Americas Gold & Silver Corp 6-K, filed May 15, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number 001-37982

AMERICAS GOLD AND SILVER CORPORATION

(Translation of registrant’s name into English)

145 KingStreet West, Suite 2870

Toronto, Ontario, Canada

M5H 1J8

(Address ofprincipal executive offices)

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

Form 20-F  ☐            Form 40-F  ☒

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

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

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

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

SIGNATURE

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

	AMERICAS GOLD AND SILVER CORPORATION
	/s/ Peter McRae
Date: May 15, 2020	Peter McRae<br> <br>Chief Legal Officer and Senior Vice<br>President Corporate Affairs

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INDEX TO EXHIBITS

99.1	Quarterly Financial Statements
99.2	Quarterly Management Discussion and Analysis
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99.3	Certification of Interim Filings - CEO
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99.4	Certification of Interim Filings - CFO
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EX-99.1

Exhibit 99.1

AMERICAS GOLD AND SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2020 and 2019

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

Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

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

		March 31,			December 31,
As at		2020			2019
Assets
Current assets
Cash and cash equivalents		$	16,359		$	19,998
Trade and other receivables (Note 6)			2,201			5,269
Inventories (Note 7)			6,844			7,159
Prepaid expenses			1,474			1,914
Derivative instruments (Note 19)			—			585
			26,878			34,925
Non-current assets
Restricted cash			3,980			4,007
Inventories (Note 7)			981			1,339
Property, plant and equipment (Note 8)			210,466			190,389
Deferred tax assets (Note 18)			343			343
Total assets		$	242,648		$	231,003
Liabilities
Current liabilities
Trade and other payables		$	20,846		$	22,709
Deferred revenue (Note 9)			8,468			2,029
Derivative instruments (Note 19)			410			4,440
Glencore pre-payment facility (Note 11)			4,673			5,602
			34,397			34,780
Non-current liabilities
Other long-term liabilities			6,439			5,645
Deferred revenue (Note 9)			22,101			22,978
Convertible debenture (Note 10)			9,940			9,935
Post-employment benefit obligations			10,062			10,137
Decommissioning provision			8,001			7,765
Deferred tax liabilities (Note 18)			303			750
Total liabilities			91,243			91,990
Equity
Share capital (Note 12)			297,097			284,673
Equity reserve			38,912			38,061
Foreign currency translation reserve			6,866			6,695
Deficit			(205,618	)		(203,138	)
Attributable to shareholders of the Company			137,257			126,291
Non-controlling interests (Note 14)			14,148			12,722
Total equity		$	151,405		$	139,013
Total liabilities and equity		$	242,648		$	231,003

Contingencies (Note 21), Subsequent events (Note 22)

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of loss and comprehensive loss

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

		For the three-month period ended
		March 31,			March 31,
		2020			2019
Revenue (Note 15)		$	7,265		$	17,826
Cost of sales (Note 16)			(9,835	)		(12,470	)
Depletion and amortization (Note 8)			(2,315	)		(3,462	)
Care and maintenance costs			(945	)		(96	)
Corporate general and administrative (Note 17)			(1,908	)		(1,230	)
Transaction costs (Note 5)			(23	)		(977	)
Exploration costs			(1,400	)		(602	)
Accretion on decommissioning provision			(59	)		(49	)
Interest and financing expense			(92	)		(701	)
Foreign exchange gain			743			41
Gain (loss) on derivative instruments (Note 10 and 19)			3,998			(1,026	)
Gain on derivative warrant liability			—			59
Loss before income taxes			(4,571	)		(2,687	)
Income tax recovery (expense) (Note 18)			426			(126	)
Net loss		$	(4,145	)	$	(2,813	)
Attributable to:
Shareholders of the Company		$	(2,480	)	$	(2,813	)
Non-controlling interests			(1,665	)		—
Net loss		$	(4,145	)	$	(2,813	)
Other comprehensive loss
Items that will not be reclassified to net loss
Remeasurement of post-employment benefit obligations		$	(3,142	)	$	—
Items that may be reclassified subsequently to net loss
Foreign currency translation reserve			171			(425	)
Other comprehensive loss			(2,971	)		(425	)
Comprehensive loss		$	(7,116	)	$	(3,238	)
Attributable to:
Shareholders of the Company		$	(5,451	)	$	(3,238	)
Non-controlling interests			(1,665	)		—
Comprehensive loss		$	(7,116	)	$	(3,238	)
Loss per share attributable to shareholders of the Company
Basic and diluted			(0.03	)		(0.06	)
Weighted average number of common shares outstanding
Basic and diluted (Note 13)			87,819,387			44,721,090

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity

For the three-month periods ended March 31, 2020 and 2019

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

																							Attributable
																	Foreign						to
		Share capital															currency						shareholders			Non-
		Common						Preferred						Equity			translation						of the			controlling			Total
		Shares			Amount			Shares			Amount			reserve			reserve			Deficit			Company			interests			equity
Balance at January 1, 2020			86,607		$	284,512			104		$	161		$	38,061		$	6,695		$	(203,138	)	$	126,291		$	12,722		$	139,013
Net loss for the period			—			—			—			—			—			—			(2,480	)		(2,480	)		(1,665	)		(4,145	)
Other comprehensive income (loss) for the period			—			—			—			—			—			171			(3,142	)		(2,971	)		—			(2,971	)
Contribution from non-controlling interests			—			—			—			—			—			—			—			—			3,091			3,091
At-the-market<br>offering			7,926			12,424			—			—			—			—			—			12,424			—			12,424
Share-based payments			—			—			—			—			851			—			—			851			—			851
Conversion of preferred shares			104			161			(104	)		(161	)		—			—			—			—			—			—
Balance at March 31, 2020			94,637		$	297,097			—		$	—		$	38,912		$	6,866		$	(208,760	)	$	134,115		$	14,148		$	148,263
Balance at January 1, 2019			43,402		$	212,943			—		$	—		$	34,837		$	6,541		$	(170,125	)	$	84,196		$	—		$	84,196
Net loss for the period			—			—			—			—			—			—			(2,813	)		(2,813	)		—			(2,813	)
Other comprehensive loss for the period			—			—			—			—			—			(425	)		—			(425	)		—			(425	)
Share-based payments			—			—			—			—			116			—			—			116			—			116
Exercise of warrants			1,990			2,847			—			—			(848	)		—			—			1,999			—			1,999
Balance at March 31, 2019			45,392		$	215,790			—		$	—		$	34,105		$	6,116		$	(172,938	)	$	83,073		$	—		$	83,073

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

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Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows

For the three-month periods ended March 31, 2020 and 2019

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

		March 31,			March 31,
		2020			2019
Cash flow generated from (used in)
Operating activities
Net loss for the period		$	(4,145	)	$	(2,813	)
Adjustments for the following items:
Depletion and amortization			2,315			3,462
Income tax expense (recovery)			(426	)		126
Accretion and decommissioning costs			59			49
Share-based payments			756			117
Provision on other long-term liabilities			25			15
Deferred costs on convertible loans			—			361
Deferred costs on convertible debenture			5			—
Deferred revenue			5,000			—
Cash received from bond on decommissioning costs			(3	)		—
Net charges on post-employment benefit obligations			(75	)		105
Loss (gain) on derivative instruments			(3,445	)		1,187
Gain on derivative warranty liability			—			(44	)
			66			2,565
Changes in non-cash working capital items:
Trade and other receivables			3,068			(1,597	)
Inventories			673			(927	)
Prepaid expenses			440			258
Trade and other payables			(2,763	)		178
Net cash generated from operating activities			1,484			476
Investing activities
Expenditures on property, plant and equipment			(4,668	)		(2,291	)
Development costs on Relief Canyon Mine			(14,885	)		—
Investment in convertible loan receivable			—			(800	)
Net cash used in investing activities			(19,553	)		(3,091	)
Financing activities
Repayments to Glencore pre-payment facility			(929	)		(1,417	)
Payments to lease liabilities			(747	)		(60	)
Financing from promissory note			—			3,000
At-the-market<br>offering			12,814			—
Proceeds from exercise of warrants			—			1,399
Contribution from non-controlling interests			3,091			—
Net cash generated from financing activities			14,229			2,922
Effect of foreign exchange rate changes on cash			201			(339	)
Decrease in cash and cash equivalents			(3,639	)		(32	)
Cash and cash equivalents, beginning of period			19,998			3,464
Cash and cash equivalents, end of period		$	16,359		$	3,432
Cash and cash equivalents consist of:
Cash		$	16,359		$	3,422
Term deposits			—			—
		$	16,359		$	3,422
Interest paid during the period		$	426		$	370

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

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

1. Corporate information

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

The condensed interim consolidated financial statements of the Company for the three months ended March 31, 2020 were approved and authorized for issue by the Board of Directors of the Company on May 15, 2020.

2. Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Handbook of Chartered Professional Accountants of Canada applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2019. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2019 and have been consistently applied in the preparation of these condensed interim consolidated financial statements. These unaudited condensed interim consolidated financial statements were prepared on a going concern basis.

3. Changes in accounting policies and recent accounting pronouncements

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

4. Significant accounting judgmentsand estimates

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

In preparing these condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s annual consolidated financial statements as at and for the year ended December 31, 2019.

The Company has been closely monitoring developments in the COVID-19 outbreak declared as a global pandemic on March 11, 2020. Preventive measures to ensure the safety of the Company’s workforce and local communities have been implemented and there have been no outbreaks of COVID-19 at any of the Company’s operations to date. All of the Company’s mining and corporate operations continue to operate with the exception of mining operations in Cosalá as the Mexican government issued a national decree to suspend non-essential businesses, including mining operations. Statements issued by the Mexican government in May are expected to allow for the re-opening of mining operations starting in June 2020, which may allow the Cosalá Operations to resume operations early in the second half of 2020. The Company continues to manage and respond to COVID-19 to mitigate and minimize potential impacts of this global pandemic, in addition to other uncertainties, such as the price of commodities, gold recovery from Relief Canyon, and illegal blockade at the Cosalá Operations.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

5. Acquisition of Pershing Gold Corporation

On April 3, 2019, the Company obtained control and completed the acquisition of Pershing Gold Corporation (“Pershing Gold”) via an agreement and plan of merger dated September 28, 2018. The merger was completed by the Company acquiring all the outstanding common and preferred shares of Pershing Gold through exchanging each outstanding Pershing Gold common share for 0.715 common shares of the Company and exchanging each outstanding Pershing Gold preferred share for 461.44 common or preferred shares of the Company. Outstanding Pershing Gold options and restricted share units were exchanged for the Company’s common share considerations and outstanding Pershing Gold warrants became exercisable for the Company’s common shares under the same exchange ratio.

The merger has been accounted for as a business combination with the Company identified as the acquirer for accounting purposes.

The consideration paid is calculated as follows:

Non-diluted Pershing Gold common shares outstanding,<br>April 3, 2019		33,686,921
Implicit share exchange ratio		0.715
The Company’s common shares exchanged for Pershing Gold common shares		24,085,928
The Company’s common share price, April 3, 2019 ()		1.55
Total common share consideration	$	37,418
Consideration on the exchange of Pershing Gold for the Company’s equity instruments:
Preferred shares exchanged for common shares		383
Preferred shares exchanged for preferred shares		5,714
Restricted share units exchanged for common shares		803
Warrants exchanged for warrants		1
Total equity consideration		44,319
Pre-existing convertible loan from the Company to Pershing<br>Gold		2,913
Total consideration	$	47,232

All values are in US Dollars.

The purchase price allocation is as follows:

Cash and cash equivalents		$	241
Prepaid expenses			609
Restricted cash			3,787
Property, plant and equipment			49,272
Trade and other payables			(5,454	)
Decommission provision			(1,223	)
Net assets acquired		$	47,232

The acquisition of Pershing Gold by the Company was completed on April 3, 2019. As of the date of these consolidated financial statements, the determination of fair value of assets and liabilities acquired has been finalized.

6. Trade and other receivables

		March 31,			December 31,
		2020			2019
Trade receivables		$	1,636		$	4,560
Value added taxes receivable			283			636
Other receivables			282			73
		$	2,201		$	5,269

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

7. Inventories

		March 31,			December 31,
		2020			2019
Concentrates		$	1,013		$	1,292
Current ore stockpiles			608			497
Spare parts and supplies			5,223			5,370
			6,844			7,159
Long-term ore stockpiles			981			1,339
		$	7,825		$	8,498

The amount of inventories recognized as an expense was $9.8 million during the three-month period ended March 31, 2020 (2019: $12.5 million). During the three-month period ended March 31, 2020, the concentrates and ore stockpiles, and spare parts and supplies write-down to net realizable value included in cost of sales was $0.7 million (2019: $0.4 million) and nil (2019: nil), respectively.

8. 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, 2019		$	113,428		$	—		$	54,542		$	—		$	95		$	168,065
Acquisition of Pershing Gold			—			34,335			14,927			—			10			49,272
Asset additions			7,600			11,236			19,936			7,358			17			46,147
Change in decommissioning provision			93			2,510			—			—			—			2,603
Reclassification			—			9,263			(343	)		343			—			9,263
Balance at December 31, 2019			121,121			57,344			89,062			7,701			122			275,350
Asset additions			2,242			11,530			6,320			2,100			22			22,214
Change in decommissioning provision			(183	)		361			—			—			—			178
Balance at March 31, 2020		$	123,180		$	69,235		$	95,382		$	9,801		$	144		$	297,742
Accumulated depreciation and depletion
Balance at January 1, 2019		$	41,610		$	—		$	29,964		$	—		$	49		$	71,623
Depreciation/depletion for the period			8,605			—			4,415			305			13			13,338
Balance at December 31, 2019			50,215			—			34,379			305			62			84,961
Depreciation/depletion for the period			1,333			—			901			77			4			2,315
Balance at March 31, 2020		$	51,548		$	—		$	35,280		$	382		$	66		$	87,276
Carrying value
at December 31, 2019		$	70,906		$	57,344		$	54,683		$	7,396		$	60		$	190,389
at March 31, 2020		$	71,632		$	69,235		$	60,102		$	9,419		$	78		$	210,466

As at January 1, 2019, the Company recognized $0.9 million of right-of-use assets from leases upon adoption of IFRS 16 using the modified retrospective approach, where $0.1 million were from the Cosalá Operations, $0.3 million were from the Galena Complex, and $0.5 million were from Corporate and Other. The associated lease liabilities were classified into trade and other payables and other long-term liabilities in the consolidated statement of financial position.

On March 2, 2017, the Company entered into an option acquisition agreement with Impulsora Minera Santacruz S.A. de C.V., a wholly-owned subsidiary of Santacruz Silver Mining Ltd. (“Santacruz”), to acquire an existing option with Minera Hochschild Mexico S.A. de C.V. (“Hochschild”) for the right to acquire a 100% interest of the San Felipe property located in Sonora, Mexico. As at December 31, 2018, the property purchase option was reclassified as an asset held-for-sale as its carrying amount will be recovered principally through sale. A write-down of $3.7 million was recorded for the year-ended December 31, 2018 to measure the asset held-for-sale at the lower of its carrying amount of $10.6 million and fair value less estimated costs to sell of $6.9 million. The Company made three of the remaining eight contractual quarterly option payments of $0.75 million to Hochschild during the year ended December 31, 2019. As at December 31, 2019, the property purchase option was reclassified to property, plant and equipment as its

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

carrying amount of $9.3 million will be recovered principally through continuing use. Five contractual quarterly option payments of $0.75 million remains outstanding as at March 31, 2020. Further details of the option are disclosed in Note 8 of the consolidated financial statements for the year ended December 31, 2018.

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. No impairment or impairment reversal were identified for the three-month period ended March 31, 2020.

The amount of borrowing costs capitalized as property, plant and equipment was $0.7 million during the three-month period ended March 31, 2020 (2019: nil).

The carrying amount of property and equipment from the developing Relief Canyon Mine is approximately $35.2 million as at March 31, 2020.

9. Deferred revenue

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of Pershing Gold’s Relief Canyon Mine. The Purchase Agreement consists of a combination of fixed and variable deliveries from the Relief Canyon Mine. The Purchase Agreement has a repurchase option for the Company exercisable at any time to reduce the variable deliveries to Sandstorm from 4% to 2% by delivering 4,000 ounces of gold plus additional ounces of gold compounded annually at 10%. On initial recognition and as at March 31, 2020, the fair value of the repurchase option was nil.

On January 16, 2020, the Company entered into a $5 million precious metals delivery and purchase agreement with Macquarie Bank Ltd. (“Macquarie”) for working capital purposes at the Relief Canyon Mine. The $5 million advance will be settled through monthly fixed deliveries of gold production ounces from the Relief Canyon Mine during the second half of 2020.

The Company recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue and will recognize the amounts in revenue as performance obligations to metals delivery are satisfied over the term of the metals delivery and purchase agreements. The advances received on precious metals delivery is expected to reduce to nil through deliveries of the Company’s own production to Sandstorm and Macquarie. The Company determined the amortization of deferred revenue on a per unit basis to be equal to the expected total deliveries of gold ounces over the term of the precious metals delivery and purchase agreements.

Interest expense of $0.6 million was capitalized as borrowing costs to property, plant and equipment during the three-month period ended March 31, 2020 (2019: nil) in connection with the accretion of a significant financing component determined from the advances received on precious metals delivery.

The following are components of deferred revenue as at March 31, 2020:

Advances received		$	30,000
Deferred transaction costs			(466	)
Accretion on significant financing component			1,035
Deferred revenue			30,569
Less: current portion			(8,468	)
Non-current portion		$	22,101

10. Convertible debenture

On April 3, 2019, the Company issued a $10 million convertible debenture (the “Convertible Debenture”) to Sandstorm due April 3, 2023 with interest payable at 6% per annum and repayable at the Company’s option prior to maturity. The funds available under the Convertible Debenture included the principal amount of the $3 million unsecured, promissory note previously issued to Sandstorm by the Company.

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

The Convertible Debenture may be converted into common shares of the Company at Sandstorm’s option at a conversion price of $2.14 and may be prepaid at the Company’s option at any time prior to the maturity date. The Company recorded a net derivative liability of nil on initial recognition based on the estimated fair value of the conversion and prepayment option and recognized a gain of $4.0 million in the consolidated statements of loss and comprehensive loss for the three-month period ended March 31, 2020 (2019: nil) as a result of the change in the estimated fair value of the conversion and prepayment option.

Interest expense of $0.1 million was capitalized as borrowing costs to property, plant and equipment for the three-month periods ended March 31, 2020 (2019: nil) in connection with the Convertible Debenture.

The initial fair value of the principal portion of the Convertible Debenture was determined using a market interest rate for an equivalent non-convertible instrument at the issue date. The principal portion is subsequently recognized on an amortized cost basis until extinguished on conversion or maturity. The remainder of the proceeds are allocated to the conversion option.

11. Glencore pre-payment facility

On January 29, 2017, the Company entered into a pre-payment facility for $15.0 million with Metagri S.A. de C.V., a subsidiary of Glencore PLC (“Glencore”), to fund a portion of the development costs for the San Rafael project within the Cosalá district of Sinaloa, Mexico (the “Pre-Payment Facility”). The Pre-Payment Facility was drawn in full on March 30, 2017, has a term of four years at an interest of U.S. LIBOR rate plus 5% per annum, and is secured by a promissory note in the amount of up to $15.0 million issued by the Company, a corporate guarantee in favour of Glencore, and limited asset level security on the San Rafael project. The Company has also entered into four-year offtake agreements with Glencore for the zinc and lead concentrates produced from the San Rafael Mine where Glencore will pay for the concentrates at the prevailing market prices for silver, zinc and lead, less customary treatment, refining and penalty charges. Repayment of principal on the Pre-Payment Facility began in January 2018 as an additional tonnage charge on shipments of concentrate where $3.9 million and $5.5 million were paid during the year ended December 31, 2018, and 2019, respectively. The Company paid $0.9 million during the three-month period ended March 31, 2020.

12. Share capital

On April 3, 2019, the Company entered into a subscription agreement with Sandstorm to issue $10 million CAD of the Company’s common shares based on the 5-day volume weighted average price at approximately $2.09 CAD per share, resulting in the issuance of 4,784,689 of the Company’s common shares.

On July 26, 2019, the Company closed a non-brokered private placement with Mr. Eric Sprott for gross proceeds of $10 million through issuance of 3,955,454 of the Company’s common shares priced at approximately $3.30 CAD per share. As part of the non-brokered private placement, $0.4 million in transaction costs was incurred and 118,664 warrants were issued to the Company’s advisor where each warrant is exercisable for one common share at an exercise price of $3.37 CAD for a period of three years starting July 25, 2019.

On February 18, 2020, the Company entered into an at-the-market offering agreement (the “ATM Agreement”) where the Company may at its discretion and from time-to-time during the term of the ATM Agreement, sell in the United States, through its agent, such number of common shares of the Company as would result in aggregate gross proceeds of up to $15.0 million. As at March 31, 2020, the Company has received aggregate gross proceeds of $12.8 million through issuance of 7,926,195 common shares from the ATM Agreement.

Page  |  9

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

a. Authorized

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

		March 31,			December 31,
		2020			2019
Issued
94,637,324 (2019: 86,607,305) common shares		$	297,097		$	284,512
Nil (2019: 103,824) preferred shares			—			161
		$	297,097		$	284,673

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

b. Stock option plan

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

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

						March 31,2020							December 31,2019
						Weighted							Weighted
						average							average
						exercise							exercise
		Number				price			Number				price
		(thousands)				CAD			(thousands)				CAD
Balance, beginning of period			8,021			$	3.29			3,160			$	3.77
Granted			—				—			5,915				2.86
Exercised			—				—			(1,014	)			2.33
Expired			(839	)			3.86			(40	)			2.39
Balance, end of period			7,182			$	3.22			8,021			$	3.29

Page  |  10

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

The following table summarizes information on stock options outstanding and exercisable as at March 31, 2020:

		Weighted
		average				Weighted				Weighted
		remaining				average				average
Exercise		contractual				exercise				exercise
price		life		Outstanding		price		Exercisable		price
CAD		(years)		(thousands)		CAD		(thousands)		CAD
	2.00 to 3.00		2.02		3,292	$	2.39		1,012	$	2.39
	3.01 to 4.00		4.57		2,495		3.55		872		3.57
	4.01 to 5.00		0.77		1,355		4.58		1,355		4.58
	5.01 to 6.00		0.82		40		5.55		40		5.55
					7,182	$	3.22		3,279	$	3.65

c. Share-based payments

There were no stock options granted by the Company during the three-month periods ended March 31, 2020 and 2019. The Company uses the Black-Scholes Option Pricing Model to estimate fair value.

		March 31,2020			March 31,2019
Share-based payments included in cost of sales		$	—		$	—
Share-based payments included in general and administrative expenses			699			99
Total share-based payments		$	699		$	99

d. Warrants

The warrants that are issued and outstanding as at March 31, 2020 are as follows:

Number of		Exercise		Issuance		Expiry
warrants		price (CAD)		date		date
	1,447,426		4.68		Jun 2016		Jun 9, 2021
	799,065		4.68		Jul 2016		Jun 14, 2021
	1,074,999		3.12		Oct 2018		Oct 1, 2023
	15,889		11.32		Apr 2019		May 6, 2022
	389,771		2.40		May 2019		May 13, 2022
	1,241,200		2.40		May 2019		May 29, 2022
	118,664		3.37		Jul 2019		Jul 25, 2022
	177,506		4.45		Oct 2019		Oct 30, 2022
	5,264,520

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. Each 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 cash settled award charged to compensation expense over the period of vesting. At each reporting date, the compensation expense and associated liability (which is included in trade and other long-term liabilities in the consolidated statement of financial position) are adjusted to reflect changes in market value. As at March 31, 2020, 153,660 (December 31, 2019: 89,196) restricted share units are outstanding at an aggregate value of $0.3 million (December 31, 2019: $0.3 million).

Page  |  11

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

f. 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% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at March 31, 2020, 410,591 (December 31, 2019: 323,333) deferred share units are issued and outstanding.

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

		Three-month			Three-month
		period ended			period ended
		March 31,			March 31,
		2020			2019
Basic weighted average number of shares			87,819,387			44,721,090
Effect of dilutive shares, options and warrants			—			—
Diluted weighted average number of shares			87,819,387	##		44,721,090

Diluted weighted average number of common shares for the three-month period ended March 31, 2020 excludes nil anti-dilutive preferred shares (2019: nil), 7,182,290 anti-dilutive stock options (2019: 3,159,9933) and 5,264,520 anti-dilutive warrants (2019: 3,321,490).

14. Non-controlling interests

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

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

Page  |  12

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

15. Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2020 and 2019:

		March 31,				March 31,
		2020				2019
Silver
Provisional sales revenue		$	4,518			$	5,947
Derivative pricing adjustments			(85	)			(98	)
			4,433				5,849
Zinc
Provisional sales revenue		$	3,077			$	13,343
Derivative pricing adjustments			(1,317	)			317
			1,760				13,660
Lead
Provisional sales revenue		$	4,446			$	7,386
Derivative pricing adjustments			(147	)			57
			4,299				7,443
Other by-products
Provisional sales revenue		$	15			$	182
Derivative pricing adjustments			36				(33	)
			51				149
Total provisional sales revenue		$	12,056			$	26,858
Total derivative pricing adjustments			(1,513	)			243
Gross revenue		$	10,543			$	27,101
Treatment and selling costs			(3,278	)			(9,275	)
		$	7,265			$	17,826

Derivative pricing adjustments represent subsequent variations in revenue recognized as an embedded derivative from contracts with customers and are accounted for as financial instruments (see Note 19). Revenue from contracts with customers is recognized net of treatment and selling costs if payment of those amounts is enforced at the time of sale.

16. Cost of sales

Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month periods ended March 31, 2020 and 2019:

		March 31,			March 31,
		2020			2019
Salaries and employee benefits		$	5,402		$	6,590
Raw materials and consumables			2,647			5,243
Utilities			943			1,334
Other costs			170			230
Changes in inventories			673			(927	)
		$	9,835		$	12,470

Page  |  13

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

17. Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other segments that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month periods ended March 31, 2020 and 2019:

		March 31,			March 31,
		2020			2019
Salaries and employee benefits		$	617		$	514
Directors’ fees			84			94
Share-based payments			604			100
Professional fees			126			109
Office and general			477			413
		$	1,908		$	1,230

18. Income taxes

Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the three-month period ended March 31, 2020 was 26.5% and for the year ended December 31, 2019 was 26.5%.

The Company’s net deferred tax asset relates to the U.S. alternative minimum tax credits available:

		March 31,				December 31,
		2020				2019
Alternative minimum tax credits		$	343			$	343
Provisions and reserves			2,101				2,101
Net operating losses			4,230				4,230
Total deferred tax assets			6,674				6,674
Property, plant and equipment			(6,331	)			(6,331	)
Net deferred tax assets		$	343			$	343

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

		March 31,				December 31,
		2020				2019
Property, plant and equipment		$	845			$	851
Other			(115	)			329
Total deferred tax liabilities			730				1,180
Provisions and reserves			(427	)			(430	)
Net deferred tax liabilities		$	303			$	750

Page  |  14

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

19. Financial risk management

a. Financial risk factors

The Company’s risk exposures and the impact on its financial instruments are summarized below:

(i) Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash and cash equivalents is limited because the Company invests its cash in deposits with well-capitalized financial institutions with strong credit ratings in Canada and the United States. Under current concentrate offtake agreements, risk on trade receivables related to concentrate sales is managed by receiving payments for 85% to 100% of the estimated value of the concentrate within one month following the time of shipment.

As of March 31, 2020, the Company’s exposure to credit risk with respect to trade receivables amounts to $1.6 million (December 31, 2019: $4.6 million). The Company believes credit risk for Mexican Value Added Taxes of $0.3 million (December 31, 2019: $0.6 million) is not significant as they relate to current amounts receivable from Mexican taxation authorities. There is no significant provision recorded for expected credit losses at March 31, 2020 and December 31, 2019.

(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 expected to be met through a variety of sources, including cash, cash generated from operations (including Relief Canyon upon reaching commercial production), existing 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 on an undiscounted basis:

		March 31, 2020
					Less than									Over 5
		Total			1 year			2-3 years			4-5 years			years
Trade and other payables		$	20,846		$	20,846		$	—		$	—		$	—
Glencore pre-payment facility			4,673			4,673			—			—			—
Interest on Glencore pre-payment facility			105			105			—			—			—
Convertible debenture			10,000			—			—			10,000			—
Interest on convertible debenture			1,805			600			1,200			5			—
Projected pension contributions			6,592			1,171			2,570			2,060			791
Decommissioning provision			9,626			15			189			—			9,422
Other long-term liabilities			6,439			—			5,886			—			553
		$	60,086		$	27,410		$	9,845		$	12,065		$	10,766

Page  |  15

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

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

		March 31, 2020
					Less than									Over 5
		Total			1 year			2-3 years			4-5 years			years
Trade and other payables		$	3,574		$	3,574		$	—		$	—		$	—
Other long-term liabilities			6,126			—			6,126			—			—
		$	9,700		$	3,574		$	6,126		$	—		$	—

The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing ranging from 5% to 12% applied during the period:

		March 31,				December 31,
		2020				2019
Lease liabilities, beginning of period		$	7,025			$	270
IFRS 16 adoption			—				527
Additions			1,870				6,478
Lease principal payments			(564	)			(234	)
Lease interest payments			(183	)			(50	)
Accretion on lease liabilities			179				34
Lease liabilities, end of period		$	8,327			$	7,025

(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 the interest rate risk of U.S. LIBOR rate plus 5% per annum from the existing Pre-Payment Facility. Interest rates of other financial instruments are fixed.

(2) Currencyrisk

As at March 31, 2020, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and Mexican pesos (“MXP”):

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

		As at March 31, 2020
		CAD			MXP
Cash and cash equivalents		$	403		$	114
Trade and other receivables			71			408
Trade and other payables			2,441			4,427

Page  |  16

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

As at March 31, 2020, the CAD/USD and MXP/USD exchange rates were 1.42 and 23.51, respectively. The sensitivity of the Company’s net loss and comprehensive loss due to changes in the exchange rates for the three-month period ended March 31, 2020 is included in the following table:

		CAD/		MXP/
		Exchange rate		Exchange rate
		+/- 10%		+/- 10%
Approximate impact on:
Net loss		$	194		$	256
Other comprehensive loss			98			(115	)

All values are in US Dollars.

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

As at March 31, 2020, the Company does not have any non-hedge foreign exchange forward contracts outstanding (2019: 60.0 million MXP at average exchange rate of 20.64 MXP/USD with unrealized gain of nil recorded during the three-month period). During the three-month period ended March 31, 2020, the Company settled non-hedge foreign exchange forward contracts to buy approximately 26.0 million MXP (2019: 60.0 million MXP) and recorded a realized gain of nil through profit or loss (2019: realized gain of $0.2 million).

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at March 31, 2020, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, copper and gold prices would affect trade receivables by approximately $0.2 million.

As at March 31, 2020, the Company does not have any non-hedge commodity forward contracts outstanding (2019: 11.2 million pounds of zinc at $1.21 per pound with unrealized loss of $1.2 million recorded during the three-month period). During the three-month period ended March 31, 2020, the Company settled non-hedge commodity forward contracts for approximately 1.6 million and 3.3 million pounds of zinc and lead, respectively, (2019: nil) and recorded a realized gain of nil through profit or loss (2019: nil).

Net amount of gain or loss on derivative instruments from non-hedge foreign exchange and commodity forward contracts recognized through profit or loss during the three-month period ended March 31, 2020 was loss of $4.0 million (2019: loss of $1.0 million).

b. Fair values

The fair value of cash, restricted cash, trade and other payables, and other long-term liabilities approximate their carrying amounts. The methods and assumptions used in estimating the fair value of other 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<br>markets. The Company’s cash equivalents consist of money market accounts held at financial institutions which have original maturities of less than 90 days.
•	Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain<br>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.<br>
---	---
•	Convertible debenture: The principal portion of the convertible debenture is carried at amortized cost.<br>
---	---
•	Embedded derivatives: Revenues from the sale of metals produced since the commencement of commercial production<br>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<br>derivative in revenues and accounts receivable.
---	---

Page  |  17

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

•

Derivatives: The Company uses derivative and non-derivative instruments<br>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<br>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.<br>
•	Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or<br>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<br>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).
---	---
		March 31,			December 31,
---	---	---	---	---	---	---
		2020			2019
Level 1
Cash and cash equivalents		$	16,359		$	19,998
Restricted cash			3,980			4,007
Level 2
Trade and other receivables			2,201			5,269
Derivative instruments			410			3,855
Convertible debenture			9,940			9,935
Glencore pre-payment facility			4,673			5,602

20. Segmented and geographic information, and major customers

a. Segmented information

The Company’s operations comprise of four reporting segments engaged in acquisition, exploration, development and exploration of mineral resource properties in Mexico and the United States. Management has determined the operating segments based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions.

b. Geographic information

All revenues from sales of concentrates for the three-month periods ended March 31, 20120 and 2019 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2020 and December 31, 2019, and for the three-month periods ended March 31, 2020 and 2019.

Page  |  18

Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

		As at March 31, 2020															As at December 31, 2019
		CosaláOperations			GalenaComplex			ReliefCanyon			Corporateand Other			Total			CosaláOperations			GalenaComplex			ReliefCanyon			Corporateand Other			Total
Cash and cash equivalents		$	177		$	10,672		$	445		$	5,065		$	16,359		$	2,903		$	14,761		$	770		$	1,564		$	19,998
Trade and other receivables			408			1,722			—			71			2,201			3,852			1,374			—			43			5,269
Inventories			5,956			1,869			—			—			7,825			6,361			2,137			—			—			8,498
Prepaid expenses			540			259			411			264			1,474			615			524			471			304			1,914
Derivative instruments			—			—			—			—			—			—			—			—			585			585
Restricted cash			116			54			3,810			—			3,980			145			55			3,807			—			4,007
Property, plant and equipment			54,900			51,101			104,078			387			210,466			56,094			47,672			86,201			422			190,389
Deferred tax assets			—			343			—			—			343			—			343			—			—			343
Total assets		$	62,097		$	66,020		$	108,744		$	5,787		$	242,648		$	69,970		$	66,866		$	91,249		$	2,918		$	231,003
Trade and other payables		$	6,281		$	5,202		$	5,864		$	3,499		$	20,846		$	9,241		$	3,805		$	6,506		$	3,157		$	22,709
Derivative instruments			—			—			—			410			410			—			—			—			4,440			4,440
Other long-term liabilities			—			562			5,584			293			6,439			—			566			4,495			584			5,645
Deferred revenue			—			—			—			30,569			30,569			—			—			—			25,007			25,007
Convertible debenture			—			—			—			9,940			9,940			—			—			—			9,935			9,935
Glencore pre-payment facility			4,673			—			—			—			4,673			5,602			—			—			—			5,602
Post-employment benefit obligations			—			13,204			—			—			13,204			—			10,137			—			—			10,137
Decommissioning provision			1,461			2,407			4,133			—			8,001			1,854			2,156			3,755			—			7,765
Deferred tax liabilities			303			—			—			—			303			750			—			—			—			750
Total liabilities		$	12,718		$	21,375		$	15,581		$	44,711		$	4,385		$	17,447		$	16,664		$	14,756		$	43,123		$	91,990
		Three-month period ended March 31, 2020															Three-month period ended March 31, 2019
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		CosaláOperations			GalenaComplex			ReliefCanyon			Corporateand Other			Total			CosaláOperations			GalenaComplex			Corporateand Other			Total
Revenue		$	1,390		$	5,875		$	—		$	—		$	7,265		$	12,837		$	4,989		$	—		$	17,826
Cost of sales			(2,217	)		(7,618	)		—			—			(9,835	)		(5,739	)		(6,731	)		—			(12,470	)
Depletion and amortization			(966	)		(1,260	)		(57	)		(32	)		(2,315	)		(2,519	)		(912	)		(31	)		(3,462	)
Care and maintenance costs			(817	)		(128	)		—			—			(945	)		(11	)		(85	)		—			(96	)
Corporate general and administrative			—			—			—			(1,908	)		(1,908	)		—			—			(1,230	)		(1,230	)
Transaction costs			—			—			—			(23	)		(23	)		—			—			(977	)		(977	)
Exploration costs			(384	)		(896	)		(120	)		—			(1,400	)		(531	)		(71	)		—			(602	)
Accretion on decommissioning provision			(32	)		(9	)		(18	)		—			(59	)		(37	)		(12	)		—			(49	)
Interest and financing expense			(82	)		—			—			(10	)		(92	)		(200	)		—			(501	)		(701	)
Foreign exchange gain (loss)			743			—			—			—			743			90			—			(49	)		41
Gain (loss) on derivative instruments			—			—			—			3,998			3,998			—			—			(1,026	)		(1,026	)
Gain on derivative warrant liability			—			—			—			—			—			—			—			59			59
Income (loss) before income taxes			(2,365	)		(4,036	)		(195	)		2,025			(4,571	)		3,890			(2,822	)		(3,755	)		(2,687	)
Income tax recovery (expense)			426			—			—			—			426			(126	)		—			—			(126	)
Net income (loss) for the period		$	(1,939	)	$	(4,036	)	$	(195	)	$	2,025		$	(4,145	)	$	3,764		$	(2,822	)	$	(3,755	)	$	(2,813	)

c. Major customers

The Company sold concentrates to one customer during the three-month period ended March 31, 2020 (2019: one customer) accounting for 100% (2019: 100%) of revenues.

21. Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated.

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $8.4 million (MXP 196.8 million), of which $3.6 million (MXP 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $4.0 million (MXP 94.6 million) of their original reassessment. The remaining $4.3 million (MXP 102.2 million) consists of $3.6 million (MXP 84.4 million) related to transactions with certain suppliers and $0.8 million (MXP 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a

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Americas Gold and Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month periods ended March 31, 2020 and 2019

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

bond of approximately $0.8 million (MXP 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $3.6 million (MXP 84.4 million), if denied, would be offset by available tax losses. The Company accrued $0.8 million (MXP 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment.

22. Subsequent events

On May 13, 2020, the Company completed a bought deal public offering of 10,269,500 common shares at a price of $2.80 CAD per common share for aggregate gross proceeds of approximately $28.75 million CAD, which included the exercise by the underwriters, in full, of the over-allotment option granted by the Company to the underwriters.

On May 11, 2020, the Company received approximately $4.5 million in loan through the Paycheck Protection Program from the U.S. CARES Act to assist with payroll and other expenses at the Galena Complex during the COVID-19 pandemic.

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EX-99.2

Exhibit 99.2

AMERICAS GOLD AND SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2020

DATED MAY 15, 2020

Americas Gold and Silver Corporation

Management’s Discussion and Analysis

Table of Contents

Forward-Looking Statements		1
Management’s Discussion and Analysis		2
Overview		3
Recent Developments and Operational Discussion		4
Results of Operations		9
Summary of Quarterly Results		11
Liquidity		12
Capital Resources		13
Off-Balance Sheet Arrangements		14
Transactions with Related Parties		14
Risk Factors		14
Accounting Standards and Pronouncements		15
Financial Instruments		15
Capital Structure		16
Controls and Procedures		16
Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce		16

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

Americas Gold and Silver Corporation

Management’s Discussion & Analysis

Forthe three months ended March 31, 2020

Forward-Looking Statements

Statements contained in this MD&A of Americas Gold and Silver Corporation (the “Company” or “Americas Gold and Silver”) that are not current or historical factual statements may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and United States securities laws (“forward-looking statements”). These forward-looking statements are presented for the purpose of assisting the Company’s securityholders and prospective investors in understanding management’s views regarding those future outcomes and may not be appropriate for other purposes. When used in this MD&A, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Specific forward-looking statements in this MD&A, include, but are not limited to: any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; estimates of mineral reserves and mineral resources; the realization of mineral resource and mineral reserve estimates; the impairment of mining interests and non-producing properties; the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development; the success of exploration and development activities; permitting timelines; government regulation of mining operations; environmental risks; labour relations, employee recruitment and retention and pension funding; the timing and possible outcomes of pending disputes or litigation; negotiations or regulatory investigations; exchange rate fluctuations; cyclical or seasonal aspects of our business; capital expenditures; the Company’s ability to finance, develop and operate Relief Canyon (as defined herein) on expected timelines and any impact of the COVID-19 pandemic affecting the achievement of those milestones; the resolution, easing or removal of the temporary restrictions on all non-essential businesses in Mexico resulting from the COVID-19 pandemic affecting the Company’s Cosalá Operations; the resolution and removal of the illegal blockade at the Company’s Cosalá Operations and the resumption of mining and processing operations; the anticipated use of proceeds from the Company’s recently completed public offering of common shares; statements relating to the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; the liquidity of the common shares; and other events or conditions that may occur in the future.

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company’s ability to control or predict that may cause the actual results, performance or achievements of the Company, or developments in the Company’s business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which are beyond the Company’s control) that could cause results to differ materially from those expressed in the forward-looking statements and information contained in this MD&A, include, but are not limited to: risks associated with market fluctuations in commodity prices; risks related to changing global economic conditions, including market reaction to the COVID-19 pandemic, which may affect the Company’s results of operations and financial condition; risks related to the COVID-19 pandemic, including uncertainty as to the duration and impact thereof; the Company is dependent on the success of Relief Canyon, the San Rafael project as well as its Cosalá Operations and the Galena Complex, which are exposed to operational risks; risks related to mineral reserves and mineral resources, development and production and the Company’s ability to sustain or increase present production; risks related to global financial and economic conditions; risks related to government regulation and environmental compliance; risks related to mining property claims and titles, and surface rights and access; risks related to labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding; some of the Company’s material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks related to the Company’s relationship with the communities where it operates; risks related to actions by certain non-governmental organizations; substantially all of the Company’s assets are located outside of Canada, which could impact the enforcement of civil liabilities obtained in Canadian and U.S. courts; risks related to currency fluctuations that may adversely affect the financial condition of the Company; the Company may need additional capital in the future and may be unable to obtain it or to obtain it on favourable terms; risks associated with the Company’s outstanding debt and its ability to make scheduled payments of interest and principal thereon; the Company may engage in hedging activities; risks associated with the Company’s business objectives; and risks related to competition in the mining industry.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

This is not an exhaustive list of the risks and other factors that may affect any of the Company’s forward-looking statements. Some of these risks and other factors are discussed in more detail in the Company’s Annual Information Form (as defined herein). Investors and others should carefully consider these risks and other factors and not place undue reliance on the forward-looking statements. Further information regarding these and other risk factors is included in the Company’s public filings with provincial securities regulatory authorities which can be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com.

The forward-looking statements contained in this MD&A represent the Company’s views only as of the date such statements were made. Forward-looking statements contained in this MD&A are based on management’s plans, estimates, projections, beliefs and opinions as at the time such statements were made and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Such assumptions, which may prove to be incorrect, include: our budget, including expected costs and the assumptions regarding market conditions and other factors upon which we have based our expenditure expectations; our ability to raise additional capital to proceed with our exploration, development and operations plans, including any additional capital required to bring Relief Canyon to commercial production and our Recapitalization Plan for the Galena Complex; financial markets will not in the long term be adversely impacted by the COVID-19 pandemic; our operations and key suppliers are essential services or business, (or, in the case of our Cosalá Operations, will be deemed to be essential business activities), and our employees, contractors and subcontractors will be available to continue exploration, development and operation activities; our ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes; our expectations regarding the demand for, and supply and price of, precious metals; our expectations regarding tax rates, currency exchange rates, and interest rates; our mineral reserve and resource estimates, and the assumptions upon which they are based; our ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; our operations are not significantly disrupted as a result of political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labour shortages, transportation disruptions or accidents, or other development, exploration or operational risks. Although the Company believes that the assumptions and expectations reflected in those forward-looking statements were reasonable at the time such statements were made, there can be no assurance that such assumptions and expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements and actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.

In addition, forward-looking financial information with respect to potential outlook and future financial results contained in this MD&A is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s reasonable assessment of the relevant information available as at the date of such forward-looking financial information. Readers are cautioned that any such forward-looking financial information should not be used for purposes other than for which it is disclosed.

Management’s Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver constitutes management’s review of the Company’s financial and operating performance for the three months ended March 31, 2020, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 15, 2020 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three months ended March 31, 2020 and 2019. The unaudited condensed interim consolidated financial statements for the three months ended March 31, 2020 and 2019 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

stated. These documents along with additional information relating to the Company are available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com. The content of the Company’s website and information accessible through the website do not form part of this MD&A.

In this report, the management of the Company presents operating highlights for the three months ended March 31, 2020 (“Q1-2020”) compared to the three months ended March 31, 2019 (“Q1-2019”) as well as comments on plans for the future. Throughout this MD&A, references to gold equivalent ounces produced are based on gold and silver production at average gold spot prices and average silver realized prices during each respective period, and references to silver equivalent ounces produced are based on all metals production at average gold spot prices, and average silver, zinc, and lead realized prices during each respective period, except as otherwise noted.

This MD&A contains statements about the Company’s future or expected financial condition, results of operations and business. See page 1 of this report for more information on forward-looking statements.

Overview

The Company is a precious metals producer advancing the Relief Canyon gold mine (“Relief Canyon”) to full production in Nevada, USA in 2020. It also has two existing operations in the world’s leading silver regions: the Cosalá Operations in Sinaloa, Mexico and the Galena Complex in Idaho, USA.

In Nevada, USA, the Company operates the 100%-owned, Relief Canyon mine located in Pershing County after finalizing the acquisition of Pershing Gold Corporation in April 2019. The mine poured its first gold in February 2020 and is advancing to commercial production by early Q3-2020. The past producing mine includes three historic open-pit mines and a heap-leach processing facility. The landholdings at Relief Canyon and the surrounding area cover over 11,700 hectares, providing the Company with the potential to expand the Relief Canyon deposit and to explore for new discoveries close to existing processing infrastructure.

In Sinaloa, Mexico, the Company operates the 100%-owned San Rafael silver-zinc-lead mine (“San Rafael”) after declaring commercial production in December 2017. Prior to that time, it operated the 100%-owned Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known deposits, past-producing mines, and development projects including the Zone 120 silver-copper deposit (“Zone 120”) and the El Cajón silver-copper deposit (“El Cajón”). These properties are located in close proximity to the Los Braceros processing plant.

In Idaho, USA, the Company operates the 60%-owned producing Galena Complex (40%-owned by Mr. Eric Sprott (“Sprott”)) whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a production history of more than sixty years. The Coeur mine is on care and maintenance pending an improvement in the silver price. The Company entered into a joint venture agreement with Sprott effective October 1, 2019 for a 40% non-controlling interest of the Galena Complex with initial contribution of $15 million to fund capital improvements and operations. The goal of the joint venture agreement is to position the Galena Complex to significantly grow resources, increase production, and reduce operating costs at the mine over the next two years (the “Recapitalization Plan”). The Company has suspended disclosure of certain operating metrics such as cash costs, and all-in sustaining costs for the Galena Complex until the Recapitalization Plan is substantially completed.

The Company’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complementary projects. The Company is focused on advancing the Relief Canyon mine to commercial production early Q3-2020. It is also focused on extending the mine life of its current assets through exploration and charting a path to profitability at the Galena Complex. Exploration will continue evaluating early stage targets with an emphasis on the Relief Canyon area and the Cosalá District, and prospective areas accessible from existing infrastructure at the Galena Complex.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

The Company’s management and Board of Directors (the “Board”) are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally. The Company’s principal and registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company is a reporting issuer in the jurisdictions of Ontario, British Columbia, Alberta, and Quebec, and is listed on the TSX trading under the symbol “USA” and on the NYSE American trading under the symbol “USAS”.

Recent Developments and Operational Discussion

Q1-2020 Highlights

•	Relief Canyon successfully poured its first gold in mid-February 2020<br>with initial capital spend to first production within the guidance range of $28—$30 million. The Company is focused on advancing the mine to commercial production by early Q3-2020 despite the<br>challenges presented by the COVID-19 pandemic (“COVID-19”).
•	On March 31, 2020, the Government of Mexico issued a national<br>COVID-19 related decree for the temporary suspension of all non-essential businesses, including mining operations. Statements issued by the Mexican government in May are<br>expected to allow for the re-opening of mining operations starting in June 2020, which may provide a pathway for the Cosalá Operations to resume operations early in the second half of 2020.
---	---
•	Galena’s Recapitalization Plan is proceeding better than expected with the Company seeing benefits in both<br>production and exploration during Q1-2020.
---	---
•	Consolidated production^1^ of 420 gold equivalent ounces^2^ and 0.3 million silver equivalent ounces^3^, a decrease of 91% and 90% year-over-year, respectively, due to the illegal blockade at the<br>Cosalá Operations and suspension of operating metrics during the Galena Recapitalization Plan implementation.
---	---
•	Revenue of $7.3 million and a net loss of $4.1 million for<br>Q1-2020 or a loss of ($0.03) per share.
---	---
•	Consolidated by-product production totalling 3.2 million pounds of<br>zinc and 1.2 million pounds of lead due to the illegal blockade at the Cosalá Operations.
---	---
•	Cost of sales of $7.19/oz. equivalent silver, by-product cash cost^4^ of negative ($11.32/oz.) silver, and all-in sustaining cost^4^ of negative ($0.83/oz.) silver for Q1-2020.
---	---
•	Entered into an at-the-market<br>offering agreement with H.C. Wainwright & Co. LLC to sell common shares for gross proceeds to the Company of up to $15 million.
---	---
•	Closed a bought deal public offering for gross proceeds of approximately C$28.75 million subsequent to Q1-2020 in May 2020.
---	---
•	The Company had a cash balance of $16.4 million and working capital balance of negative ($7.5) million as at<br>March 31, 2020.
---	---
^1^	Throughout this MD&A, Q1-2020 consolidated production results<br>exclude Q1-2020 from the Galena Complex due to the Recapitalization Plan.
---	---
^2^	Throughout this MD&A, gold equivalent production was calculated based on gold and silver production at<br>average gold spot prices and average silver realized prices during each respective period.
---	---
^3^	Throughout this MD&A, silver equivalent production was calculated based on all metals production at average<br>gold spot prices, and average silver, zinc, and lead realized prices during each respective period.
---	---
^4^	Cash cost per ounce and all-in sustaining cost per ounce are non-IFRS performance measures with no standardized definition. For further information and detailed reconciliations, please refer to “Non-IFRS Measures: Cash Cost per<br>Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.
---	---

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

COVID-19 Pandemic

The Company has been closely monitoring developments of COVID-19 which was declared as a global pandemic by the World Health Organization on March 11, 2020. Preventive measures to ensure the safety of the Company’s workforce and local communities have been implemented and there have been no outbreaks of COVID-19 at any of the Company’s operations to date. All of the Company’s mining and corporate operations continue to operate with the exception of mining operations at the Cosalá Operations as the Mexican government issued a national decree to suspend non-essential businesses, including mining operations. Statements issued by the Mexican government in May are expected to allow for the reopening of mining operations starting in June 2020. While operations continue at Relief Canyon during COVID-19, the Company has been limited in its ability to promptly troubleshoot ramp-up issues, common when commissioning a new mine, due to an inability to get key management and consultants to site because of travel restrictions.

Relief Canyon Update

Relief Canyon successfully poured its first gold in mid-February 2020 with initial construction completed nine months after construction formally commenced in mid-May 2019. The initial capital spend to first production was within the guidance range the Company provided of $28 - $30 million.

Mining rates have steadily increased, and total tonnes mined are close to budget. As of May 9, 2020, approximately 5.2 million tonnes of material have been mined, including 4.2 million tonnes of waste and 1.0 million tonnes of ore. Waste movement is ahead of budget and the operation currently has an ore stockpile of approximately 0.2 million tonnes ahead of the crusher waiting to be placed on the leach pad. To date, approximately 0.8 million tonnes of ore have been stacked on the leach pad. The Company will provide Relief Canyon operating metrics after reaching commercial production.

Mined ore grade is reconciling well to the block model. Ore grade from these early phases of the mine plan are lower than the life of mine average grade and the Company expects mined ore grade to increase towards the end of the year and into 2021. Ore crushing and stacking rates are steadily increasing.

Following the first gold pour in February, solution flow rates to the leach pad increased at a slower rate than anticipated. The Company is confident that measures taken in the past five weeks, including improved agglomeration and stacking practices, will allow the operation to continue its ramp-up to feasibility study targets. Solution and grade are now on-track to meet expectations and any placed ounces will be recovered through the leach cycle.

The Company is targeting commercial production by the end of Q2-2020 or early Q3-2020, which represents a potential delay of approximately one month from the previous expectations. While operations continue at Relief Canyon during COVID-19, the Company is limited in its ability to promptly troubleshoot common start-up issues due to an inability to get key management and consultants to site due to travel restrictions. As a result of these matters, Relief Canyon produced approximately 227 ounces of gold and 584 ounces of silver produced during Q1-2020.

Cosalá Operations: COVID-19 and Illegal Blockade

On March 31, 2020, the Government of Mexico issued a national COVID-19 related decree for the temporary suspension of all non-essential businesses in the country, including all mining operations Statements issued by the Mexican government in May are expected to allow for the re-opening of mining operations starting in June 2020. The Company believes this will provide a pathway for Cosalá Operations to resume operations early in the second half of 2020, provided that a legal and legitimate labour representative for its workers is be identified allowing for a resolution to the current illegal blockade. The Company’s priority continues to be the safety of its workers and the community of Cosalá that have been negatively impacted – first by the illegal blockade and now by COVID-19.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Galena Recapitalization Plan

The Recapitalization Plan at the Galena Complex is proceeding better than expected with the Company seeing benefits in both production and exploration during Q1-2020. The Recapitalization Plan improves productivity in the short term with the purchase and refurbishment of underground mining equipment. Underground development improvements, additional equipment procurements, and an exploration drilling program will benefit the operation longer term by further improving mining efficiency and lowering cash costs. Exploration is aimed at adding mineral resources with exploration success already realized in Q1-2020.

The Recapitalization Plan is still in the early stages of implementation however the Company is already starting to see the benefits in terms of increased silver and lead production and a reduction in cash operating costs in Q1-2020. During the Recapitalization Plan, the Company continues to exclude cost figures from its quarterly disclosure. Further details regarding the Recapitalization Plan’s recent production, development and exploration activities can be found in Company news release dated May 4, 2020.

Consolidated Operations

Consolidated operating results from Q1-2020 were generally not comparable to Q1-2019 due to the illegal blockade temporarily halting mining and processing operations at the Cosalá Operations and the Recapitalization Plan at the Galena Complex. The Cosalá Operations included only one month of production and were put on care and maintenance in response to the illegal blockade. Gross revenue decreased by $10.5 million during Q1-2020 compared to Q1-2019 primarily due to the illegal blockade. This decrease was offset by an $0.9 million increase in silver and lead revenue at the Galena Complex from increased production in the early days of the Recapitalization Plan.

Consolidated cost of sales was $7.19/oz. equivalent silver representing an increase year-over-year, while by-product cash cost was negative ($11.32/oz.) silver, and all-in sustaining cost was negative ($0.83/oz.) silver, representing increases year-over-year, respectively.

Other Items during Q1 2020

On January 16, 2020, the Company entered into a $5 million precious metals delivery and purchase agreement with Macquarie Bank Ltd. (“Macquarie”) for working capital purposes at Relief Canyon. The $5 million advance will be settled through fixed deliveries of gold production from Relief Canyon during the second half of 2020.

On February 18, 2020, the Company announced it had entered into an at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC, acting as the Lead Agent, and Roth Capital Partners, LLC, as agent, pursuant to which the Company established an at-the-market equity program for aggregate gross proceeds to the Company of up to $15.0 million. As of April 16, 2020, the Company completed the ATM Agreement and sold approximately 9.0 million common shares for gross proceeds of $15 million or approximately $1.66 per ATM Share. During the Q1-2020, the Company sold approximately 7.9 million common shares for approximately gross $12.8 million.

Subsequent Events

On May 13, 2020, the Company completed a bought deal public offering of 10,269,500 common shares at a price of C$2.80 per common share for aggregate gross proceeds of approximately C$28.75 million, which included the exercise by the underwriters, in full, of the over-allotment option granted by the Company to the underwriters. Strategic investors led by Mr. Pierre Lassonde and Mr. Eric Sprott subscribed to approximately C$8.75 million of the bought deal public offering. The net proceeds will be used for working

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

capital and general corporate purposes and primarily for the exploration, development and/or improvement of the Company’s existing mining operations, including primarily those relating to bringing Relief Canyon into commercial production and the care and maintenance of the Cosalá Operations during the blockade.

On May 11, 2020, the Company received approximately $4.5 million in loan through the Paycheck Protection Program from the U.S. CARES Act to assist with payroll and other expenses at the Galena Complex during the COVID-19.

Consolidated Results and Developments

Consolidated operating results from Q1-2020 were generally not comparable to Q1-2019 due to the illegal blockade temporarily halting mining and processing operations at the Cosalá Operations and the suspension of certain operating metrics for the Galena Complex until the Recapitalization Plan is substantially completed. Specifically, the Cosalá Operations included only one month of production and were put on care and maintenance in response to the illegal blockade for February and March 2020. As a result, the consolidated silver production during Q1-2020 decreased by 90% to 39,117 ounces from 393,824 ounces compared to Q1-2019. Consolidated silver equivalent production during Q1-2020 decreased by 82% to 308,435 ounces from 1,754,839 ounces compared to Q1-2019.

Revenues similarly decreased by 59% during Q1-2020 compared to Q1-2019 primarily due to the illegal blockade beginning late January at the Cosalá Operations. The increase in net loss was primarily attributable to lower net revenue, higher care and maintenance costs, offset by lower cost of sales, and lower depletion and amortization related to the suspension of operations. In addition, higher corporate general and administrative expenses, and higher exploration costs, were offset by lower transaction costs, lower interest and financing expense, higher foreign exchange gain, and a higher gain on an embedded derivative instrument associated with the Sandstorm convertible debt. These variances are further discussed in the following sections.

Realized silver price of $17.00/oz. for Q1-2020 (Q1-2019 – $15.72/oz.) is comparable to the average London silver spot price of $16.94/oz. for Q1-2020 (Q1-2019 – $15.57/oz.). The realized silver price increased by 8% from Q1-2019 to Q1-2020 with realized zinc and lead prices decreasing and increasing by 12% and 28%, respectively, during the period. Realized silver price is a measurement of gross silver revenues over silver ounces sold during the period, excluding unrealized mark-to-market gains and losses on provisional pricing and concentrate treatment and refining charges.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Cosalá Operations

		Q1 2020				Q1 2019
Tonnes Milled		43,253				152,605
Silver Grade (g/t)		48				57
Zinc Grade (%)		4.26				4.16
Lead Grade (%)		1.70				1.82
Silver Recovery (%)		58.7				61.7
Zinc Recovery (%)		79.3				80.5
Lead Recovery (%)		74.3				75.6
Silver Produced (oz)		39,117				173,169
Zinc Produced (lbs)		3,221,744				11,263,623
Lead Produced (lbs)		1,203,720				4,626,233
Total Gold Equivalent Produced (oz)1		420				2,085
Total Silver Equivalent Produced<br>(oz)2		308,435				1,322,045
Silver Sold (oz)		34,693				172,995
Zinc Sold (lbs)		3,083,663				10,864,404
Lead Sold (lbs)		988,828				4,682,695
Cost of Sales/Ag Eq Oz Produced (/oz)	$	7.19			$	4.34
Cash Cost/Ag Oz Produced (/oz)3	$	(11.32	)		$	(30.48	)
All-In Sustaining Cost/Ag Oz Produced (/oz)3	$	(0.83	)		$	(25.85	)

All values are in US Dollars.

^1^	Throughout this MD&A, gold equivalent production was calculated based on gold and silver production at<br>average gold spot prices and average silver realized prices during each respective period and excludes base metal production.
^2^	Throughout this MD&A, silver equivalent production was calculated based on all metals production at average<br>gold spot prices, and average silver, zinc, and lead realized prices during each respective period.
---	---
^3^	Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.
---	---

On March 31, 2020, the Government of Mexico issued a national COVID-19 related decree for the temporary suspension of all non-essential businesses in the country, including mining operations. Statements issued by the Mexican government in May are expected to allow for the re-opening of mining operations starting in June 2020. The Company believes this will provide a pathway for the Cosalá Operations to resume operations early in the second half of 2020, provided that a legal and legitimate labour representative for its workers is identified, allowing for a resolution to the current illegal blockade. The Company’s priority continues to be the safety of its workers and the community of Cosalá that have been negatively impacted – first by the illegal blockade and now by COVID-19.

As the Company transitions to a predominantly gold producer, it expects to modify certain of its reporting metrics to a gold equivalent basis, specifically excluding base metals from the equivalency calculation. As such, gold equivalent production at Cosalá decreased by 80% or 1,665 ounces compared to Q1 2019. Cash cost per ounce of gold equivalent produced in Q1-2020 was negative ($126.72/oz.) compared to negative ($332.24/oz.) in Q1-2019. All-in sustaining cost per ounce of gold equivalent produced in Q1-2020 was negative ($9.30/oz.) compared to negative ($281.83/oz.) in Q1-2019.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Galena Complex

		Q1 2020			Q1 2019
Tonnes Milled			31,910			29,424
Silver Grade (g/t)			235			242
Lead Grade (%)			6.60			5.98
Silver Recovery (%)			95.6			96.2
Lead Recovery (%)			92.1			92.5
Silver Produced (oz)			230,275			220,655
Lead Produced (lbs)			4,280,527			3,585,196
Total Gold Equivalent Produced (oz)^1^			2,409			2,663
Silver Sold (oz)			237,159			207,168
Lead Sold (lbs)			4,378,663			3,282,576
^1^	Throughout this MD&A, gold equivalent production was calculated based on gold and silver production at<br>average gold spot prices and average silver realized prices during each respective period and excludes base metal production.
---	---

The Company announced a strategic joint venture agreement with Sprott on September 9, 2019 to recapitalize the mining operations at the Galena Complex. The goal of the joint venture is to position the Galena Complex to significantly grow resources, increase production, and reduce operating costs at the mine over the next two years. The strategic 60/40 joint venture will allow the Company take corrective action: to advance development, modernize infrastructure, purchase new mining equipment and exploration to define and expand silver resources. The Company has suspended disclosure of certain operating metrics such as cash costs, and all-in sustaining costs for the Galena Complex until the Recapitalization Plan is substantially completed.

Guidance and Outlook

The Company continues to assess the potential impacts of COVID-19 on operations during this unprecedented period. The Company withdrew full-year 2020 guidance due to the rapidly changing and on-going uncertainty caused by COVID-19, which has resulted in a reduced ability to efficiently meet normal commissioning challenges at Relief Canyon with COVID-19 limitations in place and impacted the Cosalá Operations and may continue to impact the Company’s operations for all or part of the rest of full year 2020. The Company believes it is prudent to take this step as COVID-19 continues to develop, particularly given the significant risk related to the potential for additional government laws, regulations or other measures that might be required that could impact its ability to operate, such as business disruptions in supply chains, disruptions in the markets for our products, commodity prices generally as well as global health and economic impacts. The Company will continue to target safe and effective execution of its operation and production plans.

Outlook for 2021 continues to be 90,000 to 110,000 gold equivalent ounces. The Company does not expect COVID-19 will materially impact its growth plans for 2021 and beyond, as applicable, to the extent that commercial production is achieved at Relief Canyon on the currently expected timing in 2020, the effects of COVID-19 are able to be effectively managed, and resumption at the Cosalá Operations of normal operations and production occurs by the end of 2020.

Results of Operations

Analysis of the three monthsended March 31, 2020 vs. the three months ended March 31, 2019

The Company recorded a net loss of $4.1 million for the three months ended March 31, 2020 compared to a net loss of $2.8 million for the three months ended March 31, 2019. The increase in net loss was primarily attributable to lower net revenue ($10.5 million), higher care and maintenance costs ($0.8 million) which were offset by

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

lower cost of sales ($2.7 million), and lower depletion and amortization ($1.2 million) a consequent of the illegal blockade. The loss was additionally due to higher corporate general and administrative expenses ($0.7 million), and higher exploration costs ($0.8 million), offset by lower transaction costs ($1.0 million), lower interest and financing expense ($0.6 million), higher foreign exchange gain ($0.7 million), and a higher gain on derivative instruments ($5.0 million), each of which are described in more detail below.

Revenue decreased by $10.5 million from $17.8 million for the three months ended March 31, 2019 to $7.3 million for the three months ended March 31, 2020. Revenue from the Cosalá Operations fell $11.4 million due to the illegal blockade temporarily halting mining and processing operations beginning late January. This decrease was offset by an $0.9 million increase in silver and lead revenue at the Galena Complex from increased production due to the Recapitalization Plan during period.

Cost of Sales decreased by $2.7 million from $12.5 million for the three months ended March 31, 2019 to $9.8 million for the three months ended March 31, 2020. Cost of sales from the Cosalá Operations decreased by $3.5 million due to the illegal blockade temporarily halting mining and processing operations beginning late January. This was offset by an $0.9 million increase in cost of sales from the Galena Complex due to an increase in tonnage and processing.

Depletion andamortization **** decreased by $1.2 million from $3.5 million for the three months ended March 31, 2019 to $2.3 million for the three months ended March 31, 2020 due to the illegal blockade at the Cosalá Operations during the period resulting in a $1.5 million decrease from lower depletion rate based on units of production. The decrease was partially offset by an $0.3 million increase in depletion and amortization from the Galena Complex.

Care and maintenance costs increased by $0.8 million due to operating costs incurred beginning late January from the illegal blockade temporarily halting mining and processing operations at the Cosalá Operations.

Corporate general and administrative expensesincreased by $0.7 million from $1.2 million for the three months ended March 31, 2019 to $1.9 million for the three months ended March 31, 2020 due to increase in share-based payments during the period.

Transaction costs **** decreased by $1.0 million primarily due to legal, accounting, and regulatory charges associated with the Pershing Gold acquisition during Q1-2019, leading up to the transaction closing on April 3, 2019.

Explorationcosts increased by $0.8 million from $0.6 million for the three months ended March 31, 2019 to $1.4 million for the three months ended March 31, 2020 due to an increase in exploration activities at the Galena Complex, partially offset by decrease in exploration activities at the Cosalá Operation due to the illegal blockade.

Interest and financingexpense decreased by $0.6 million from $0.7 million for the three months ended March 31, 2019 to $0.1 million for the three months ended March 31, 2020. The change was primarily due to interest and deferred costs related to previously outstanding convertible loans payable during the three months ended March 31, 2019.

Foreign exchange gainincreased by $0.7 million primarily due to unrealized foreign exchange gain recognized from the Cosalá Operation as the average value of Mexican peso has decreased during the three months ended March 31, 2020.

Gain on derivative instruments **** increased by $5.0 million from a $1.0 million loss for the three months ended March 31, 2019 to a $4.0 million gain for the three months ended March 31, 2020, due to $4.0 million in unrealized gain recognized from derivative instruments embedded within the Sandstorm convertible debenture. This derivative is correlated to the Company’s share price and is expected to fluctuate with the share price until the debt is repaid or converted.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with March 31, 2020.

		Q1<br>2020^1^			Q4<br>2019^1^			Q3<br>2019			Q2<br>2019			Q1<br>2019			Q4<br>2018			Q3<br>2018			Q2<br>2018
Revenues ( M)	$	7.3		$	13.1		$	12.5		$	15.0		$	17.8		$	18.9		$	11.8		$	17.3
Net Income (Loss) ( M)		(4.1	)		(14.6	)		(8.8	)		(8.0	)		(2.8	)		(6.8	)		(5.8	)		1.4
Comprehensive Income (Loss) ( M)		(7.1	)		(15.0	)		(8.7	)		(8.2	)		(3.2	)		(6.2	)		(5.8	)		1.3
Silver Produced (oz)		39,117			124,678			299,421			345,695			393,824			395,294			323,497			301,711
Zinc Produced (lbs)		3,221,744			10,796,517			10,103,688			11,150,174			11,263,623			10,223,692			7,906,601			8,756,201
Lead Produced (lbs)		1,203,720			3,977,258			6,766,804			7,237,607			8,211,429			9,088,862			7,536,660			6,216,592
Cost of Sales/Ag Eq Oz Produced (/oz)	$	7.19		$	7.11		$	10.80		$	8.75		$	7.11		$	7.87		$	9.08		$	8.20
Cash Cost/Ag Oz Produced (/oz)2	$	(11.32	)	$	(9.20	)	$	12.83		$	8.28		$	(0.50	)	$	1.14		$	4.95		$	(6.15	)
All-In Sustaining Cost/Ag Oz Produced (/oz)2	$	(0.83	)	$	1.05		$	23.01		$	16.15		$	5.54		$	11.78		$	15.94		$	5.40
Current Assets (qtr. end) ( M)	$	26.9		$	34.9		$	31.4		$	32.4		$	32.5		$	29.4		$	19.0		$	25.8
Current Liabilities (qtr. end) ( M)		34.4			34.8			27.0			27.7			27.3			23.0			15.8			13.7
Working Capital (qtr. end) ( M)		(7.5	)		0.1			4.4			4.7			5.2			6.4			3.2			12.1
Total Assets (qtr. end) ( M)	$	242.6		$	231.0		$	203.5		$	191.6		$	129.6		$	127.2		$	125.8		$	130.5
Total Liabilities (qtr. end) (M)		94.3			92.0			67.4			57.2			46.5			43.0			36.1			35.6
Total Equity (qtr. end) ( M)		148.3			139.0			136.1			134.4			83.1			84.2			89.7			94.9

All values are in US Dollars.

^1^	Consolidated production results exclude the Galena Complex after Q3-2019<br>due to the Recapitalization Plan.
^2^	Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.
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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Liquidity

The change in cash since December 31, 2019 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2019		$	20.0
Cash generated from operations			0.1
Expenditures on property, plant and equipment			(4.7	)
Relief Canyon development costs			(14.9	)
At-the-market<br>offering			12.8
Contribution from non-controlling interests			3.1
Glencore pre-payment facility repayments			(0.9	)
Payments to lease liabilities			(0.7	)
Decrease in trade and other receivables			3.1
Change in inventories			0.7
Change in prepaid expenses			0.4
Change in trade and other payables			(2.8	)
Change in foreign exchange rates			0.2
Closing cash balance as at March 31, 2020		$	16.4

The Company’s cash balance decreased from $20.0 million to $16.4 million mainly due to development costs at Relief Canyon, expenditures of property, plant and equipment at both the Cosalá Operations and Galena Complex, and repayments on outstanding Glencore pre-payment facility, offset by the net proceeds received from the ATM Offering, contributions received from joint venture with Sprott, and the deferred revenue from Macquarie. Current liabilities as at March 31, 2020 were $34.4 million which is $0.4 million lower than at December 31, 2019, principally due to decrease in trade and other payables during the period related to the Cosalá Operations, and decreased derivative liability associated with the Sandstorm convertible debenture. In addition, subsequent to first quarter ended March 31, 2020, on May 13, 2020, the Company completed a bought deal public offering of 10,269,500 common shares at a price of C$2.80 per common share for aggregate gross proceeds of approximately C$28.75 million.

The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. The Company’s cash flow is dependent upon its ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels. Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sale of non-core assets, private equity financing, sale of royalties on its properties, metal prepayment and streaming arrangements, and the issuance of equity. The Company believes that it has sufficient cash flow and access to capital to fund its 2020 operations, development, and exploration plans while meeting production targets at current commodity price levels. Several material uncertainties, such as the price of commodities, the ongoing ramp-up of leaching operations and gold recovery at Relief Canyon (including the timing of commercial operations), the illegal blockade at the Cosalá Operations, and COVID-19, may impact the Company’s liquidity in the short term. In the longer term, as the Cosalá Operations and Galena Complex are optimized, Relief Canyon achieves commercial production and generates sustaining cash flow, and the outlook for gold, silver, zinc, copper, and lead prices remains positive, the Company believes that cash flow will be sufficient to fund ongoing operations.

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

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see note 14 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2019). Both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates; the Company intends to fund to the minimum levels required by applicable law. The Company currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $1.2 million per year for each of the next 5 years, with approximately $0.8 million to spend for the remainder of 2020 (as of May 15, 2020). Effects from COVID-19 adds much volatility to market conditions and changes in discount rates which may or may not impact long term annual funding requirements.

The Company evaluates the pension funding status on an annual basis in order to update all material information in its assessment, including updated mortality rates, investment performance, discount rates, contribution status among other information. The pension valuation was remeasured at the end of Q1-2020 and adjusted by approximately $3.1 million as a result of significant market fluctuations from the recent market downturn related to COVID-19 and lowering of interest rates by central banks and governments globally. The Company expects to review the pension valuation quarterly should the effects to the economy from the pandemic continue.

Capital Resources

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

The Company made capital expenditures of $20.1 million during the three months ended March 31, 2020 (2019: $2.3 million), of which $13.8 million was spent towards drilling and underground development costs, while $6.3 million was spent on purchase of property, plant and equipment. The Company expects to have sufficient funding and access to capital for budgeted fiscal 2020 capital expenditures.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

The following table sets out the Company’s contractual obligations as of March 31, 2020:

					Less than									Over 5
		Total			1 year			2-3 years			4-5 years			years
Trade and other payables		$	20,846		$	20,846		$	—		$	—		$	—
Glencore pre-payment facility			4,673			4,673			—			—			—
Interest on Glencore pre-payment facility			105			105			—			—			—
Convertible debenture			10,000			—			—			10,000			—
Interest on convertible debenture			1,805			600			1,200			5			—
Projected pension contributions			6,592			1,171			2,570			2,060			791
Decommissioning provision			9,626			15			189			—			9,422
Other long-term liabilities			6,439			—			5,886			—			553
Total		$	60,086		$	27,410		$	9,845		$	12,065		$	10,766
1  –	Minimum lease payments in respect to lease liabilities are included in trade and other payables and other<br>long-term liabilities. Further details available in Note 19 of the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2020.
---	---
2  –	Certain of these estimates are dependent on market conditions and assumed rates of return on assets. Therefore,<br>the estimated obligation of the Company may vary over time.
---	---

Off-Balance Sheet Arrangements

As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

Transactions with Related Parties

There were no related party transactions for the three months ended March 31, 2020.

Risk Factors

The business of the Company is subject to a substantial number of risks and uncertainties. In addition to considering the information disclosed in the forward-looking statements, financial statements and the other publicly filed documentation regarding the Company available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov, and on the Company’s website at www.americas-gold.com, the reader should carefully consider each of, and the cumulative effect of, the risk factors relating to the Company found under the heading “Risk Factors” in the Company’s Annual Information Form dated March 9, 2020 or the Company’s MD&A for the year ended December 31, 2019 dated March 9, 2020, or the Company’s recent Prospectus Supplement dated May 7, 2020. Any of these risk elements could have material adverse effects on the business of the Company. See note 24 – Financial risk management of the Company’s audited consolidated financial statements for the year ended December 31, 2019.

COVID-19 Public Health Crisis

The Company’s business, operations and financial condition, and the market price of the common shares, could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada, the United States, Mexico and China. In March, the Government of Mexico issued a national COVID-19 related decree for the temporary suspension of all non-essential businesses in the

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

country, including all mining operations, until at least the end of May 2020, which impacted the Company’s Cosalá Operations. Statements issued by the Mexican government in May are expected to allow for the re-opening of mining operations starting in June 2020. COVID-19 has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether or to what extent this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises, including COVID-19, can result in volatility and disruptions in the supply and demand for gold, silver and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such public health crises also include certain impacts, restrictions and limitations on activities which may result in delays in bringing Relief Canyon to commercial production on the expected timeline, potential for the impairment of the Company’s assets or write-downs in respect of the Company’s material properties, or any part thereof, as a result of prolonged delays, limitations or restrictions on activities at the Company’s properties due to COVID-19, risks to employee health and safety, a slowdown or temporary suspension of, or other material limitations or restrictions on, the Company’s activities and operations in geographic locations impacted by an outbreak, including in Mexico and other jurisdictions in which the Company operates, increased costs, including those related to labor and fuel and any additional capital being required related to bringing Relief Canyon to commercial production, the current temporary suspension of operations at Cosalá, the related recommencement of such operations and bringing such operations into full production, and our Recapitalization Plan for the Galena Complex, regulatory changes, political or economic instabilities, civil unrest, the availability of industry experts and personnel. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 may have a material adverse effect on the Company’s business, results of operations and financial condition and the market price of the common shares.

Additional risks and uncertainties not known to the Company or that management currently deems immaterial may also impair the Company’s business, condition (financial or otherwise), results of operations, properties or prospects.

Accounting Standards and Pronouncements

Accountingstandards issued but not yet applied

There have been no new accounting pronouncements issued in the first three months of 2020 that are expected to impact the Company. For a summary of recent pronouncements, see note 3 in the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2020.

Financial Instruments

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

As at March 31, 2020, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the three-month period ended March 31, 2020, the Company settled non-hedge foreign exchange forward contracts to buy approximately 26.0 million MXP and recorded a realized gain of nil through profit or loss.

As at March 31, 2020, the Company does not have any non-hedge commodity forward contracts outstanding. During the three-month period ended March 31, 2020, the Company settled non-hedge commodity forward contracts for approximately 1.6 million and 3.3 million pounds of zinc and lead, respectively, and recorded a realized gain of nil through profit or loss.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As at March 31, 2020, there were 94,637,324 common shares and nil preferred shares issued and outstanding.

As at May 15, 2020, there were 105,995,582 common shares and nil preferred shares issued and outstanding, and 7,182,290 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 5,264,520.

Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”).

The Company’s DC&P are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way and that they provide the Company with assurance that the financial reporting is accurate.

ICFR means a process by or under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

As at March 31, 2020, the Company’s CEO and CFO have certified that the DC&P are effective and that during the quarter ended March 31, 2020, the Company did not make any material changes in the ICFR that materially affected or are reasonably likely to materially affect the Company’s ICFR.

The internal controls are not expected to prevent and detect all misstatements due to error or fraud.

In accordance with NI 52-109, the Company has limited the scope of the Company’s design of DC&P and ICFR to exclude controls, policies and procedures of Pershing Gold being acquired not more than 365 days before the end of March 31, 2020.

Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce

The Company reports cash cost per ounce and all-in sustaining cost per ounce of silver produced, non-IFRS measures, in accordance with measures widely reported in the silver mining industry as a benchmark for performance measurement. Management uses these measures internally to better assess performance trends and understands that a number of investors, and others who follow the Company’s performance, also assess performance in this manner.

These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning and may differ from methods used by other companies with similar descriptions. The methods do not include depletion, depreciation, exploration or corporate administrative costs and is therefore not directly reconcilable to costs as reported under International Financial Reporting Standards. All-in sustaining cost is the silver mining industry cash cost plus all development, capital expenditures, and exploration spending.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Reconciliation of Consolidated Cash Cost per Ounce

		Q1-2020^1^				Q1-2019
Cost of sales (‘000)	$	2,217			$	12,470
Non-cash costs (‘000)2		(166	)			807
Direct mining costs (‘000)	$	2,051			$	13,277
Smelting, refining and royalty expenses (‘000)		1,621				5,089
Less by-product credits (‘000)		(4,115	)			(18,562	)
Total cash costs (‘000)	$	(443	)		$	(196	)
Divided by silver produced (oz)		39,117				393,824
Silver cash costs (/oz)	$	(11.32	)		$	(0.50	)

All values are in US Dollars.

Reconciliation of Cosalá Operations Cash Cost per Ounce

		Q1-2020				Q1-2019
Cost of sales (‘000)	$	2,217			$	5,739
Non-cash costs (‘000)2		(166	)			237
Direct mining costs (‘000)	$	2,051			$	5,976
Smelting, refining and royalty expenses (‘000)		1,621				4,185
Less by-product credits (‘000)		(4,115	)			(15,438	)
Total cash costs (‘000)	$	(443	)		$	(5,277	)
Divided by silver produced (oz)		39,117				173,169
Silver cash costs (/oz)	$	(11.32	)		$	(30.48	)

All values are in US Dollars.

Reconciliation of Consolidated All-In Sustaining Cost per Ounce

		Q1-2020^1^				Q1-2019
Total cash costs (‘000)	$	(443	)		$	(196	)
Capital expenditures (‘000)		157				2,301
Exploration costs (‘000)		254				76
Total all-in sustaining costs (‘000)	$	(32	)		$	2,181
Divided by silver produced (oz)		39,117				393,824
Silver all-in sustaining costs (/oz)	$	(0.83	)		$	5.54

All values are in US Dollars.

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Americas Gold and Silver Corporation

Management’s Discussion & Analysis

For the three months ended March 31, 2020

Reconciliation of Cosalá Operations All-In Sustaining Costper Ounce

		Q1-2020				Q1-2019
Total cash costs (‘000)	$	(443	)		$	(5,277	)
Capital expenditures (‘000)		157				796
Exploration costs (‘000)		254				5
Total all-in sustaining costs (‘000)	$	(32	)		$	(4,476	)
Divided by silver produced (oz)		39,117				173,169
Silver all-in sustaining costs (/oz)	$	(0.83	)		$	(25.85	)

All values are in US Dollars.

^1^	Q1-2020 consolidated production results exclude Q1-2020 from the Galena<br>Complex due to the Recapitalization Plan.
^2^	Non-cash costs consist of non-cash related charges to cost of sales<br>including inventory movements and write-downs to net realizable value of concentrates, ore stockpiles, and spare parts and supplies.
---	---

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EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Darren Blasutti, Chief Executive Officer of Americas Gold and Silver Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br>“interim filings”) of Americas Gold and Silver Corporation (the “issuer”) for the interim period ended March 31, 2020.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the<br>period covered by the interim filings. ****
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings. ****
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual andInterim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the<br>issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings ****
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that<br>
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in<br>which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the<br>reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
---	---
5.2	ICFR – material weakness relating to design: N/A
---	---
5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A<br>
---	---

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the<br>issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 13, 2020

Darren Blasutti
Darren Blasutti<br> <br>President & Chief<br>Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Warren Varga, Chief Financial Officer of Americas Gold and Silver Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br>“interim filings”) of Americas Gold and Silver Corporation (the “issuer”) for the interim period ended March 31, 2020.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the<br>period covered by the interim filings. ****
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br>financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods<br>presented in the interim filings. ****
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual andInterim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the<br>issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings ****
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that<br>
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in<br>which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the<br>reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.
---	---
5.2	ICFR – material weakness relating to design: N/A
---	---
5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A<br>
---	---

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i)	N/A;
(ii)	N/A; or
---	---

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the<br>issuer’s ICFR that occurred during the period beginning on January 1, 2020 and ended on March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 13, 2020

“Warren Varga”
Warren Varga<br> <br>Chief Financial<br>Officer