Americas Gold & Silver Corp 6-K, filed Aug 4, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2020.

Commission File Number 001-37982

AMERICASGOLD AND SILVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

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

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

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

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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INDEX TO EXHIBITS

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Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Americas Gold and Silver Corporation (“Americas Gold” or the “Company”)

145 King Street West, Suite 2870

Toronto, Ontario M5H 1J8

Item 2 Date of Material Change

May 5, 2020.

Item 3 News Release

A news release with respect to the material changed referred to in this report was issued by the Company via newswire services and filed on SEDAR on May 5, 2020.

Item 4 Summary of Material Change

On May 5, 2020, Americas Gold announced that it has entered into an agreement with a syndicate of underwriters co-led by Cormark Securities Inc. and Desjardins Securities Inc. (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 8,930,000 common shares of the Company (the “Common Shares”) at a price of $2.80 per Common Shares (the “Offering Price”), for aggregate gross proceeds of approximately $25,000,000 (the “Offering”).

Item 5 Full Description of Material Change

On May 5, 2020, Americas Gold announced the Offering, pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 8,930,000 Common Shares at the Offering Price for aggregate gross proceeds of approximately $25,000,000.

The Company has also granted to the Underwriters an option, exercisable until 11:59 p.m. on the 30th day following the closing date of the Offering, to purchase from the Company such number of additional Common Shares as is equal to 15% of the number of Common Shares at the Offering Price for market stabilization purposes and to cover over-allotments, if any.

Strategic investors led by Pierre Lassonde and Eric Sprott have indicated that they intend to subscribe for such number of Common Shares from the Offering totalling $8.75 million.

The proceeds from the sale of the Common Shares will be used for working capital and general corporate purposes, which may include the exploration, development and/or improvement of the Company’s existing mine properties, including those relating to bringing Relief Canyon into commercial production.

The Offering will be made by way of a prospectus supplement to the Company’s base shelf prospectus dated June 28, 2019.

Closing of the Offering is expected to take place on or about May 13, 2020 and is subject to the receipt of approvals of the Toronto Stock Exchange and the NYSE American LLC and other necessary regulatory approvals.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

None.

Item 8 Executive Officer

For further information, please contact:

Darren Blasutti

President and Chief Executive Officer

416-848-9503

Item 9 Date of Report

May 7, 2020