Americas Gold & Silver Corp 40-F/A for FY2025
Americas Gold & Silver Corp (USAS)
About this 40-F/A
Americas Gold & Silver Corp filed this 40-F/A on April 2, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $117.93M
- up 17.7% from $100.19M a year earlier
- Net loss
- $87.45M
- compared with a net loss of $45.07M a year earlier
- Diluted EPS
- -$0.33
- compared with -$0.43 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
OR
For the fiscal year ended
Commission file number:
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(Exact Name of Registrant as Specified in its Charter) |
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(Translation of Registrant’s Name into English (if applicable))
CANADA
(Province or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address and Telephone Number of Registrant’s Principal Executive Offices)
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Copies to: Richard Raymer James Guttman Dorsey & Whitney LLP 66 Wellington Street West, Suite 3400 Toronto, Ontario M5K 1E6 (416) 367-7388 |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
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For annual reports, indicate by check mark the information filed with this form:
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2025,
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company
If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
EXPLANATORY NOTE
Americas Gold and Silver Corporation (the “Company” or the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 40-F for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Annual Report”), for the purpose of adding Exhibit 99.9, the Consent of PricewaterhouseCoopers LLP, to Amendment No. 1 to the Original Annual Report, which was filed with the SEC on March 31, 2026 (“Amendment No. 1”).
Other than the addition to Amendment No. 1 described above and the filing of updated certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant, no other changes have been made to Amendment No. 1 and this Amendment No. 2 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Amendment No. 1, or otherwise update the Amendment No. 1 for any events that have occurred after the Amendment No. 1 was filed with the SEC. Accordingly, this Amendment No. 2 should be read in conjunction with the Amendment No. 1.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.
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AMERICAS GOLD AND SILVER CORPORATION |
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By: |
/s/ Warren Varga |
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Name: |
Warren Varga |
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Title: |
Chief Financial Officer |
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Date: |
April 2, 2026 |
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3
EXHIBIT INDEX
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Annual Information Form of the Company for the year ended December 31, 2025 |
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Management’s Discussion and Analysis for the year ended December 31, 2025 |
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Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
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Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
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101.INS** |
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Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104** |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Previously filed
**Filed herewith
4
AMERICAS GOLD AND SILVER CORPORATION Consolidated Financial Statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
Americas Gold and Silver Corporation
(In thousands of U.S. dollars, unless otherwise stated)
December 31, 2025 and 2024
CONTENTS
| Page | 1 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Americas Gold and Silver Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Americas Gold and Silver Corporation and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO, because material weaknesses in internal control over financial reporting existed as of that date related to IT general controls, period end financial reporting, procure to pay, asset retirement obligation, income taxes, contract liabilities, depletion of mining interests and acquisition accounting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control over Financial Reporting included in the 2025 Management Discussion and Analysis. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Substantial Doubt About the Company's Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has reported net losses and negative cash flows from operations and its ability to continue as a going concern is dependent upon achieving profitable operations, attaining targeted financial results to comply with key financial covenants of its outstanding debt financings, and obtaining adequate equity or debt financing as necessary, and has stated that these events or conditions indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB Standards) on the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2500 Toronto, Ontario, Canada M5J 0B2 T.: +1 416 863 1133, F.: +1 416 365 8215 Fax to mail: ca_toronto_18_york_fax@pwc.com “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. |
| Page | 2 |
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| Page | 3 |
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value of Mining Interests and Investment in Joint Ventures Acquired in the Acquisition of Crescent Silver LLC
As described in Notes 3, 4 and 6 to the consolidated financial statements, the Company completed the acquisition of Crescent Silver, LLC (Crescent) via a purchase agreement dated November 12, 2025, for total consideration of $87.4 million. The acquisition was accounted for as an asset acquisition, which requires the purchase price to be allocated based on the relative fair values of assets acquired and liabilities assumed. Included in the assets acquired and liabilities assumed are (i) $84.3 million in property, plant and equipment (PP&E) of which the majority relates to mining interests, and (ii) $2.8 million of investment in joint ventures. The joint ventures mainly comprise PP&E. Management determined the fair value of the mining interests utilizing different methodologies including an income approach based on discounted cash flows and determined the fair value of the investments in joint ventures utilizing a replacement cost approach. Determining the fair values required management to apply significant judgment and involved the use of key assumptions including the discount rate, future production levels and future commodities prices for the mining interests, and replacement cost for the investment in joint ventures.
The principal considerations for our determination that performing procedures relating to the fair value of mining interests and investment in joint ventures acquired in the acquisition of Crescent is a critical audit matter are (i) the significant judgment by management when developing the fair values of the mining interests and investment in joint ventures; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's key assumptions related to the discount rate, future production levels, future commodities prices, and replacement cost used by management in determining the fair values of the mining interests and the investment in joint ventures; and (iii) the audit effort involved in the use of professionals with specialized skill and knowledge. As described in the "Opinions on the Financial Statements and Internal Control over Financial Reporting" section, a material weakness was identified related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) reading the purchase agreement; (ii) testing management's process for determining the fair values of the mining interests and the investment in joint ventures; (iii) evaluating the appropriateness of the methods used by management; (iv) testing the completeness and accuracy of underlying data used by management; and (v) evaluating the reasonableness of the key assumptions used by management related to the discount rate, future production levels and future commodities prices for the mining interests and replacement cost for investment in joint ventures.
| Page | 4 |
Evaluating management's assumptions related to future production levels involved considering whether they were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the overall reasonableness of the fair values of the mineral interests and the interest in joint ventures, including evaluating the reasonableness of the discount rate, future commodities prices, and replacement cost.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
March 30, 2026
We have served as the Company's auditor since 2015.
| Page | 5 |
Americas Gold and Silver Corporation
Consolidated statements of financial position
(In thousands of U.S. dollars)
| December 31, | December 31, | |||||
| As at | 2025 | 2024Revised (1) | ||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Trade and other receivables (Note 7) | ||||||
| Inventories (Note 8) | ||||||
| Prepaid expenses | ||||||
| Derivative instruments (Note 15 and 27) | ||||||
| Non-current assets | ||||||
| Restricted cash | ||||||
| Property, plant and equipment (Note 6 and 9) | ||||||
| Investment in joint ventures (Note 6) | ||||||
| Derivative instruments (Note 15 and 27) | ||||||
| Total assets | $ | $ | ||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Trade and other payables | $ | $ | ||||
| Metals contract liability (Note 10) | ||||||
| Silver contract liability (Note 11) | ||||||
| Derivative instruments (Note 12) | ||||||
| Convertible debenture (Note 12) | ||||||
| Pre-payment facility (Note 13) | ||||||
| Credit facility (Note 14) | ||||||
| Term loan facility (Note 15) | ||||||
| Royalty payable (Note 16) | ||||||
| Non-current liabilities | ||||||
| Other long-term liabilities | ||||||
| Metals contract liability (Note 10) | ||||||
| Silver contract liability (Note 11) | ||||||
| Credit facility (Note 14) | ||||||
| Term loan facility (Note 15) | ||||||
| Post-employment benefit obligations (Note 17) | ||||||
| Decommissioning provision (Note 18) | ||||||
| Deferred tax liabilities (Note 25) | ||||||
| Total liabilities | $ | $ | ||||
| Equity | ||||||
| Share capital (Note 19) | ||||||
| Equity reserve | ||||||
| Foreign currency translation reserve | ||||||
| Deficit | ( |
) | ( |
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| Total equity | $ | $ | ||||
| Total liabilities and equity | $ | $ |
Going concern (Note 2), Contingencies (Note 30), Subsequent events (Note 31)
(1) Metals and silver contract liabilities were revised from liabilities to retained earnings in fiscal 2024 (see Note 10 and 11).
APPROVED BY THE BOARD
| (Signed) Brad Kipp | (Signed) Gordon Pridham |
| Director | Director |
The accompanying notes are an integral part of the consolidated financial statements.
| Page | 6 |
Americas Gold and Silver Corporation
Consolidated statements of loss and comprehensive loss
For the years ended December 31, 2025 and 2024
(In thousands of U.S. dollars, except share and per share amounts)
| 2025 | 2024Revised (1) | |||||
| Revenue (Note 22) | $ | $ | ||||
| Cost of sales (Note 23) | ( |
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| Depletion and amortization (Note 9) | ( |
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| Care and maintenance costs | ( |
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| Corporate general and administrative (Note 24) | ( |
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| Exploration costs | ( |
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| Accretion on decommissioning provision | ( |
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| Interest and financing expense | ( |
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| Foreign exchange loss | ( |
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| Gain on disposal of assets | ||||||
| Impairment to property, plant and equipment (Note 9) | ( |
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| Loss on metals contract liabilities (Note 10 and 11) | ( |
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| Other gain (loss) on derivatives (Note 12,15 and 27) | ( |
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| Fair value loss on royalty payable (Note 16) | ( |
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| Loss before income taxes | ( |
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| Income tax expense (Note 25) | ( |
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| Net loss | $ | ( |
) | $ | ( |
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| Attributable to: | ||||||
| Shareholders of the Company | $ | ( |
) | $ | ( |
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| Non-controlling interests (Note 2 and 21) | ( |
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| Net loss | $ | ( |
) | $ | ( |
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| Other comprehensive income (loss) | ||||||
| Items that will not be reclassified to net loss | ||||||
| Remeasurement of post-employment benefit obligations | $ | $ | ||||
| Deferred income taxes | ( |
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| Items that may be reclassified subsequently to net loss | ||||||
| Foreign currency translation reserve | ( |
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| Other comprehensive income | ||||||
| Comprehensive loss | $ | ( |
) | $ | ( |
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| Attributable to: | ||||||
| Shareholders of the Company | $ | ( |
) | $ | ( |
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| Non-controlling interests (Note 2 and 21) | ( |
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| Comprehensive loss | $ | ( |
) | $ | ( |
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| Loss per share attributable to shareholders of the Company | ||||||
| Basic and diluted | ( |
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| Weighted average number of common shares | ||||||
| outstanding (2) | ||||||
| Basic and diluted (Note 20) |
(1) Loss on metals contract liabilities was revised in fiscal 2024 (see Note 10 and 11).
(2) Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).
The accompanying notes are an integral part of the consolidated financial statements.
| Page | 7 |
Americas Gold and Silver Corporation
Consolidated statements of changes in equity
For the years ended December 31, 2025 and 2024
(In thousands of U.S. dollars, except share amounts in thousands of units)
| Foreign | ||||||||||||||||||||||||
| Share capital | currency | Attributable | Non- | |||||||||||||||||||||
| Common | Equity | translation | to shareholders | controlling | Total | |||||||||||||||||||
| Shares (2) | Amount | reserve | reserve | Deficit | of the Company | interests | equity | |||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||
| Net loss for the year | - | ( |
) | ( |
) | ( |
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| Other comprehensive income (loss) for the year | - | ( |
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| Acquisition of Crescent (Note 6) | ||||||||||||||||||||||||
| Non-brokered private placements (Note 19) | ||||||||||||||||||||||||
| Bought deal private placements (Note 19) | ||||||||||||||||||||||||
| Common shares issued (Note 19) | ||||||||||||||||||||||||
| Conversion of convertible debenture (Note 12) | ( |
) | ||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||
| Exercise of options, warrants, and other share units | ( |
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| Balance at December 31, 2025 | $ | $ | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||
| Balance at January 1, 2024Revised (1) | $ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Net loss for the year | - | ( |
) | ( |
) | ( |
) | ( |
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| Other comprehensive income for the year | - | |||||||||||||||||||||||
| Contribution from non-controlling interests (Note 21) | - | |||||||||||||||||||||||
| Equity offering, net (Note 19) | ||||||||||||||||||||||||
| Non-brokered private placements (Note 19) | ||||||||||||||||||||||||
| Private placement of subscription receipts (Note 19) | ||||||||||||||||||||||||
| Acquisition of non-controlling interests (Note 21) | ( |
) | ( |
) | ( |
) | ( |
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| Common shares issued | ||||||||||||||||||||||||
| Warrants issued | - | |||||||||||||||||||||||
| Retraction of convertible debenture (Note 12) | ( |
) | ||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||
| Exercise of warrants | ( |
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| Balance at December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | $ | $ | |||||||||||||||
(1) Loss on metals contract liabilities was revised in fiscal 2024 (see Note 10 and 11).
(2) Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).
The accompanying notes are an integral part of the consolidated financial statements.
| Page | 8 |
Americas Gold and Silver Corporation
Consolidated statements of cash flows
For the years ended December 31, 2025 and 2024
(In thousands of U.S. dollars)
| 2025 | 2024 | |||||
| Cash flow generated from (used in) | ||||||
| Operating activities | ||||||
| Net loss for the period | $ | ( |
) | $ | ( |
) |
| Adjustments for the following items: | ||||||
| Depletion and amortization | ||||||
| Income tax expense | ||||||
| Accretion on decommissioning provision | ||||||
| Share-based payments | ||||||
| Non-cash expenses from common shares issued | ||||||
| Provision on other long-term liabilities | ( |
) | ( |
) | ||
| Interest and financing expense | ||||||
| Net charges on post-employment benefit obligations | ( |
) | ( |
) | ||
| Inventory write-downs | ||||||
| Impairment to property, plant and equipment | ||||||
| Gain on disposal of assets | ( |
) | ( |
) | ||
| Loss on metals contract liabilities | ||||||
| Other loss (gain) on derivatives | ( |
) | ||||
| Fair value loss on royalty payable | ||||||
| ( |
) | |||||
| Changes in non-cash working capital items: | ||||||
| Trade and other receivables | ( |
) | ||||
| Inventories | ( |
) | ( |
) | ||
| Prepaid expenses | ( |
) | ||||
| Trade and other payables | ( |
) | ||||
| Net cash generated from (used in) operating activities | ( |
) | ( |
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| Investing activities | ||||||
| Expenditures on property, plant and equipment | ( |
) | ( |
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| Proceeds from disposal of assets | ||||||
| Net cash used in investing activities | ( |
) | ( |
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| Financing activities | ||||||
| Glencore pre-payment facility | ||||||
| Net movements in pre-payment facility | ( |
) | ( |
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| Net movements in credit facility | ( |
) | ||||
| Lease payments | ( |
) | ( |
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| Repayment of promissory notes | ( |
) | ||||
| Equity offering, net | ||||||
| Non-brokered private placements, net | ||||||
| Private placement of subscription receipts, net | ||||||
| Bought deal private placement, net | ||||||
| Acquisition of non-controlling interests | ( |
) | ||||
| Term loan facility, net | ||||||
| Metals contract liability | ( |
) | ( |
) | ||
| Royalty agreement | ( |
) | ( |
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| Derivative instruments | ||||||
| Proceeds from exercise of options and warrants | ||||||
| Contribution from non-controlling interests | ||||||
| Net cash generated from financing activities | ||||||
| Effect of foreign exchange rate changes on cash | ( |
) | ||||
| Increase in cash and cash equivalents | ||||||
| Cash and cash equivalents, beginning of year | ||||||
| Cash and cash equivalents, end of year | $ | $ | ||||
| Interest paid during the year | $ | $ |
The accompanying notes are an integral part of the consolidated financial statements.
| Page | 9 |
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Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
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 North America. 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 consolidated financial statements of the Company for the year ended December 31, 2025 were approved and authorized for issue by the Board of Directors of the Company on March 30, 2026.
2. Basis of presentation and going concern
The Company prepares its consolidated financial statements on a going concern basis in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), which the Canadian Accounting Standards Board has approved for incorporation into Part I of the Chartered Professional Accountants Canada Handbook and interpretations developed by the IFRS Interpretations Committee ("IFRIC"). In preparing these consolidated financial statements, management has considered all available information about the future, which is at least, but not limited to, twelve months from year-end. Significant accounting judgments and estimates used by management in the preparation of these consolidated financial statements are presented in Note 4.
On August 21, 2025 the Company filed articles of amendment to complete an approved share consolidation of the Company's issued and outstanding common shares on the basis of
These 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. During the year ended December 31, 2025, the Company reported a net loss of $
Continuance as a going concern is dependent upon the Company’s ability to achieve profitable operations, attain targeted financial results to comply with key financial covenants of its outstanding debt financings, and obtain adequate equity or debt financing as necessary. The Company complied with key financial covenants of its outstanding debt financings during fiscal 2025 while certain financial covenants from December 31, 2025 to March 31, 2026 on earnings and debt ratios from the existing senior secured debt facility were waived. Since 2020 to 2025, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. The Company most recently completed a bought deal private placement on December 4, 2025 raising gross proceeds of $
As a result, several material uncertainties may cast significant doubt (or raise substantial doubt as contemplated by PCAOB Standards) on the Company’s ability to continue as going concern.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
These consolidated financial statements do not reflect any adjustments to carrying values of assets and liabilities and the reported expenses and consolidated statement of financial position classification that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
3. Summary of material accounting policies
The material accounting policies used in the preparation of these consolidated financial statements are as follows:
a. Consolidation
These consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries, including special purpose entities). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Where the Company's interest in a subsidiary is less than 100%, the Company recognizes non-controlling interests. All intercompany transactions and balances, income and expenses have been eliminated.
The Company applies the acquisition method to account for business combinations. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Company elects on an acquisition-by-acquisition basis whether to measure non-controlling interests at its fair value, or at its proportionate share of the recognized amount of identifiable net assets. Acquisition-related costs are expensed as incurred. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interests over the net identifiable assets acquired and liabilities assumed. If this consideration is negative, a bargain purchase gain is recognized immediately in profit or loss.
Where an acquisition does not meet the definition of a business, it is accounted for as an asset acquisition, whereby the cost of the acquisition is allocated between the individual identifiable assets and liabilities based on their relative fair values at the date of acquisition. No goodwill is recognized in an asset acquisition.
On December 19, 2024, the Company completed the acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott; consequently from December 19, 2024, consolidated net loss and other comprehensive loss are 100% attributable to the shareholders of the Company.
b. Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components. Determination of operating segments are based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions about resources to be allocated to the segment and performance assessment, and for which discrete financial information is available. Unallocated items not directly attributable to a segment comprise mainly of corporate assets and head office expenses.
c. Presentation currency and functional currency
The Company's presentation currency is the U.S. dollar ("USD"). The functional currency of the Company's Canadian subsidiaries is the Canadian dollar ("CAD"), and the functional currency of its U.S. and Mexican subsidiaries is the USD. The consolidated financial statements of the Company are translated into the presentation currency. Assets and liabilities have been translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (the average rate for the period). All resulting exchange differences are recorded in the foreign currency translation reserve.
d. Foreign currency translations
Transactions in foreign currencies are translated into the entities' functional currency at the exchange rate at the date of the transactions. Monetary assets and liabilities of the Company's operations denominated in a currency other than the functional currency are translated at the rate in effect at the statement of financial position date, and non-monetary items at historic exchange rates at each transaction date. Revenue and expense items are translated at average exchange rates of the reporting period. Gains and losses on translation are charged to the statements of loss and comprehensive loss.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
e. Revenue recognition
The Company applies the following five-step approach in recognizing revenue from contracts with customers:
- Identify the enforceable contract with the customer.
- Identify the separate performance obligations in the contract from transferring the distinct good or service.
- Determine the transaction price for consideration of transferring the good or service.
- Allocate the transaction price to the separate performance obligations identified.
- Recognize revenue when each separate performance obligation is satisfied.
The Company recognizes revenue through entering into concentrate sales contracts with customers with the performance obligation of delivering its concentrate production in exchange for consideration valued initially under provisional pricing arrangements. Revenue from sales is recorded at the time of delivery based on forward prices for the expected date of final settlement. The final sale prices are determined by quoted market prices in a period subsequent to the date of sale.
Subsequent variations in metal prices are recognized as embedded derivative pricing adjustments at fair value from contracts with customers.
The Company recognizes deferred revenue from advanced consideration received for fixed and variable precious metals deliveries over a specified period. Deferred revenue is recognized into revenue as performance obligations to metals delivery are satisfied over the term of the delivery contract.
The Company recognizes revenue when control of finished silver has transferred to the customer. The sale price is fixed on the date of sale primarily based on the silver spot price in the London spot market.
f. Defined benefit plans
The cost of defined benefit plans is determined using the projected unit credit method. The related pension liability recognized in the consolidated statement of financial position is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
Actuarial valuations for defined benefit plans are carried out annually. The discount rate applied in arriving at the present value of the pension liability represents the yield on high quality corporate bonds denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.
Actuarial gains and losses arise from the difference between the actual long-term rate of return on plan assets for a period and the expected long-term rate of return on plan assets for that period, or from changes in actuarial assumptions used to determine the accrued benefit obligation. Actuarial gains and losses arising in the year are recognized in full in the period in which they occur, in other comprehensive income and retained earnings without recycling to the consolidated statement of loss and comprehensive loss in subsequent periods.
Current service cost, the recognized element of any past service cost, interest expense arising on the pension liability and the expected return on plan assets are recognized in the same line items in the consolidated statement of loss and comprehensive loss as the related compensation cost.
The values attributed to plan liabilities are assessed in accordance with the advice of independent qualified actuaries. Service costs arising from plan amendments are recognized immediately.
g. Share-based payments
The Company's stock option plan allows its employees (including directors and officers) and non-employees to acquire shares of the Company. Accordingly, the fair value of the option is either charged to operations or capitalized to exploration or development expenditures, depending on the accounting for the optionee's other compensation, with a corresponding increase in equity reserve.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted using the Black-Scholes Option Pricing Model.
The costs of equity-settled transactions are recognized, together with a corresponding increase in equity reserve, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognized for equity-settled transactions at each reporting date up to the vesting date reflects the Company's best estimate of the number of equity instruments that will ultimately vest. The charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in equity reserve. No expense is recognized for awards that do not ultimately vest.
Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
h. Income taxes
Income tax comprises of current and deferred tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in other comprehensive income (loss) or directly in equity, in which case the income tax is also recognized directly in other comprehensive income (loss) or equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and it considers whether it is probable that a taxation authority will accept an uncertain tax treatment. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognized in respect of temporary differences between the carrying amount of assets and liabilities in the consolidated statement of financial position and the corresponding tax bases used in the computation of taxable income. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the consolidated statement of financial position date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses to the extent it is probable future taxable profits will be available against which they can be utilized.
The Company does not recognize any deferred income taxes relating to its investments in subsidiaries. Deferred tax assets and liabilities are offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
i. Earnings/loss per share
Basic earnings/loss per share is calculated by dividing the net earnings/loss for the period attributable to equity owners of the Company by the weighted average number of common shares outstanding during the period.
Diluted earnings/loss per share is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method. The treasury stock method, which assumes that outstanding stock options and warrants with an average exercise price below the market price of the underlying shares, are exercised and the assumed proceeds are used to repurchase common shares of the Company at the average market price of the common shares for the period. The Company's potentially dilutive common shares comprise stock options granted to employees, and warrants.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
j. Comprehensive income (loss)
Comprehensive income (loss) is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that would not normally be included in net earnings such as foreign currency gains or losses related to the Company's net investment in foreign operations and unrealized gains or losses on available-for-sale securities net of tax. The Company's comprehensive income (loss), components of other comprehensive income (loss) and cumulative translation adjustments are presented in the consolidated statements of comprehensive income (loss) and the consolidated statements of changes in equity.
k. Inventories
Concentrates, ore stockpile, and spare parts and supplies are valued at the lower of cost and estimated net realizable value. Cost for concentrates and ore stockpile includes all direct costs incurred in production including direct labour and materials, freight, depreciation and amortization and directly attributable overhead costs determined on a weighted average basis for the Mexican operations and first in, first out method for the U.S. operations. Cost for spare parts and supplies are determined using the first in, first out method. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and future metal prices less estimated future production costs to convert inventories into saleable form.
Any write-downs of inventory to net realizable value are recorded as cost of sales. If there is a subsequent increase in the value of inventories, the previous write-downs to net realizable value are reversed to the extent that the related inventory has not been sold.
Ore stockpile represents ore that has been extracted from the mine and is available for further processing. Costs added to ore stockpile are valued based on current mining cost per tonne incurred up to the point of stockpiling the ore and are removed at the average cost per tonne when processed. Ore stockpile is verified by periodic surveys.
Materials and supplies inventory are valued at the lower of cost and net realizable value, where cost is determined using the first-in-first-out method. Any provision for obsolescence is determined by reference to specific items of stock. A regular review is undertaken to determine the extent of any provision for obsolescence by comparing those items to their net realizable value. If carrying value exceeds net realizable value, a write-down is recognized.
Finished goods, in-circuit work in progress, and ore on leach pads are valued at the lower of cost and estimated net realizable value. Cost for in-circuit work in progress and ore on leach pads includes all direct costs incurred in production including direct labour and materials, freight, depreciation and amortization and directly attributable overhead costs determined on a first in, first out method. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and future metal prices less estimated future production costs to convert inventories into saleable form.
l. Property, plant and equipment
(i) Producing mining interests
Producing mining interests are carried at cost less accumulated depletion and amortization and accumulated impairment losses. Following the completion of commissioning, the costs related to the mining interests are depleted and charged to operations on the unit of production method as a proportion of estimated recoverable mineral reserves.
Completion of the commissioning is deemed to have occurred when major mine and processing plant components are completed, operating results are being achieved consistently for a period of time and that there are indicators that these operational results, including mill capacity and recovery, will be sustainable in the future.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
Construction in progress is not depreciated until the assets are ready for their intended use.
(ii) Non-producing mining interests
The Company follows the method of accounting for its non-producing mining interests whereby all costs relating to the acquisition and development are deferred and capitalized by property until the property to which they directly relate is placed into production, sold, discontinued or subject to a condition of impairment. Exploration expenses not related to placing the property into production are expensed as incurred.
In the event that a mining interest is placed into production, capitalization of costs ceases, the costs are transferred to producing mining interests and the mining interest is depleted on a unit of production basis. The recoverability of amounts is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Company to finance the further development of the properties, and on the future profitable production or proceeds from the disposition thereof.
(iii) Plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate assets (major components) of property, plant and equipment.
The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within that part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Repairs and maintenance are charged to the consolidated statement of loss and comprehensive loss during the period in which they are incurred.
Depreciation is recorded over the estimated useful life of the asset as follows:
• Mining interests -
• Plant and equipment -
• Corporate office equipment -
Residual values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.
(iv) Impairment and reversal of impairment
The Company reviews and evaluates the carrying values of its property, plant and equipment to determine whether there is an indication of impairment or reversal of impairment. For exploration and evaluation assets, indication includes but is not limited to expiration of the right to explore, substantive expenditure in the specific area is neither budgeted nor planned, and if the entity has decided to discontinue exploration activity in the specific area.
When the carrying value of assets exceeds the recoverable amount, the carrying value of the assets is reduced to the recoverable amount. The recoverable amount takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use of the asset. To achieve this, the recoverable amount is the higher of value in use (being the net present value of expected pre-tax future cash flows of the relevant asset) and fair value less costs to dispose the asset.
If, after the Company has previously recognized an impairment loss, circumstances indicate that the recoverable amount of the impaired assets is greater than the carrying amount, the Company reverses the impairment loss by the amount the revised fair value exceeds its carrying amount, to a maximum of the previous impairment loss. In no case shall the revised carrying amount exceed the original carrying amount, after depreciation or amortization, that would have been determined if no impairment loss had been recognized.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
(v) Care and maintenance
The Company may elect to place its mining operations in care and maintenance if continued operation is no longer economically feasible due to change in circumstances. During care and maintenance, depreciable property, plant and equipment continue to be depreciated over their useful lives.
m. Decommissioning provision
The Company recognizes contractual, statutory and legal obligations associated with retirement of mining properties when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, the decommissioning provision is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding decommissioning provision is added to the carrying amount of that asset and the cost is amortized as an expense over the economic life of the related asset. Following the initial recognition of the decommissioning provision, the periodic unwinding of the discount is recognized in the consolidated statement of loss and comprehensive loss and adjusted for changes to the amount or timing of the underlying cash flows to settle the obligation.
n. Financial instruments
The Company classifies and measures its financial instruments at fair value, with changes in fair value recognized in profit or loss as they arise. Unless restrictive criteria regarding the objective and contractual cash flows of the instrument are met then classification and measurement are at either amortized cost or fair value through other comprehensive income.
Cash and cash equivalents and trade and other receivables are classified and measured as financial assets at amortized cost. Embedded derivatives arising from subsequent adjustments in provisional sales revenue are classified and measured as financial instruments at fair value through profit or loss. Trade and other payables are classified and measured as financial liabilities at amortized cost. Pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes are classified as financial liabilities initially at fair value through profit or loss and subsequently carried at amortized cost. 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 using a credit adjusted discount rate. Royalty payable 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. 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.
o. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset during the period of time required to complete and prepare the asset for its intended use or sale and amortized over the expected useful life of the asset. Other borrowing costs not directly attributable to a qualifying asset are expensed in the period incurred.
p. Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.
q. Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
r. Restricted cash
Restricted cash includes cash that has been pledged for reclamation and closure activities which are not available for immediate disbursement.
4. Significant accounting judgments and estimates
The preparation of financial statements in conformity with the 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 from those estimates.
The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:
(i) Depletion and amortization
Mining properties are depleted using the unit-of-production method over a period not to exceed the estimated life of the ore body based on estimated recoverable reserves.
Property, plant and equipment are depreciated, net of residual value over their estimated useful life but do not exceed the related estimated life of the mine based on estimated recoverable mineral reserves.
The calculation of the units of production rate, and therefore the annual depletion and amortization expense, could be materially affected by changes in the underlying estimates. Changes in estimates can be the result of actual future production differing from current forecasts of future production and expansion of mineral reserves through exploration activities.
(ii) Decommissioning provision
The Company assesses its decommissioning provision on an annual basis or when new material information becomes available. Mining and exploration activities are subject to various laws and regulations governing the protection of the environment. In general, these laws and regulations are continually changing and the Company has made, and intends to make in the future, expenditures to comply with such laws and regulations. Accounting for decommissioning provision requires management to make estimates of the time and future costs the Company will incur to complete the rehabilitation work required to comply with existing laws and regulations at each mining operation. Also, future changes to environmental laws and regulations could increase the extent of rehabilitation work required to be performed by the Company. Increases in future costs could materially impact the amounts charged to operations for decommissioning provision. The provision represents management's best estimate of the present value of the future decommissioning provision. The actual future expenditures may differ from the amounts currently provided.
(iii) Income taxes
Preparation of the consolidated financial statements requires an estimate of income taxes in each of the jurisdictions in which the Company operates. The process involves an estimate of the Company's current tax exposure and an assessment of temporary differences resulting from differing treatment of items, such as depletion and amortization, for tax and accounting purposes, and when they might reverse.
These differences result in deferred tax assets and liabilities that are included in the Company's consolidated statements of financial position.
An assessment is also made to determine the likelihood that the Company's future tax assets will be recovered from future taxable income. To the extent that recovery is not considered likely, the related tax benefits are not recognized.
Judgment is required to continually assess changing tax interpretations, regulations and legislation, to ensure liabilities are complete and to ensure assets, net of valuation allowances, are realizable. The impact of different interpretations and applications could be material.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
(iv) Assessment of impairment and reversal of impairment indicators
The Company applies judgment in assessing whether indicators of impairment or reversal of impairment exist for a cash generating unit which would require impairment testing. Internal and external sources such as changes in use of an asset, capital and production forecasts, commodity prices, quantities of reserves and resources, and changes in market, economic, and legal environment are used by management in determining whether there are any indicators.
The Company determines recoverable amount based on the after-tax discounted cash flows from a cash generating unit's life-of-mine cash flow projection which incorporates management's best estimates of commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size, grade and recovery of the ore bodies. Absent a life-of-mine cash flow projection, a market approach of comparable companies is used to determine recoverable amount of in-situ ounces from the cash generating unit.
(v) Cash flows from ongoing production and impact on operations
The Company had negative operating cash flows during the year ended December 31, 2025. The ability to achieve cash flow positive production through meeting production targets at the Cosalá Operations and Galena Complex, including the acquired Crescent Mine, allowing the Company to generate positive operating cash flows, while facing market fluctuations in commodity prices and inflationary pressures, maintaining access to capital markets, and comply with key financial covenants are significant judgments in these consolidated financial statements with respect to the Company’s liquidity. Should the Company experience decreasing commodity prices and negative operating cash flows in future periods, or encounter non-compliance of key financial covenants, the Company will need to raise additional funds through the issuance of equity or debt securities which funding cannot be assured.
(vi) Fair value allocation for transactions accounted for as asset acquisitions
Asset acquisitions require judgment and estimates to be made at the date of acquisition in relation to determining assets and liability fair values and the allocation of the purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed. The purchase consideration is first allocated to monetary assets and liabilities such as cash and cash equivalents, receivables and payables. The remaining purchase consideration is allocated to non-monetary assets where fair values are determined through an income, market, or cost approach applied based on the nature of the asset.
5. 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. The following standards have been issued by the IASB:
- Amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual reporting periods beginning on or after January 1, 2026 and are not expected to have a material impact on the financial statements.
- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively. This standard is currently being assessed for its impact on the Company's financial statements in the future reporting periods.
6. Acquisition of Crescent Silver, LLC
On December 12, 2025, the Company completed the acquisition of Crescent Silver, LLC ("Crescent") via a purchase agreement dated November 12, 2025. The acquisition was completed by the Company acquiring all the membership interests in the capital of Crescent from Hale Capital Partners, L.P. for consideration of $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The acquisition was concentrated on the identifiable asset of Crescent’s mineral interests and accounted for as an asset acquisition. The Company measures and recognizes asset acquisitions that are not a business combination based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisition. The consideration paid was allocated to the fair value of identifiable assets acquired and liabilities assumed on a relative fair value basis. Included in the net assets acquired are $
The fair value of the mining interests was determined using an income approach based on discounted cash flows, and a market approach. For fair value of investment in joint ventures was determined using a replacement cost approach as majority of the joint ventures’ net assets relate to property, plant and equipment.
Key assumptions used in fair values include discount rate, future production levels, future commodity prices, and a dollar per ounce silver implied multiple for the mining interests, and replacement cost for investment in joint ventures.
The following summarizes the total consideration paid and the amounts allocated to assets acquired and liabilities assumed:
| Consideration | |||
| Cash consideration | $ | ||
| Common share consideration | |||
| Number of common shares | |||
| Common share price, December 12, 2025 | |||
| Acquisition related transaction costs | |||
| Total consideration | $ | ||
| Allocation of consideration | |||
| Cash and cash equivalents | $ | ||
| Trade and other receivables | |||
| Inventories | |||
| Property, plant and equipment | |||
| Investment in joint ventures | |||
| Trade and other payables | ( |
) | |
| Net assets acquired | $ |
Investment in joint ventures acquired includes a
7. Trade and other receivables
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Trade receivables | $ | $ | ||||
| Value added taxes receivable | ||||||
| Other receivables | ||||||
| $ | $ |
8. Inventories
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Concentrates | $ | $ | ||||
| Ore stockpiles | ||||||
| Spare parts and supplies | ||||||
| $ | $ |
The amount of inventories recognized in cost of sales was $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
9. Property, plant and equipment
| Corporate | ||||||||||||||||||
| Mining | Non-producing | Plant and | Right-of-use | office | ||||||||||||||
| interests | properties | equipment | lease assets | equipment | Total | |||||||||||||
| Cost | ||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||
| Asset additions | ||||||||||||||||||
| Change in decommissioning provision | ( |
) | ( |
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| Balance at December 31, 2024 | ||||||||||||||||||
| Asset additions | ||||||||||||||||||
| Asset disposals | ( |
) | ( |
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| Change in decommissioning provision | ( |
) | ( |
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| Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||
| Accumulated depreciation and depletion | ||||||||||||||||||
| Balance at January 1, 2024 | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||
| Depreciation/depletion for the year | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Balance at December 31, 2024 | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Depreciation/depletion for the year | ( |
) | ( |
) | ( |
) | ( |
) | ( |
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| Impairment for the year | ( |
) | ( |
) | ||||||||||||||
| Balance at December 31, 2025 | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
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| Carrying value | ||||||||||||||||||
| at December 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||
| at December 31, 2025 | $ | $ | $ | $ | $ | $ |
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. An impairment of a hoist at the Galena Complex was identified during the year ended December 31, 2025 where carrying value of $
Right-of-use lease assets consist of long-term commitments on mining equipment and office space leases.
The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $
The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at December 31, 2025, the carrying amount of this property was $
10. Precious metals delivery and purchase agreement
On April 3, 2019, the Company entered into a $
The Purchase Agreement was further amended in 2023 and 2024 by which the Company received advances to pay its gold obligations with a final amendment on December 19, 2024, whereby the Company will deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company shall have the right for Sandstorm to subscribe common shares of the Company for proceeds up to a maximum of $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The following table summarizes the continuity of the Company’s net metals contract liability during the period discounted using a credit adjusted risk rate of
| Year | Year | |||||
| ended | ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Net metals liability, beginning of year | $ | $ | ||||
| Revision from liabilities to retained earnings | ( |
) | ||||
| Revised net metals liability, beginning of year Revised (1) | $ | $ | ||||
| Advance increase (net of financing expense) | ||||||
| Delivery of metals purchased | ( |
) | ( |
) | ||
| Revaluation of metals liability | ||||||
| Net metals liability, end of year | $ | $ | ||||
| Current portion | $ | $ | ||||
| Non-current portion | ||||||
| $ | $ |
(1) Previously the Company used a risk-free rate rather than a credit adjusted risk free rate in determining the fair value of the net metals liability. Approximately $
11. Silver metals delivery agreement
On December 19, 2024, as part of the consideration for the remaining
The fixed deliveries are recognized as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries will be satisfied through external purchase of silver. A fair value of the metals contract liability of $
The following table summarizes the continuity of the Company’s net metals contract liability during the period discounted using a credit adjusted risk rate of
| Year | |||
| ended | |||
| December 31, | |||
| 2025 | |||
| Net silver liability, beginning of year | $ | ||
| Revision from liabilities to retained earnings | ( |
) | |
| Revised net silver liability, beginning of year Revised (1) | |||
| Revaluation of metals liability | |||
| Net silver liability, end of year | $ | ||
| Current portion | $ | ||
| Non-current portion | |||
| $ |
(1) Previously the Company used a risk-free rate rather than a credit adjusted risk free rate in determining the fair value of the net silver liability. Approximately $
12. Convertible debenture
On April 28, 2021, the Company issued a $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The Company amended the Convertible Debenture multiple times increasing the principal balance to total outstanding principal, net of retractions, of $
The Convertible Debenture was fully converted by the holders as of January 31, 2025 at the conversion price of $
The Company recognized a gain of $
13. 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 $
14. Credit facility
On August 14, 2024, the Company signed a credit and offtake agreement with Trafigura PTE Ltd. (“Trafigura”) for a secured credit facility of up to $
15. Term loan facility
On June 24, 2025, the Company closed a senior secured debt facility (the "Term Loan Facility") with SAF Group ("SAF") for funds of up to $
The Term Loan Facility is due in 5 years and subject to a
At inception, the Initial Advance was accounted for at amortized cost, net of $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
16. Royalty payable
On April 12, 2023,
On inception,
17. Post-employment benefit obligations
The Company maintains two non-contributory defined benefit pension plans covering substantially all employees at its U.S. operating subsidiary, U.S. Silver - Idaho, Inc. One plan covers salaried employees and one plan covers hourly employees. Benefits for the salaried plan are based on salary and years of service. Hourly plan benefits are based on negotiated benefits and years of service. The Company's funding policy is to contribute annually the minimum amount prescribed, as specified by applicable regulations. The expected average service life of the active plan participants as at December 31, 2025 is approximately
The amounts recognized in the consolidated statements financial position are as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Present value of funded obligations | ||||||
| Fair value of plan assets | ||||||
| Deficit of funded plans | $ | $ |
The movements in the defined benefit obligations are as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Obligations, beginning of year | $ | $ | ||||
| Current service costs | ||||||
| Interest costs | ||||||
| Benefits paid | ( |
) | ( |
) | ||
| Actuarial loss (gain) | ( |
) | ( |
) | ||
| Obligations, end of year | $ | $ |
The movements in the fair value of plan assets are as follows:
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Assets, beginning of year | $ | $ | ||||
| Return on assets | ||||||
| Actuarial gain | ||||||
| Employer contributions | ||||||
| Benefits paid | ( |
) | ( |
) | ||
| Assets, end of year | $ | $ |
The amounts recognized in the consolidated statements of loss and comprehensive loss are as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Current service costs, interest costs, and return on assets included in cost of sales | $ | $ |
The principal actuarial assumptions are as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Discount rate (expense) | ||||||
| Discount rate (year end disclosures) | ||||||
| Future salary increases (salaried plan only) |
A 1% decrease in discount rate would have resulted in approximately $
Plan assets are fully comprised of pooled or mutual funds. The expected return on plan assets at
Expected contributions to pension benefit plans for the year ended December 31, 2026 are approximately $
18. Decommissioning provision
The decommissioning provision consists of land rehabilitation, demolition of buildings and mine facilities, and related costs. Although the ultimate amount of the decommissioning provision is uncertain, the fair value of these obligations is based on information currently available, including closure plans and the Company's interpretation of current regulatory requirements.
Fair value is determined based on the net present value of future cash expenditures upon reclamation and closure. Reclamation and closure costs are capitalized into property, plant and equipment depending on the nature of the asset related to the obligation and amortized over the life of the related asset.
The decommissioning provision relates to reclamation and closure costs of the Company’s Cosalá Operations, Galena Complex, Crescent Mine, and Relief Canyon Mine. The decommissioning provision is estimated at an undiscounted amount of $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Provisions, beginning of year | $ | $ | ||||
| Decommissioning costs and change in estimates | ( |
) | ( |
) | ||
| Accretion on decommissioning provision | ||||||
| Provisions, end of year | $ | $ |
19. Share capital
On August 21, 2025 the Company completed a share consolidation of issued and outstanding common shares on the basis of
On December 12, 2025, the Company completed the acquisition of Crescent in exchange for issuance of
During the year ended December 31, 2025, the Company closed non-brokered private placements for total gross proceeds of $
During the year ended December 31, 2025, the Company settled $
The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for
On March 27, 2024, the Company completed an equity offering of
On December 19, 2024, the Company completed an acquisition of the remaining
During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
a. Authorized
Authorized share capital consists of an unlimited number of common and preferred shares. No preferred shares have been issued to date.
b. Stock option plan
The number of shares reserved for issuance under the Company's stock option plan is limited to
A summary of changes in the Company's outstanding stock options is presented below:
| Year | Year | |||||||||||
| ended | ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | |||||||||||
| Weighted | Weighted | |||||||||||
| average | average | |||||||||||
| exercise | exercise | |||||||||||
| Number | price | Number | price | |||||||||
| (thousands) | CAD | (thousands) | CAD | |||||||||
| Balance, beginning of year | $ | $ | ||||||||||
| Granted | ||||||||||||
| Exercised | ( |
) | ||||||||||
| Expired | ( |
) | ( |
) | ||||||||
| Balance, end of year | $ | $ |
The following table summarizes information on stock options outstanding and exercisable as at December 31, 2025:
| Weighted | |||||||||||||
| average | Weighted | Weighted | |||||||||||
| remaining | average | average | |||||||||||
| Exercise | contractual | exercise | exercise | ||||||||||
| price | life | Outstanding | price | Exercisable | price | ||||||||
| CAD | (years) | (thousands) | CAD | (thousands) | CAD | ||||||||
| $ |
$ | $ | |||||||||||
| $ |
|||||||||||||
| $ |
|||||||||||||
| $ |
|||||||||||||
| $ | $ |
c. Share-based payments
The weighted average fair value at grant date of the Company's stock options granted during the year ended December 31, 2025 was $
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions:
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Expected stock price volatility (1) | ||||||
| Risk free interest rate | ||||||
| Expected life | ||||||
| Expected forfeiture rate | ||||||
| Expected dividend yield | ||||||
| Share-based payments included in cost of sales | $ | $ | ||||
| Share-based payments included in general and administrative expenses | ||||||
| Total share-based payments | $ | $ |
(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 December 31, 2025 are as follows:
| Number of | Exercise | Issuance | Expiry | ||||||||
| warrants | price (CAD) | date | date | ||||||||
e. Restricted share units:
The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company's discretion. Prior to December 31, 2024, the Company previously elected to settle these units in cash. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at December 31, 2025,
Effective January 1, 2025, the Company amended the application of its accounting policy for solely share-settled restricted share units where each share-settled restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. As at December 31, 2025,
f. Performance share units:
The Company has a Performance Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of performance share units settled in common shares at the Company's discretion. Performance share units are fair valued on the date of grant with the fair value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. The fair value of performance share units is determined using a Monte Carlo simulation approach. This approach uses random numbers, together with various market assumptions to generate potential future outcomes for share prices using Geometric Brownian Motion which is an industry standard method for simulating the expected future path of share prices.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The Company granted
| Number of performance share units granted | |||
| Average fair value per unit | $ | ||
| Share price | $ | ||
| Risk free interest rate | |||
| Expected life | |||
| Expected volatility | |||
| Expected dividends | |||
| Average index share price | $ | ||
| Average correlation coefficient |
g. 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
20. Weighted average basic and diluted number of common shares outstanding
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Basic weighted average number of shares | ||||||
| Effect of dilutive stock options and warrants | ||||||
| Diluted weighted average number of shares |
Diluted weighted average number of common shares for the years ended December 31, 2025 excludes nil anti-dilutive preferred shares (2024: nil),
21. Non-controlling interests
The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for
22. Revenue
The following is a disaggregation of revenue categorized by commodities sold:
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Silver | ||||||
| Sales revenue | $ | $ | ||||
| Derivative pricing adjustments | ||||||
| Zinc | ||||||
| Sales revenue | $ | $ | ||||
| Derivative pricing adjustments | ||||||
| Lead | ||||||
| Sales revenue | $ | $ | ||||
| Derivative pricing adjustments | ( |
) | ( |
) | ||
| Other by-products | ||||||
| Sales revenue | $ | $ | ||||
| Derivative pricing adjustments | ||||||
| Total sales revenue | $ | $ | ||||
| Total derivative pricing adjustments | ||||||
| Gross revenue | $ | $ | ||||
| Proceeds before intended use | ||||||
| Treatment and selling costs | ( |
) | ( |
) | ||
| $ | $ |
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 27).
Proceeds before intended use represent net revenues recognized on sale of silver-copper concentrate mined from the EC120 Project at the Cosalá Operations as it progresses toward commercial production declaration. Sales revenue from silver and copper were approximately $
23. 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:
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Salaries and employee benefits | $ | $ | ||||
| Raw materials and consumables | ||||||
| Utilities | ||||||
| Transportation costs | ||||||
| Other costs | ||||||
| Costs before intended use | ||||||
| Changes in inventories | ( |
) | ( |
) | ||
| Inventory write-downs (Note 8) | ||||||
| $ | $ |
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
Costs before intended use represent cost of sales of direct mining costs incurred on sale of silver-copper concentrate mined from the EC120 Project at the Cosalá Operations as it progresses toward commercial production declaration. Approximately $
24. Corporate general and administrative expenses
Corporate general and administrative expenses are costs incurred at corporate and other subsidiaries that do not directly relate to production. The following are components of corporate general and administrative expenses:
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Salaries and employee benefits | $ | $ | ||||
| Directors' fees | ||||||
| Share-based payments | ||||||
| Professional fees | ||||||
| Office and general | ||||||
| $ | $ |
During the year ended December 31, 2025, $
25. Income taxes
The components of income tax expense (recovery) are as follows:
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Current income tax expense | $ | $ | ||||
| Deferred income tax recovery | ( |
) | ( |
) | ||
| Income tax expense | $ | $ |
The Company's effective rate of income tax differs from the statutory rate of
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Loss before income taxes | $ | ( |
) | $ | ( |
) |
| Statutory rate | ||||||
| Tax recovery at statutory rate | ( |
) | ( |
) | ||
| Mexican mining royalty | ||||||
| Impact of foreign tax rates | ( |
) | ||||
| Non-deductible expenses | ||||||
| Losses not recognized | ||||||
| Income tax expense (recovery) | $ | $ |
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
The Company's net deferred tax liability relates to the Mexican mining royalty and arises principally from the following:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Property, plant and equipment | $ | $ | ||||
| Other | ||||||
| Total deferred tax liabilities | ||||||
| Provisions and reserves | ( |
) | ( |
) | ||
| Net deferred tax liabilities | $ | $ |
Deferred income taxes have not been recognized in respect of the following deductible temporary differences, as management does not consider their utilization to be probable for the foreseeable future:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Property, plant and equipment | $ | $ | ||||
| Mexican tax losses (expiring in 2026 - 2035) | ||||||
| Canadian tax losses (expiring in 2034 - 2045) | ||||||
| U.S. tax losses (no expiry) | ||||||
| Provisions and other | ||||||
| Deferred Mexican mining royalty | ||||||
| $ | $ |
Canadian tax losses include a dual Canadian and U.S. resident entity with $
26. Key management transactions
Remuneration to directors and key management who have the authority and responsibility for planning, directing and continuing the activities of the Company:
| Year ended | Year ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Salaries and employee benefits | $ | $ | ||||
| Directors' fees | ||||||
| Consulting fees | ||||||
| Share-based payments |
Gross proceeds of $
27. 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, trade and other receivables and derivative instruments. 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. Derivative instruments are held by a multinational investment banking and financial services group.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
As of December 31, 2025, the Company's exposure to credit risk with respect to trade receivables amounts to $
(ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they arise. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's liquidity requirements are met through a variety of sources, including cash, cash generated from operations, credit facilities and debt and equity capital markets. The Company's trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.
The following table presents the contractual maturities of the Company's financial liabilities and provisions on an undiscounted basis:
| December 31, 2025 | |||||||||||||||
| Less than | Over 5 | ||||||||||||||
| Total | 1 year | 2-3 years | 4-5 years | years | |||||||||||
| Trade and other payables | $ | $ | $ | $ | $ | ||||||||||
| Credit facility | |||||||||||||||
| Interest on credit facility | |||||||||||||||
| Term loan facility | |||||||||||||||
| Interest and fees on term loan facility | |||||||||||||||
| Royalty payable | |||||||||||||||
| Metals contract liability | |||||||||||||||
| Silver contract liability | |||||||||||||||
| Projected pension contributions | |||||||||||||||
| Decommissioning provision | |||||||||||||||
| Other long-term liabilities | |||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||
Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:
| December 31, 2025 | |||||||||||||||
| Less than | Over 5 | ||||||||||||||
| Total | 1 year | 2-3 years | 4-5 years | years | |||||||||||
| Trade and other payables | $ | $ | $ | $ | $ | ||||||||||
| Other long-term liabilities | |||||||||||||||
| $ | $ | $ | $ | $ | |||||||||||
The following table summarizes the continuity of the Company's total lease liabilities discounted using an incremental borrowing rate ranging from
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
| Year | Year | |||||
| ended | ended | |||||
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Lease liabilities, beginning of year | $ | $ | ||||
| Additions | ||||||
| Lease principal payments | ( |
) | ( |
) | ||
| Lease interest payments | ( |
) | ( |
) | ||
| Accretion on lease liabilities | ||||||
| Lease liabilities, end of year | $ | $ |
(iii) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.
(1) Interest rate risk
The Company is subject to interest rate risk of the 3-month U.S. SOFR rate plus
(2) Currency risk
As at December 31 2025, 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 December 31, 2025 | ||||||
| CAD | MXN | |||||
| Cash and cash equivalents | $ | $ | ||||
| Trade and other receivables | ||||||
| Trade and other payables | ||||||
As at December 31, 2025, the CAD/USD and MXN/USD exchange rates were
| CAD/USD | MXN/USD | |||||
| Exchange rate | Exchange rate | |||||
| +/- 10% | +/- 10% | |||||
| Approximate impact on: | ||||||
| Net loss | $ | $ | ||||
| Other comprehensive loss | ( |
) |
The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
As at December 31, 2025 and December 31, 2024, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the years ended December 31, 2025 and 2024, the Company did not settle any non-hedge foreign exchange forward contracts.
(3) Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at December 31, 2025, 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 $
A price protection program on future precious and base metals production and commitments was completed in July 2025 in relation to the Term Loan Facility. The following were the non-hedge contracts entered:
The Company recognized a $
Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the year ended December 31, 2025 was $
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.
- 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 and silver contract liabilities: 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.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
- Pre-payment, credit, and term loan facilities, convertible debenture, and promissory notes: The principal portion of pre-payment, credit, and term loan facilities, 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).
| December 31, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Level 2 | |||||||
| Trade and other receivables | $ | $ | |||||
| Derivative instruments - assets | ## | ||||||
| Derivative instruments - liabilities | |||||||
| Level 3 | |||||||
| Metals contract liability | |||||||
| Silver contract liability | |||||||
| Royalty payable | |||||||
| Amortized cost | |||||||
| Cash and cash equivalents | |||||||
| Restricted cash | |||||||
| Pre-payment facility | |||||||
| Credit facility | |||||||
| Term loan facility | |||||||
| Convertible debenture |
28. 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.
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
b. Geographic information
All revenues from sales of concentrates for the years ended December 31, 2025 and 2024 were earned in Mexico and the United States. The following segmented information is presented as at December 31, 2025 and December 31, 2024, and for the years ended December 31, 2025 and 2024. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.
| Cosalá Operations | Galena Complex |
As at December 31, 2025 Relief Canyon |
Corporate and Other | Total | Cosalá Operations | Galena Complex |
As at December 31, 2024 Relief Canyon |
Corporate and Other | Total | |||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||||
| Inventories | ||||||||||||||||||||||||||||||
| Prepaid expenses | ||||||||||||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||||||||||||
| Investment in Joint Ventures | ||||||||||||||||||||||||||||||
| Property, plant and equipment | ||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Trade and other payables | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||||||||||||
| Pre-payment facility | ||||||||||||||||||||||||||||||
| Credit facility | ||||||||||||||||||||||||||||||
| Term loan facility | ||||||||||||||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||||||||||||
| Metals contract liability | ||||||||||||||||||||||||||||||
| Silver contract liability | ||||||||||||||||||||||||||||||
| Convertible debenture | ||||||||||||||||||||||||||||||
| Royalty payable | ||||||||||||||||||||||||||||||
| Post-employment benefit obligations | ||||||||||||||||||||||||||||||
| Decommissioning provision | ||||||||||||||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Year ended December 31, 2025 | Year ended December 31, 2024 | |||||||||||||||||||||||||||||
| Cosalá Operations | Galena Complex | Relief Canyon | Corporate and Other | Total | Cosalá Operations | Galena Complex | Relief Canyon | Corporate and Other | Total | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Cost of sales | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Depletion and amortization | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Care and maintenance costs | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Corporate general and administrative | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Exploration costs | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Accretion on decommissioning provision | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Interest and financing income (expense) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Foreign exchange gain (loss) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Gain on disposal of assets | ||||||||||||||||||||||||||||||
| Impairment to property, plant and equipment | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Loss on metals contract liability | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Other gain (loss) on derivatives | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Fair value loss on royalty payable | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Income (loss) before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| Income tax recovery (expense) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Net income (loss) for the year | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||
c. Major customers
For the year ended December 31, 2025, the Company sold concentrates and finished goods to three major customers accounting for
Americas Gold and Silver Corporation Notes to the consolidated financial statements For the years ended December 31, 2025 and 2024 (In thousands of U.S. dollars, unless otherwise stated) |
29. Capital management
Capital is defined as equity. The Company's objectives when managing its capital are to safeguard its ability to continue as a going concern and to maximize the value for its shareholders.
The Company's activities have been funded so far through debt and equity financing based on cash needs, and through operations. The Company typically sells its shares by way of private placement. There were no changes in these objectives, policies and processes used to manage capital during the year.
The Company manages its capital structure and determines its capital requirements in light of the changing economic conditions and the risk characteristics of its assets. To reach its objectives the Company may have to maintain or adjust its capital structure by issuing new share capital or new debt.
At this stage of its development, it is the policy of the Company to preserve cash to fund its operations and complete its capital projects and not to pay dividends. As of December 31, 2025, and 2024, the Company is not subject to any externally imposed capital requirements.
The following summarizes the Company's capital structure:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Equity attributable to shareholders of the Company | $ | $ |
30. 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 $
31. Subsequent events
On February 10 2026, the Company signed a joint venture agreement with United States Antimony Corporation (“US Antimony”) to construct and operate an antimony processing facility in Idaho’s Silver Valley. The joint venture will be
| Page | 37 |
Exhibit 99.4
CERTIFICATION
I, Joseph Paul Andre Huet, certify that:
1. I have reviewed this Amendment No. 2 to the Annual Report on Form 40-F of Americas Gold and Silver Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditor and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
| Date: April 2, 2026 | By: | /s/ Joseph Paul Andre Huet |
| Joseph Paul Andre Huet | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 99.5
CERTIFICATION
I, Warren Varga, certify that:
1. I have reviewed this Amendment No. 2 to the Annual Report on Form 40-F of Americas Gold and Silver Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditor and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
| Date: April 2, 2026 | By: | /s/ Warren Varga |
| Warren Varga | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 2 to the Annual Report of Americas Gold and Silver Corporation (the “Company”) on Form 40-F for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Paul Andre Huet, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| April 2, 2026 | /s/ Joseph Paul Andre Huet | |
| Joseph Paul Andre Huet | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to Americas Gold and Silver Corporation and will be retained by Americas Gold and Silver Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.7
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 2 to the Annual Report of Americas Gold and Silver Corporation (the “Company”) on Form 40-F for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Warren Varga, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| April 2, 2026 | /s/ Warren Varga | |
| Warren Varga | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to Americas Gold and Silver Corporation and will be retained by Americas Gold and Silver Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Annual Report on Form 40-F/A (Amendment No.2) for the year ended December 31, 2025 of Americas Gold and Silver Corporation of our report dated March 30, 2026, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Exhibit 99.2 to this Annual Report on Form 40-F/A (Amendment No.2).
We also consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-292931) of Americas Gold and Silver Corporation of our report dated March 30, 2026 referred to above.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
April 2, 2026