarter, the Company focused on horizontal development work in the Upper Country Lead Zone between the 2400 and 2800 Levels to access additional working areas. The development work reduced silver and lead production in the quarter but is expected to positively impact overall production for the remainder of the year and going forward. Following completion of the development work on the 2400 Level, the mining crews and equipment will be available to accelerate development into a high-grade silver copper stope accessed off of the 3700 level which will add additional working areas in the second half of the year.

Results of Operations

Analysis of the three months ended March 31, 2024 vs. the three months ended March 31, 2023

The Company recorded a net loss of $16.2 million for the three months ended March 31, 2024 compared to a net loss of $10.5 million for the three months ended March 31, 2023. The increase in net loss was primarily attributable to lower net revenue ($2.6 million), higher cost of sales ($1.9 million), and higher loss on derivatives ($1.2 million), offset in part by lower interest and financing expense ($1.6 million), each of which are described in more detail below.

Revenue decreased by $2.6 million to $19.5 million for the three months ended March 31, 2024 from $22.1 million for the three months ended March 31, 2023. The decrease was primarily due to $1.6 million and $2.7 million lower gross silver and lead revenue, respectively, before treatment and selling costs, at the Galena Complex from lower silver and lead production during the period, offset by $1.0 million higher gross silver revenue, before treatment and selling costs, at the Cosalá Operations from higher silver production during the period.

11	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Cost of sales **** increased by $1.9 million to $19.7 million for the three months ended March 31, 2024 from $17.8 million for the three months ended March 31, 2023. The increase was primarily due to $3.5 million increase in cost of sales from the Cosalá Operations due to increase in operating costs, primarily related to increases in employee-related costs and the USD/MXN exchange rate, offset by $1.3 million decrease in cost of sales from the Galena Complex due to decrease in employee and material costs during the period.

Interest and financing expense decreased by $1.6 million mainly due to lower financing expense recognized during the period from accretion of the Company’s existing convertible debenture.

Other loss on derivatives increased by $1.2 million mainly due to the increased estimated fair value of the non-cash derivative liability associated with the Company’s existing convertible debenture.

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, 2024.

			Q4			Q3			Q2			Q1			Q4			Q3			Q2

| | | | 2023 | | | 2023 | | | 2023 | | | 2023 | | | 2022 | | | 2022 | | | 2022 | | |

| Revenue ( M) | 19.5 | | $ | 25.0 | | $ | 18.3 | | $ | 24.2 | | $ | 22.1 | | $ | 20.3 | | $ | 18.3 | | $ | 20.0 | |

| Net Loss ( M) | (16.2 | ) | | (10.1 | ) | | (10.5 | ) | | (7.1 | ) | | (10.5 | ) | | (11.0 | ) | | (24.6 | ) | | (9.3 | ) |

| Comprehensive Income (Loss) ( M) | (12.9 | ) | | (12.9 | ) | | (8.5 | ) | | (6.5 | ) | | (11.1 | ) | | (14.3 | ) | | (20.1 | ) | | (7.0 | ) | | Silver Produced (oz)1 | 481,936 | | | 583,379 | | | 386,615 | | | 573,382 | | | 499,677 | | | 377,353 | | | 331,304 | | | 299,228 | |

| Zinc Produced (lb)1 | 7,984,886 | | | 8,299,319 | | | 8,985,496 | | | 9,574,772 | | | 7,224,532 | | | 10,369,679 | | | 9,434,924 | | | 9,941,949 | |

| Lead Produced (lb)1 | 3,951,698 | | | 4,457,094 | | | 4,666,578 | | | 5,873,499 | | | 5,542,369 | | | 5,926,134 | | | 5,865,288 | | | 6,447,775 | |

| Cost of Sales/Ag Eq Oz Produced (/oz)1,2 | 15.95 | | $ | 12.63 | | $ | 14.52 | | $ | 13.12 | | $ | 11.43 | | $ | 9.20 | | $ | 10.33 | | $ | 9.76 | |

| Cash Costs/Ag Oz Produced (/oz)1,2 | 20.53 | | $ | 14.24 | | $ | 19.01 | | $ | 10.00 | | $ | 11.18 | | $ | 3.62 | | $ | 10.01 | | $ | (2.72 | ) |

| All-In Sustaining Costs/Ag Oz Produced (/oz)1,2 | 29.20 | | $ | 21.05 | | $ | 29.55 | | $ | 16.78 | | $ | 16.87 | | $ | 14.89 | | $ | 18.66 | | $ | 5.37 | | | Current Assets (qtr. end) ( M) | 22.9 | | $ | 23.0 | | $ | 18.6 | | $ | 26.8 | | $ | 25.3 | | $ | 25.4 | | $ | 19.3 | | $ | 29.1 | |

| Current Liabilities (qtr. end) ( M) | 51.9 | | | 61.2 | | | 43.9 | | | 44.9 | | | 45.0 | | | 42.1 | | | 36.0 | | | 38.1 | |

| Working Capital (qtr. end) ( M) | (29.0 | ) | | (38.2 | ) | | (25.3 | ) | | (18.1 | ) | | (19.7 | ) | | (16.7 | ) | | (16.7 | ) | | (9.0 | ) | | Total Assets (qtr. end) ( M) | 179.8 | | $ | 180.5 | | $ | 183.3 | | $ | 193.2 | | $ | 192.0 | | $ | 190.8 | | $ | 186.5 | | $ | 209.4 | |

| Total Liabilities (qtr. end) ( M) | 113.7 | | | 108.3 | | | 100.1 | | | 104.7 | | | 100.1 | | | 92.2 | | | 81.0 | | | 90.2 | |

| Total Equity (qtr. end) ( M) | 66.1 | | | 72.2 | | | 83.2 | | | 88.5 | | | 91.9 | | | 98.6 | | | 105.5 | | | 119.2 | |

All values are in US Dollars.

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

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

12	Page

Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Liquidity

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

Opening cash balance as at December 31, 2023	$	2.1

| Cash used in operations | | (5.0 | ) |

| Expenditures on property, plant and equipment | | (4.8 | ) |

| Lease payments | | (0.2 | ) |

| Equity offering | | 5.1 | |

| Non-brokered private placement | | 0.1 | |

| Pre-payment facility | | 0.3 | |

| Royalty payable | | (0.6 | ) |

| Contribution from non-controlling interests | | 0.7 | |

| Decrease in trade and other receivables | | 1.3 | |

| Change in inventories | | (0.6 | ) |

| Change in prepaid expenses | | 0.4 | |

| Change in trade and other payables | | 4.0 | |

| Change in foreign exchange rates | | 1.1 | |

| Closing cash balance as at March 31, 2024 | $ | 3.9 | |

The Company’s cash and cash equivalents balance increased from $2.1 million to $3.9 million since December 31, 2023 with a working capital deficit of $29.0 million. This increase was mainly due to cash from net proceeds received from the equity offering, pre-payment facility, and contributions from non-controlling interests. These inflows were offset by decrease from cash used in operations, and expenditures of property, plant and equipment. Current liabilities as at March 31, 2024 were $51.9 million which is $9.3 million lower than at December 31, 2023, principally due to reclassification of the convertible debenture from current to non-current due to filing of a term extension permitted under the agreement, offset by increased balances in trade and other payables, metals contract liability, and non-cash derivative instruments.

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. The Company is currently negotiating an offtake agreement with a metal trader for the capital requirements of the EC120 Project. Several material uncertainties may impact the Company’s liquidity in the short term, such as: the price of commodities, general inflationary pressures, cash flow positive production at both the Company’s operating mines, the Galena Complex Recapitalization Plan, the timing of the shaft repair, and the expected increase in hoisting capacity. At March 31, 2024, the Company does not have sufficient liquidity on hand to fund its expected operations at the prevailing commodity prices for the next twelve months and will require further financing to meet its financial obligations and execute on its planned operations, such as the proposed offtake agreement. From 2020 to year-to-date 2024, the Company has been successful in raising funds through equity offerings (including at-the-market offerings), debt arrangements, convertible debentures, prepayment arrangements, royalty sales, and non-core asset sales. The Company issued an aggregate of C$35.8 million in convertible debentures, raised an aggregate of $44.4 million through an at-the-market equity offering on the New York Stock Exchange American to fund the Company’s planned operations, amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $11.0 million during fiscal 2023 to satisfy current gold delivery obligations with draws made during each quarter of fiscal 2023 as allowed under the amendment, entered into a pre-payment facility, restructured a promissory note, and believes it will be able to raise additional financing as needed. During fiscal 2024, the Company amended its existing precious metals delivery and purchase agreement for the right to increase its advance payment up to $6.5 million during the first half of 2024, and in Q1-2024 fully drew the $3.25 million advance under the agreement (with similar expectations for H2-2024) and closed an equity offering for gross proceeds of C$7.8 million in Q1-2024. In the longer term, as the Cosalá Operations sustain full production, the Galena hoist project and shaft repair are finalize, and the Galena Complex is optimized on our current plans, and the outlook for silver, zinc, copper, and lead prices remains positive, the Company believes that cash flow will be sufficient to fund ongoing operations. However, additional impairments to the carrying value of the Company’s mining interests and property and equipment may also be required depending on the carrying value of Relief Canyon relative to comparable market valuations, or if precious and/or base metal prices decrease from their current levels.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

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.

Post-Employment Benefit Obligations

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 15 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2023). Both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates; the Company intends to fund to the minimum levels required by applicable law. The Company currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $1.0 million per year for each of the next 5 years (excluding fiscal 2023 funding requirements payable by September 2024). Effects from market volatility and interest rates may impact long term annual funding commitments.

The Company evaluates the pension funding status on an annual basis in order to update all material information in its assessment, including updated mortality rates, investment performance, discount rates, contribution status among other information. The pension valuation was remeasured at the end of Q1-2024 and adjusted by approximately $1.8 million as a result of unrealized gains on returns net of increases to interest rates set by central banks and governments globally. The Company expects to continue to review the pension valuation quarterly.

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Americas Gold and Silver Corporation<br> <br>Management’s Discussion & Analysis<br> <br>For the three months ended March 31, 2024

Capital Resources

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

The Company made capital expenditures of $4.8 million during the three months ended March 31, 2024 (2023: $5.8 million). Money was mostly spent on development work associated with the Galena Complex.

The following table sets out the Company’s contractual obligations as of March 31, 2024:

			Less than						Over 5

| Trade and other payables | $ | 27,126 | $ | 27,126 | $ | - | $ | - | $ | - |