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AMERICAS GOLD AND SILVER CORPORATION
 
Condensed Interim Consolidated Financial Statements
 
For the three and nine months ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
 
 

 

 

Notice of No Auditor Review of Condensed Interim Consolidated Financial Statements

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


Americas Gold and Silver Corporation

Condensed interim consolidated statements of financial position

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

    September 30,     December 31,  
As at   2025     2024  
Assets            
Current assets            
Cash and cash equivalents $ 39,100   $ 20,002  
Trade and other receivables (Note 5)   10,598     7,132  
Inventories (Note 6)   10,225     10,704  
Prepaid expenses   3,862     2,876  
Derivative instruments (Note 13 and 22)   1,541     -  
    65,326     40,714  
Non-current assets            
Restricted cash   4,672     4,527  
Property, plant and equipment (Note 7)   163,384     147,399  
Derivative instruments (Note 13 and 22)   1,320     -  
Total assets $ 234,702   $ 192,640  
             
Liabilities            
Current liabilities            
Trade and other payables $ 30,718   $ 37,333  
Metals contract liability (Note 8)   20,024     13,707  
Silver contract liability (Note 9)   6,368     -  
Derivative instruments (Note 10)   -     709  
Convertible debenture (Note 10)   -     10,849  
Pre-payment facility (Note 11)   2,550     2,000  
Credit facility (Note 12)   6,976     2,050  
Term loan facility (Note 13)   2,128     -  
Royalty payable (Note 14)   3,062     2,762  
    71,826     69,410  
Non-current liabilities            
Other long-term liabilities   2,180     1,658  
Metals contract liability (Note 8)   24,594     27,161  
Silver contract liability (Note 9)   22,198     18,193  
Credit facility (Note 12)   2,184     7,440  
Term loan facility (Note 13)   45,891     -  
Post-employment benefit obligations   3,108     3,892  
Decommissioning provision   12,473     11,389  
Deferred tax liabilities (Note 21)   33     48  
Total liabilities $ 184,487   $ 139,191  
             
Equity            
Share capital (Note 15)   615,904     573,532  
Equity reserve   62,381     56,521  
Foreign currency translation reserve   12,442     14,426  
Deficit   (640,512 )   (591,030 )
Total equity $ 50,215   $ 53,449  
             
Total liabilities and equity $ 234,702   $ 192,640  

Going concern (Note 2), Contingencies (Note 24)

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


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     For the nine-month period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Revenue (Note 18) $ 30,596   $ 22,326   $ 81,070   $ 76,391  
                         
Cost of sales (Note 19)   (20,138 )   (20,265 )   (64,756 )   (62,865 )
Depletion and amortization (Note 7)   (3,704 )   (5,914 )   (15,710 )   (18,618 )
Care and maintenance costs   (956 )   (734 )   (1,584 )   (3,197 )
Corporate general and administrative (Note 20)   (5,933 )   (1,671 )   (18,521 )   (5,036 )
Exploration costs   (1,709 )   (932 )   (3,907 )   (2,848 )
Accretion on decommissioning provision   (157 )   (157 )   (471 )   (469 )
Interest and financing expense   (1,710 )   (4,419 )   (3,565 )   (8,030 )
Foreign exchange gain (loss)   (1,877 )   1,173     1,107     161  
Gain on disposal of assets   1     -     967     -  
Loss on metals contract liabilities (Note 8 and 9)   (12,316 )   (5,330 )   (26,889 )   (10,044 )
Other gain (loss) on derivatives (Note 10, 13 and 22)   2,916     178     3,625     (566 )
Fair value loss on royalty payable (Note 14)   (19 )   (216 )   (300 )   (729 )
Loss before income taxes   (15,006 )   (15,961 )   (48,934 )   (35,850 )
Income tax expense (Note 21)   (702 )   (198 )   (795 )   (469 )
Net loss $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
                         
Attributable to:                        
Shareholders of the Company $ (15,708 ) $ (14,056 ) $ (49,729 ) $ (33,375 )
Non-controlling interests (Note 2 and 17)   -     (2,103 )   -     (2,944 )
Net loss $ (15,708 ) $ (16,159 ) $ (49,729 ) $ (36,319 )
                         
Other comprehensive income (loss)                        
Items that will not be reclassified to net loss                        
Remeasurement of post-employment benefit obligations $ (41 ) $ (733 ) $ 247   $ 1,757  
Items that may be reclassified subsequently to net loss                        
Foreign currency translation reserve   1,568     (913 )   (1,984 )   1,194  
Other comprehensive income (loss)   1,527     (1,646 )   (1,737 )   2,951  
Comprehensive loss $ (14,181 ) $ (17,805 ) $ (51,466 ) $ (33,368 )
                         
Attributable to:                        
Shareholders of the Company $ (14,181 ) $ (15,409 ) $ (51,466 ) $ (31,128 )
Non-controlling interests (Note 2 and 17)   -     (2,396 )   -     (2,240 )
Comprehensive loss $ (14,181 ) $ (17,805 ) $ (51,466 ) $ (33,368 )
                         
Loss per share attributable to shareholders of the Company                        
Basic and diluted   (0.06 )   (0.13 )   (0.19 )   (0.34 )
                         
Weighted average number of common shares outstanding (2)                        
Basic and diluted (Note 16)   271,451,602     105,053,467     260,988,191     98,314,006  

(1)  Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).

(2)  Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).

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


Americas Gold and Silver Corporation

Condensed interim consolidated statements of changes in equity
For the nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

                      Foreign                          
    Share capital           currency           Attributable     Non-        
    Common      Equity     translation           to shareholders     controlling     Total  
    Shares (1)     Amount     reserve       reserve     Deficit     of the Company     interests     equity  
                                                 
Balance at January 1, 2025   237,780   573,532   56,521   14,426   (591,030 ) $ 53,449   -   53,449  
Net loss for the period   -     -     -     -     (49,729 )   (49,729 )   -     (49,729 )
Other comprehensive income (loss) for the period   -     -     -     (1,984 )   247     (1,737 )   -     (1,737 )
Non-brokered private placements (Note 15)   11,197     17,884     571     -     -     18,455     -     18,455  
Common shares issued (Note 15)   2,330     2,984     -     -     -     2,984     -     2,984  
Conversion of convertible debenture (Note 10)   12,923     11,526     (484 )   -     -     11,042     -     11,042  
Share-based payments   -     -     9,007     -     -     9,007     -     9,007  
Exercise of options, warrants, and other share units   9,271     9,978     (3,234 )   -     -     6,744     -     6,744  
Balance at September 30, 2025   273,501   615,904   62,381   12,442   (640,512 ) 50,215   -   50,215  
                                                 
Balance at January 1, 2024   87,476   455,548   52,936   8,325   (463,391 )   53,418   18,782   72,200  
Net loss for the period   -     -     -     -     (33,375 )   (33,375 )   (2,944 )   (36,319 )
Other comprehensive income for the period   -     -     -     1,194     1,054     2,248     703     2,951  
Contribution from non-controlling interests (Note 17)   -     -     -     -     -     -     1,995     1,995  
Equity offering (Note 15)   10,460     3,171     1,855     -     -     5,026     -     5,026  
Non-brokered private placements (Note 15)   634     441     -     -     -     441     -     441  
Common shares issued   92     50     -     -     -     50     -     50  
Warrants issued   -     -     527     -     -     527     -     527  
Retraction of convertible debenture (Note 10)   8,051     5,603     (53 )   -     -     5,550     -     5,550  
Share-based payments   -     -     634     -     -     634     -     634  
Balance at September 30, 2024   106,713   464,813   $
55,899
  9,519   (495,712 ) 34,519   18,536   53,055  

(1)  Share information adjusted retrospectively to reflect August 2025 share consolidation (see Note 2).

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


Americas Gold and Silver Corporation

Condensed interim consolidated statements of cash flows
For the nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unaudited)


    September 30,     September 30,  
    2025     2024  
Cash flow generated from (used in)            
             
Operating activities            
Net loss for the period (49,729 ) (36,319 )
Adjustments for the following items:            
Depletion and amortization   15,710     18,618  
Income tax expense   795     469  
Accretion on decommissioning provision   471     469  
Share-based payments   9,007     634  
Non-cash expenses from common shares issued   -     577  
Provision on other long-term liabilities   6     46  
Interest and financing expense   564     4,197  
Net charges on post-employment benefit obligations   (537 )   (504 )
Inventory write-downs   3,379     871  
Gain on disposal of assets   (967 )   -  
Loss on metals contract liabilities   26,889     10,044  
Other loss (gain) on derivatives   (3,625 )   566  
Fair value loss on royalty payable   300     729  
Changes in non-cash working capital items:            
Trade and other receivables   (3,466 )   2,036  
Inventories   (2,900 )   (1,034 )
Prepaid expenses   (986 )   (472 )
Trade and other payables   (7,460 )   1,473  
Net cash generated from (used in) operating activities   (12,549 )   2,400  
             
Investing activities            
Expenditures on property, plant and equipment   (28,762 )   (13,575 )
Proceeds from disposal of assets   998     -  
Net cash used in investing activities   (27,764 )   (13,575 )
             
Financing activities            
Pre-payment facility   550     (750 )
Credit facility   (600 )   10,000  
Lease payments   (811 )   (487 )
Equity offering, net   -     5,026  
Non-brokered private placements, net   18,455     441  
Term loan facility, net   49,763     -  
Metals contract liability, net   (12,691 )   (113 )
Royalty agreement, net   -     (628 )
Derivative instruments   58     -  
Proceeds from exercise of options and warrants   6,744     -  
Contribution from non-controlling interests   -     1,995  
Net cash generated from financing activities   61,468     15,484  
             
Effect of foreign exchange rate changes on cash   (2,057 )   845  
Increase in cash and cash equivalents   19,098     5,154  
Cash and cash equivalents, beginning of period   20,002     2,061  
Cash and cash equivalents, end of period 39,100   7,215  
             
Interest paid during the period 1,425   2,214  

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(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 North America. The address of the Company's registered office is 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company's common shares are listed on the Toronto Stock Exchange under the symbol "USA" and on the New York Stock Exchange American under the symbol "USAS".

The unaudited condensed interim consolidated financial statements of the Company ("the Interim Financial Statements") for the three and nine months ended September 30, 2025 were approved and authorized for issue by the Board of Directors of the Company on November 10, 2025.

2.  Basis of presentation and going concern

These Interim Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). As such they 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 audited consolidated financial statements as at and for the years ended December 31, 2024 and 2023.

On August 21, 2025 the Company filed articles of amendment to complete an approved share consolidation of the Company's issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, and other share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts in these Interim Financial Statements have been adjusted retrospectively to reflect the share consolidation.

These Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due for the foreseeable future. The Company had a working capital deficit of $6.5 million, including cash and cash equivalents of $39.1 million as at September 30, 2025. During the nine-month period ended September 30, 2025, the Company reported a net loss of $49.7 million, including loss on metals contract liabilities of $26.9 million. At September 30, 2025, the Company may not have sufficient liquidity on hand to fund its operations for the next twelve months and may require further financing to meet its financial obligations and execute on its business plans at its mining operations.

Continuance as a going concern is dependent upon the Company's ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis, among other things. Since 2020 to 2024, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott, and closed a bought deal private placement of subscription receipts for gross proceeds of $50 million CAD or $35.1 million USD (see Note 15). As part of the agreement, the Company also closed additional non-brokered private placements for total gross proceeds of $6.9 million CAD or $5.0 million USD through total issuance of 6,600,000 of the Company's common shares priced at approximately $1.05 CAD per share for bridge financing purposes. On June 24, 2025, the Company entered into a $100 million senior secured debt facility with SAF Group consisting of an initial $50 million term loan advance, and two additional tranches of $25 million each made available to the Company upon satisfactory of certain conditions (See Note 13). While it has been successful in the past in obtaining financing for its operations, there is no assurance that it will be able to obtain adequate financing in the future. The ability to raise additional financing, to access the additional tranches, to achieve cash flow positive production at the Cosalá Operations and Galena Complex, allowing the Company to generate sufficient operating cash flows, are significant judgments in these Interim Financial Statements.

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

These Interim Financial Statements do not reflect any adjustments to carrying values of assets and liabilities and the reported expenses and condensed interim consolidated statement of financial position classification that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

On December 19, 2024, the Company completed the acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex via an agreement dated October 9, 2024 with Mr. Eric Sprott; consequently from December 19, 2024, consolidated net loss and other comprehensive loss are 100% attributable to the shareholders of the Company.

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. The following standards have been issued by the IASB:

- Amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.

- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted.

These standards are being assessed for their impact on the Company in the current or future reporting periods.

4.  Significant accounting judgments and estimates

The preparation of the Interim 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 Interim 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, 2024, in addition to the significant judgments mentioned in Note 2.

5. Trade and other receivables

    September 30,     December 31,  
    2025     2024  
             
Trade receivables 6,802   3,572  
Value added taxes receivable   535     -  
Other receivables   3,261     3,560  
  10,598   7,132  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

6.  Inventories

    September 30,     December 31,  
    2025     2024  
             
Concentrates 1,159   2,971  
Ore stockpiles   2,939     1,767  
Spare parts and supplies   6,127     5,966  
  10,225   10,704  

The amount of inventories recognized in cost of sales was $20.1 million during the three-month period ended September 30, 2025 (2024: $20.3 million) and $64.8 million during the nine-month period ended September 30, 2025 (2024: $62.9 million), including concentrates, ore on leach pads, and ore stockpiles write-down to net realizable value of $1.5 million during the three-month period end September 30, 2025 (2024: $0.1 million) and $3.4 million during the nine-month period ended September 30, 2025 (2024: $0.9 million).

7.  Property, plant and equipment

                            Corporate        
    Mining     Non-producing     Plant and     Right-of-use     office        
    interests      properties     equipment      lease assets     equipment     Total  
                                     
Cost                                    
Balance at January 1, 2024 226,819   12,469   128,228   11,685   237   379,438  
Asset additions   14,226     -     4,794     789     -     19,809  
Change in decommissioning provision   (1,420 )   -     -     -     -     (1,420 )
Balance at December 31, 2024   239,625     12,469     133,022     12,474     237     397,827  
Asset additions   20,701     -     8,137     2,084     190     31,112  
Asset disposals   -     -     -     (31 )   -     (31 )
Change in decommissioning provision   614     -     -     -     -     614  
Balance at September 30, 2025 $ 260,940   $ 12,469   $ 141,159   $ 14,527   $ 427   $ 429,522  
                                     
Accumulated depreciation and depletion                                    
Balance at January 1, 2024 (132,474 ) -   (85,440 ) (8,223 ) (200 ) (226,337 )
Depreciation/depletion for the year   (14,172 )   -     (8,615 )   (1,278 )   (26 )   (24,091 )
Balance at December 31, 2024   (146,646 )   -     (94,055 )   (9,501 )   (226 )   (250,428 )
Depreciation/depletion for the period   (8,347 )   -     (5,830 )   (1,522 )   (11 )   (15,710 )
Balance at September 30, 2025 (154,993 ) -   (99,885 ) (11,023 ) (237 ) (266,138 )
                                     
Carrying value                                    
  at December 31, 2024 92,979   12,469   38,967   2,973   11   147,399  
  at September 30, 2025 105,947   12,469   41,274   3,504   190   163,384  

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 nine-month period ended September 30, 2025 for each of the Company's cash-generating unit, including non-producing properties and properties placed under care and maintenance.

The carrying amounts of mineral interests, plant and equipment, and right-of-use lease assets from the Relief Canyon Mine is approximately $16.0 million, $5.1 million, and $0.1 million, respectively, as at September 30, 2025 (December 31, 2024: $16.0 million, $7.0 million, and $0.7 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at September 30, 2025, the carrying amount of this property was $12.5 million included in non-producing properties.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

8.  Precious metals delivery and purchase agreement

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the "Purchase Agreement") with Sandstorm Gold Ltd. ("Sandstorm") for the construction and development of the Relief Canyon Mine. The Company initially recorded the advances received on precious metals delivery, net of transaction costs, as deferred revenue though subsequently amended its treatment and recognized the fixed deliveries of precious metals as a financial liability measured at fair value through profit or loss.

The Purchase Agreement was further amended in 2023 and 2024 by which the Company received advances to pay its gold obligations with a final amendment on December 19, 2024, whereby the Company will deliver its remaining fixed ounces of gold over a quarterly fixed deliveries schedule with final delivery in December 2027. The Company shall have the right for Sandstorm to subscribe common shares of the Company for proceeds up to a maximum of $1.9 million per calendar quarter to satisfy the gold delivery obligations under the Purchase Agreement.

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

    Nine-month     Year  
    period ended     ended  
    September 30,     December 31,  
    2025     2024  
             
Net metals contract liability, beginning of period 40,868   36,837  
Advance increase (net of financing expense)   -     12,512  
Delivery of metals purchased   (12,691 )   (18,564 )
Revaluation of metals contract liability   16,441     10,083  
Net metals contract liability, end of period 44,618   40,868  
             
Current portion 20,024   13,707  
Non-current portion   24,594     27,161  
  44,618   40,868  

9.  Silver metals delivery agreement

On December 19, 2024, as part of the consideration for the remaining 40% interest in the Galena Complex, the Company entered into a silver metals delivery agreement with Mr. Eric Sprott for monthly purchases and deliveries of 18,500 ounces of silver for 36 months starting in January 2026 (the "Silver Agreement"). As part of the Silver Agreement, outstanding indebtedness of $1.4 million from Mr. Eric Sprott related to the original joint venture agreement (see Note 17) will be used to offset the metals contract liability commencing with the initial monthly delivery starting in January 2026.

The fixed deliveries are recognized as a financial liability measured at fair value through profit or loss as the Company expects metal deliveries will be satisfied through external purchase of silver. A fair value of the metals contract liability of $19.8 million was determined at inception using forward commodity pricing curves at the end of the fiscal 2024. A $10.4 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the nine-month period ended September 30, 2025 (2024: nil).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Nine-month  
    period ended  
    September 30,  
    2025  
       
Net silver contract liability, beginning of period 18,193  
Revaluation of metals contract liability   10,373  
Net silver contract liability, end of period 28,566  
       
Current portion 6,368  
Non-current portion   22,198  
  28,566  

10.  Convertible debenture

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

The Company amended the Convertible Debenture multiple times increasing the principal balance to total outstanding principal, net of retractions, of $16.8 million CAD or $11.7 million USD as at December 31, 2024, retractable at the holder's option at a cumulative $1.75 million CAD per month, and convertible at the holder's option at a conversion price of $1.30 CAD.

The Convertible Debenture was fully converted by the holders as of January 31, 2025 at the conversion price of $1.30 CAD resulting in the issuance of 12,923,076 of the Company's common shares.

The Company recognized a gain of $0.7 million for the nine-month period ended September 30, 2025 (2024: loss of $0.6 million) as a result of the change in the estimated fair value of the Convertible Debenture's combined redemption option and retraction option.

11.  Pre-payment facility

On December 12, 2022, the Company amended its existing unsecured offtake agreement with Ocean Partners USA, Inc. of lead concentrates produced from the Galena Complex to include a pre-payment facility of $3.0 million with an initial term of three years at an interest of U.S. SOFR rate plus 6.95% per annum (the "Facility") to fund general working capital at the Galena Complex. Principal on the Facility is repaid through semi-monthly installments deductible from concentrate deliveries to Ocean Partners or paid in cash and can be redrawn on a revolving basis. The Facility was drawn in full for $3.0 million in June 2025 with interest amended to U.S. SOFR rate plus 4.75% per annum.

12.  Credit facility

On August 14, 2024, the Company signed a credit and offtake agreement with Trafigura PTE Ltd. ("Trafigura") for a secured credit facility of up to $15 million to complete initial development of the Zone 120 and El Cajón silver-copper project ("EC120") (the "Credit Facility"). The Credit Facility is secured by share and asset pledges of all the Company's material Mexican subsidiaries. The term of the Credit Facility is for a period of 36 months which includes a principal repayment grace period of 12 months, and bears interest of U.S. SOFR rate plus 6% per annum on cumulative drawings up to $12 million and 6.5% thereafter. The Credit Facility was drawn for $10.0 million in August 2024 and is amortized in equal monthly installments of $0.6 million commencing after expiry of the grace period. The Company also entered into an offtake agreement with Trafigura for all the copper concentrates produced from EC120 where Trafigura will pay for the concentrates at the prevailing market prices for silver and copper, less customary treatment, refining and penalty charges.

13. Term loan facility

On June 24, 2025, the Company closed a senior secured debt facility (the "Term Loan Facility") with SAF Group ("SAF") for funds of up to $100 million. The Term Loan Facility consists of three tranches with an initial $50 million term loan advanced upon closing (the "Initial Advance"), and two additional tranches of $25 million each made available to the Company upon satisfactory of certain conditions. SAF holds senior security over all the Company's assets other than second ranking security relating to the Cosalá Operations and the Relief Canyon Mine which are secured in priority by other debt providers.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The Term Loan Facility is due in 5 years and subject to a 6.0% original issue discount, valued at $3.2 million on closing date. Principal repayments commence after one year of closing date and are payable quarterly thereafter starting at 1.5% of the aggregate principal amount and gradually increasing to 6.25% after 36 months. Interest of U.S. SOFR rate (4% floor) plus 6% per annum is payable monthly, and review fees equal to 0.5% of the outstanding aggregate principal is payable every six months. The Term Loan Facility may be pre-paid at the Company's option equal the par value of total aggregate principal amount plus unpaid interests and fees accrued up to 42 months following the closing date. The Term Loan Facility is subject to certain quarterly and annual financial covenants starting at end of fiscal 2025, along with a price protection program completed in July 2025 on future precious and base metals production and commitments. See Note 22 for the Company's price risk impact from the price protection program.

At inception, the Initial Advance was accounted for at amortized cost, net of $2.5 million in financing costs, with principal repayments being amortized over the term of the loan. The Company recognized total interest and financing expense of $2.0 million for the nine-month period ended September 30, 2025.

14.  Royalty payable

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

On inception, the Royalty Agreement was classified as a hybrid instrument of host financial liability with embedded derivatives from the reduced 0.2% royalty on attributable production and buyout payment. The Company elected at inception to designate the entire hybrid instrument at fair value through profit or loss with its initial fair value be representative of the $4.0 million in proceeds received. Subsequent measurement of fair value for the hybrid instrument was determined based on an income approach of expected future cash flows into a single current discounted amount. Key assumptions used in the fair value determination of the hybrid instrument include timing of repayment of the $4.0 million, which considers factors such as forecasted production and commodity prices in quantifying expected net smelter returns, feasibility of the reduced 0.2% royalty on attributable production versus the buyout payment, and applicable discount rates. The Company recognized a loss of $0.3 million for the nine-month period ended September 30, 2025 (2024: $0.7 million) as a result of the change in the estimated fair value of the Royalty Agreement.

15.  Share capital

On August 21, 2025 the Company completed a share consolidation of issued and outstanding common shares on the basis of 2.5 pre-consolidated common shares for one post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, deferred share units, and restricted share units. All information relating to issued and outstanding common shares, options, warrants, other share units, and related per share amounts have been adjusted retrospectively to reflect the share consolidation.

During the nine-month period ended September 30, 2025, the Company closed non-brokered private placements for total gross proceeds of $18.6 million through total issuance of 11,196,656 of the Company's common shares priced at approximately $2.31 CAD per share. As part of the non-brokered private placements, 1,044,000 warrants for approximately $0.6 million were issued and offset against share capital where each warrant is exercisable for one common share at an exercise price of $2.50 CAD for a period of three years starting March 31, 2025.

During the nine-month period ended September 30, 2025, the Company settled $3.0 million of transaction-related payables through issuance of 2,329,870 of the Company's common shares.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

On March 27, 2024, the Company completed an equity offering of 10,400,000 units at a price of $0.75 CAD per unit for total gross proceeds of $5.8 million. Each unit consisted of one common share and one common share purchase warrant where each warrant is exercisable for one common share at an exercise price of $1.00 CAD for a period of three years starting March 27, 2024. As part of the equity offering, approximately $0.8 million in transaction costs were incurred and offset against share capital, and 60,000 common shares and 604,008 warrants for approximately $0.1 million and $0.1 million, respectively, were issued to the Company's advisors and offset against share capital where each warrant is exercisable for one common share at an exercise price of $0.75 CAD for a period of two years starting March 27, 2024.

On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex in exchange for issuance of 68,000,000 of the Company's common shares, and $10 million in cash, plus monthly deliveries of 18,500 ounces of silver for a period of 36 months starting in January 2026 (see Note 9). The Company also completed a concurrent bought deal private placement of subscription receipts raising gross proceeds of $50 million CAD or $35.1 million USD at an issue price of $1.00 CAD per subscription receipt resulting from total issuance of 50,000,000 of the Company's common shares.

During fiscal 2024, the Company closed non-brokered private placements for total gross proceeds of $9.4 million through total issuance of 11,245,046 of the Company's common shares priced at approximately $1.18 CAD per share.

a.  Authorized

Authorized share capital consists of an unlimited number of common and preferred shares. No preferred shares have been issued to date.

b.  Stock option plan

The number of shares reserved for issuance under the Company's stock option plan is limited to 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:

          Nine-month           Year  
          period ended           ended  
          September 30,           December 31,  
          2025           2024  
          Weighted           Weighted  
          average           average  
          exercise           exercise  
    Number     price     Number     price  
    (thousands)     CAD     (thousands)     CAD  
                         
Balance, beginning of period   8,044   1.67     6,948   3.25  
Granted   3,940     1.41     3,620     1.33  
Exercised   (1,290 )   1.50     -     -  
Expired   (1,591 )   2.61     (2,524 )   5.55  
Balance, end of period   9,103   1.42     8,044   1.68  

The following table summarizes information on stock options outstanding and exercisable as at September 30, 2025:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Weighted                          
    average           Weighted           Weighted  
    remaining           average           average  
Exercise   contractual           exercise           exercise  
price   life     Outstanding     price     Exercisable     price  
CAD   (years)     (thousands)     CAD     (thousands)     CAD  
                               
$0.01 to $1.00   1.23     1,123   $ 0.78     626   $ 0.78  
$1.01 to $2.00   3.28     6,840     1.38     947     1.38  
$2.01 to $3.00   0.60     1,100     2.25     1,020     2.25  
$3.01 to $3.50   4.88     40     3.43     -     -  
          9,103   $ 1.42     2,593   $ 1.58  

c.  Share-based payments

The weighted average fair value at grant date of the Company's stock options granted during the nine-month period ended September 30, 2025 was $0.59 (2024: $0.30).

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

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Expected stock price volatility (1)   68%     -     70%     67%  
Risk free interest rate   2.94%     -     2.94%     4.02%  
Expected life   5 years     -     5 years     3 years  
Expected forfeiture rate   4.80%     -     3.25%     3.08%  
Expected dividend yield   0%     -     0%     0%  
                         
Share-based payments included in cost of sales -   -   -   -  
Share-based payments included in general and administrative expenses   616     198     1,656     509  
Total share-based payments 616   198   1,656   509  

(1)  Expected volatility has been based on historical volatility of the Company's publicly traded shares.

d.  Warrants

The warrants that are issued and outstanding as at September 30, 2025 are as follows:

Number of   Exercise     Issuance     Expiry  
warrants   price (CAD)     date     date  
7,040   0.75     Mar 2024     Mar 27, 2026  
400,000   1.38     Jun 2023     Jun 21, 2026  
5,457,400   1.00     Mar 2024     Mar 27, 2027  
                                    1,200,000   1.05     Aug 2024     Aug 14, 2027  
                                    1,044,000   2.50     Mar 2025     Mar 31, 2028  
                                    8,108,440                  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

e.  Restricted share units:

The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units settled in either cash or common shares at the Company's discretion. Prior to December 31, 2024, the Company previously elected to settle these units in cash. For cash-settled share units, the Company recognizes a corresponding increase in trade and other payables with compensation expense and the associated liability adjusted at each period end date to reflect changes in market value. As at September 30, 2025, nil (December 31, 2024: 93,630) cash-settled restricted share units are outstanding at an aggregate value of nil (December 31, 2024: $0.1 million) which is included in trade and other payables in the consolidated statement of financial position.

Effective January 1, 2025, the Company amended the application of its accounting policy for solely share-settled restricted share units where each share-settled restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. As at September 30, 2025, 9,541,183 (December 31, 2024: nil) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.

f.  Performance share units:

The Company has a Performance Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of performance share units settled in common shares at the Company's discretion. Performance share units are fair valued on the date of grant with the fair value of each award charged to compensation expense over the period of vesting with corresponding increase in equity reserve upon recognition. The fair value of performance share units is determined using a Monte Carlo simulation approach. This approach uses random numbers, together with various market assumptions to generate potential future outcomes for share prices using Geometric Brownian Motion which is an industry standard method for simulating the expected future path of share prices.

The Company granted 1,140,730 performance share units to certain employees on August 19, 2025 which vest over 3 years and are subject to certain key performance indicators. The following assumptions were used to estimate fair value on grant date:

Number of performance share units granted 1,140,730
Average fair value per unit $2.64
Share price $2.22
Risk free interest rate 3.42%
Expected life 3 years
Expected volatility 71%
Expected dividends 0%
Average index share price $43.74
Average correlation coefficient 0.54


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

g.  Deferred share units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 50% to 100% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company's discretion when the director leaves the Company's Board of Directors. The Company recognizes a charge to director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at September 30, 2025, 3,151,033 (December 31, 2024: 1,425,166) deferred share units are issued and outstanding.

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

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Basic weighted average number of shares   271,451,602     105,053,467     260,988,191     98,314,006  
Effect of dilutive stock options and warrants   -     -     -     -  
Diluted weighted average number of shares   271,451,602     105,053,467     260,988,191     98,314,006  

Diluted weighted average number of common shares for the three-month and nine-month periods ended September 30, 2025 excludes nil anti-dilutive preferred shares (2024: nil), 9,103,338 anti-dilutive stock options (2024: 5,978,000) and 8,108,440 anti-dilutive warrants (2024: 15,104,008).

17.  Non-controlling interests

The Company entered into a joint venture agreement with Mr. Eric Sprott effective October 1, 2019 for 40% non-controlling interests of the Company's Galena Complex with initial contribution of $15 million to fund capital improvements and operations. On December 19, 2024, the Company completed an acquisition of the remaining 40% non-controlling interests of the Company's Galena Complex. The $18.3 million proportionate non-controlling interests' carrying amount prior to the change in ownership was derecognized from the consolidated financial statements upon completion of the acquisition.

18.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and nine-month periods ended September 30, 2025 and 2024:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Silver                        
Sales revenue $ 17,212   13,630   45,950   49,011  
Derivative pricing adjustments   (351 )   (1,547 )   755     (887 )
    16,861     12,083     46,705     48,124  
Zinc                        
Sales revenue 108   9,509   11,883   29,431  
Derivative pricing adjustments   73     235     155     890  
    181     9,744     12,038     30,321  
Lead                        
Sales revenue 2,048   4,482   7,312   14,274  
Derivative pricing adjustments   (41 )   (105 )   (175 )   53  
    2,007     4,377     7,137     14,327  
Other by-products                        
Sales revenue 4   216   354   808  
Derivative pricing adjustments   26     92     89     306  
    30     308     443     1,114  
                         
Total sales revenue 19,372   27,837   65,499   93,524  
Total derivative pricing adjustments   (293 )   (1,325 )   824     362  
Gross revenue 19,079   26,512   66,323   93,886  
Proceeds before intended use   12,934     990     23,536     1,695  
Treatment and selling costs   (1,417 )   (5,176 )   (8,789 )   (19,190 )
  30,596   22,326   81,070   76,391  

(1)  Certain fiscal 2024 amounts were reclassified from revenue to cost of sales (see Note 19).

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 22).

19. 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 and nine-month periods ended September 30, 2025 and 2024:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024 Revised (1)     2025     2024 Revised (1)  
                         
Salaries and employee benefits $ 7,795   $ 8,226   $ 22,261   $ 24,047  
Raw materials and consumables   3,600     8,603     16,726     25,793  
Utilities   985     1,090     3,126     3,367  
Transportation costs   373     1,308     1,945     4,258  
Other costs   2,682     1,509     7,224     4,692  
Costs before intended use   6,759     454     12,995     871  
Changes in inventories   (3,511 )   (978 )   (2,900 )   (1,034 )
Inventory write-downs (Note 6)   1,455     53     3,379     871  
  $ 20,138   $ 20,265   $ 64,756   $ 62,865  

(1)  Certain transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.

20.  Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other subsidiaries that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and nine-month periods ended September 30, 2025 and 2024:

    Three-month     Three-month     Nine-month     Nine-month  
    period ended     period ended     period ended     period ended  
    September 30,     September 30,     September 30,     September 30,  
    2025     2024     2025     2024  
                         
Salaries and employee benefits $ 1,075   $ 498   $ 3,397   $ 1,611  
Directors' fees   564     115     3,337     341  
Share-based payments   2,344     198     5,945     509  
Professional fees   1,155     391     3,311     1,067  
Office and general   795     469     2,531     1,508  
  $ 5,933   $ 1,671   $ 18,521   $ 5,036  

21.  Income taxes

Income tax expense is recognized based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the nine-month period ended September 30, 2025 was 26.5% and for the year ended December 31, 2024 was 26.5%.

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

    September 30,     December 31,  
    2025     2024  
             
Property, plant and equipment $ 130   $ 130  
Other   309     313  
Total deferred tax liabilities   439     443  
Provisions and reserves   (406 )   (395 )
Net deferred tax liabilities $ 33   $ 48  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

22.  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 September 30, 2025, the Company's exposure to credit risk with respect to trade receivables amounts to $6.8 million (December 31, 2024: $3.6 million). The Company believes credit risk is not significant and there was no significant change to the Company's allowance for expected credit losses as at September 30, 2025 and December 31, 2024.

(ii) Liquidity risk

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

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

    September 30, 2025  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 30,718   $ 30,718   $ -   $ -   $ -  
Pre-payment facility   2,550     2,550     -     -     -  
Credit facility   9,400     7,200     2,200     -     -  
Interest on credit facility   578     553     25     -     -  
Term loan facility   53,191     1,596     15,691     35,904     -  
Interest and fees on term loan facility   20,037     5,527     9,780     4,730     -  
Royalty payable   3,062     3,062     -     -     -  
Metals contract liability   44,618     20,024     24,594     -     -  
Silver contract liability   28,566     6,368     19,815     2,383     -  
Price protection program premium   3,411     383     3,028     -     -  
Projected pension contributions   7,530     1,596     2,652     2,906     376  
Decommissioning provision   19,950     -     -     -     19,950  
Other long-term liabilities   2,180     -     1,368     182     630  
  $ 225,791   $ 79,577   $ 79,153   $ 46,105   $ 20,956  

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    September 30, 2025  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 1,493   $ 1,493   $ -   $ -   $ -  
Other long-term liabilities   1,550     -     1,368     182     -  
  $ 3,043   $ 1,493   $ 1,368   $ 182   $ -  

The following table summarizes the continuity of the Company's total lease liabilities discounted using an incremental borrowing rate ranging from 6% to11% applied during the period:

    Nine-month     Year  
    period ended     ended  
    September 30,     December 31,  
    2025     2024  
             
Lease liabilities, beginning of period $ 1,655   $ 1,436  
Additions   2,081     823  
Lease principal payments   (668 )   (608 )
Lease interest payments   (143 )   (71 )
Accretion on lease liabilities   118     75  
Lease liabilities, end of period $ 3,043   $ 1,655  

(iii) Market risk

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

(1) Interest rate risk

The Company is subject to interest rate risk of the 3-month U.S. SOFR rate plus 7.2% per annum from Cosalá Operations' advance payments of concentrate, the 3-month U.S. SOFR rate plus 4.75% per annum from the Facility, the 3-month U.S. SOFR rate plus 6% per annum from the Credit Facility, and the U.S SOFR rate plus 6% per annum from the Term Loan Facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at September 30 2025, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and MXN:

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

    As at September 30, 2025  
    CAD     MXN  
             
Cash and cash equivalents $ 1,030   $ 668  
Trade and other receivables   517     3,254  
Trade and other payables   4,078     11,018  

As at September 30, 2025, the CAD/USD and MXN/USD exchange rates were 1.39 and 18.38, respectively. The sensitivity of the Company's net loss and other comprehensive loss due to changes in the exchange rates for the nine-month period ended September 30, 2025 is included in the following table:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    CAD/USD     MXN/USD  
    Exchange rate     Exchange rate  
    +/- 10%     +/- 10%  
             
Approximate impact on:            
Net loss 2,182   3,378  
Other comprehensive loss   196     3  

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

As at September 30, 2025 and December 31, 2024, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the nine-month periods ended September 30, 2025 and 2024, the Company did not settle any non-hedge foreign exchange forward contracts.

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at September 30, 2025, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, and gold prices would affect trade receivables by approximately $0.7 million (December 31, 2024: $0.4 million). The Company also has precious metals contract liabilities which fluctuate from changes in commodity prices. A ±10% fluctuation in gold and silver prices would affect total metals contract liability and silver contract liability by approximately $4.5 million and $2.9 million, respectively (December 31, 2024: $4.1 million and $1.8 million, respectively).

A price protection program on future precious and base metals production and commitments was completed in July 2025 in relation to the Term Loan Facility. The following were the non-hedge contracts entered:

The Company recognized a $0.3 million gain from settled non-hedge contracts and a $2.6 million gain from unsettled non-hedge contracts during the nine-month period ended September 30, 2025. At September 30, 2025, the unsettled non-hedged contracts resulted in a net asset of derivative instruments valued at $2.9 million.

Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the nine-month period ended September 30, 2025 was $2.9 million (2024: nil). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company's convertible debenture during the nine-month period ended September 30, 2025 was a gain of $3.6 million (2024: loss of $0.6 million).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

b.  Fair values

The fair value of cash, restricted cash, trade and other receivables, and other financial assets and liabilities listed below approximate their carrying amounts mainly due to the short-term maturities of these instruments.

The methods and assumptions used in estimating the fair value of financial assets and liabilities are as follows:

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


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    September 30,           December 31,  
    2025           2024  
                   
Level 1                  
  Cash and cash equivalents $ 39,100         $ 20,002  
  Restricted cash   4,672           4,527  
                   
Level 2                  
  Trade and other receivables   10,598           7,132  
  Derivative instruments - assets   2,861     ##     -  
  Derivative instruments - liabilities   -           709  
  Metals contract liability   44,618           40,868  
  Silver contract liability   28,566           18,193  
                   
Level 3                  
  Royalty payable   3,062           2,762  
                   
Amortized cost                  
  Pre-payment facility   2,550           2,000  
  Credit facility   9,160           9,490  
  Term loan facility   48,019           -  
  Convertible debenture   -           10,849  

23.  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 and nine-month periods ended September 30, 2025 and 2024 were earned in Mexico and the United States. The following segmented information is presented as at September 30, 2025 and December 31, 2024, and for the three-month and nine-month periods ended September 30, 2025 and 2024. The Cosalá Operations segment operates in Mexico while the Galena Complex and Relief Canyon segments operate in the United States.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    As at September 30, 2025     As at December 31, 2024  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Cash and cash equivalents 5,840   337   199   32,724   39,100   6,576   1,390   35   12,001   20,002  
Trade and other receivables   5,154     4,927     -     517     10,598     5,485     1,450     -     197     7,132  
Inventories   7,364     2,758     103     -     10,225     7,976     2,625     103     -     10,704  
Prepaid expenses   1,288     1,382     394     798     3,862     745     933     755     443     2,876  
Derivative instruments   -     -     -     2,861     2,861     -     -     -     -     -  
Restricted cash   149     53     4,470     -     4,672     135     53     4,339     -     4,527  
Property, plant and equipment   58,370     83,180     21,169     665     163,384     48,123     74,935     23,686     655     147,399  
Total assets 78,165   92,637   26,335   37,565   234,702   69,040   81,386   28,918   13,296   192,640  
                                                             
Trade and other payables 12,256   9,425   3,271   5,766   30,718   12,650   8,689   2,896   13,098   37,333  
Derivative instruments   -     -     -     -     -     -     -     -     709     709  
Pre-payment facility   -     2,550     -     -     2,550     -     2,000     -     -     2,000  
Credit facility   9,160     -     -     -     9,160     9,490     -     -     -     9,490  
Term loan facility   -     -     -     48,019     48,019     -     -     -     -     -  
Other long-term liabilities   870     916     -     394     2,180     -     1,170     -     488     1,658  
Metals contract liability   -     -     -     44,618     44,618     -     -     -     40,868     40,868  
Silver contract liability   -     -     -     28,566     28,566     -     -     -     18,193     18,193  
Convertible debenture   -     -     -     -     -     -     -     -     10,849     10,849  
Royalty payable   -     -     -     3,062     3,062     -     -     -     2,762     2,762  
Post-employment benefit obligations   -     3,108     -     -     3,108     -     3,892     -     -     3,892  
Decommissioning provision   2,693     5,716     4,064     -     12,473     2,129     5,346     3,914     -     11,389  
Deferred tax liabilities   33     -     -     -     33     48     -     -     -     48  
Total liabilities 25,012   21,715   7,335   130,425   184,487   24,317   21,097   6,810   86,967   139,191  

    Three-month period ended September 30, 2025           Three-month period ended September 30, 2024        
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue 13,099   17,497   -   -   30,596   12,699   9,627   -   -   22,326  
Cost of sales   (8,190 )   (11,948 )   -     -     (20,138 )   (9,426 )   (10,839 )   -     -     (20,265 )
Depletion and amortization   (707 )   (2,142 )   (797 )   (58 )   (3,704 )   (2,243 )   (2,769 )   (862 )   (40 )   (5,914 )
Care and maintenance costs   -     (216 )   (740 )   -     (956 )   -     (175 )   (559 )   -     (734 )
Corporate general and administrative   -     -     -     (5,933 )   (5,933 )   -     -     -     (1,671 )   (1,671 )
Exploration costs   (962 )   (715 )   (32 )   -     (1,709 )   (112 )   (788 )   (32 )   -     (932 )
Accretion on decommissioning provision   (54 )   (60 )   (43 )   -     (157 )   (59 )   (56 )   (42 )   -     (157 )
Interest and financing income (expense)   (34 )   (76 )   44     (1,644 )   (1,710 )   (796 )   (119 )   12     (3,516 )   (4,419 )
Foreign exchange gain (loss)   (367 )   -     -     (1,510 )   (1,877 )   475     -     -     698     1,173  
Gain on disposal of assets   -     -     1     -     1     -     -     -     -     -  
Loss on metals contract liabilities   -     -     -     (12,316 )   (12,316 )   -     -     -     (5,330 )   (5,330 )
Other gain on derivatives   -     -     -     2,916     2,916     -     -     -     178     178  
Fair value loss on royalty payable   -     -     -     (19 )   (19 )   -     -     -     (216 )   (216 )
Income (loss) before income taxes   2,785     2,340     (1,567 )   (18,564 )   (15,006 )   538     (5,119 )   (1,483 )   (9,897 )   (15,961 )
Income tax expense   (702 )   -     -     -     (702 )   (198 )   -     -     -     (198 )
Net income (loss) for the period 2,083   2,340   (1,567 ) (18,564 ) (15,708 ) 340   (5,119 ) (1,483 ) (9,897 ) (16,159 )


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month and nine-month periods ended September 30, 2025 and 2024
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Nine-month period ended September 30, 2025           Nine-month period ended September 30, 2024        
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue 36,435   44,635   -   -   81,070   41,094   35,297   -   -   76,391  
Cost of sales   (30,781 )   (33,975 )   -     -     (64,756 )   (32,905 )   (29,960 )   -     -     (62,865 )
Depletion and amortization   (3,607 )   (9,424 )   (2,506 )   (173 )   (15,710 )   (6,892 )   (9,018 )   (2,589 )   (119 )   (18,618 )
Care and maintenance costs   -     (445 )   (1,139 )   -     (1,584 )   -     (445 )   (2,752 )   -     (3,197 )
Corporate general and administrative   -     -     -     (18,521 )   (18,521 )   -     -     -     (5,036 )   (5,036 )
Exploration costs   (2,203 )   (1,617 )   (87 )   -     (3,907 )   (486 )   (2,286 )   (76 )   -     (2,848 )
Accretion on decommissioning provision   (162 )   (178 )   (131 )   -     (471 )   (182 )   (165 )   (122 )   -     (469 )
Interest and financing income (expense)   (128 )   (268 )   131     (3,300 )   (3,565 )   (965 )   (317 )   41     (6,789 )   (8,030 )
Foreign exchange gain (loss)   (844 )   -     -     1,951     1,107     1,042     -     -     (881 )   161  
Gain on disposal of assets   -     -     967     -     967     -     -     -     -     -  
Loss on metals contract liability   -     -     -     (26,889 )   (26,889 )   -     -     -     (10,044 )   (10,044 )
Other gain (loss) on derivatives   -     -     -     3,625     3,625     -     -     -     (566 )   (566 )
Fair value loss on royalty payable   -     -     -     (300 )   (300 )   -     -     -     (729 )   (729 )
Income (loss) before income taxes   (1,290 )   (1,272 )   (2,765 )   (43,607 )   (48,934 )   706     (6,894 )   (5,498 )   (24,164 )   (35,850 )
Income tax expense   (795 )   -     -     -     (795 )   (469 )   -     -     -     (469 )
Net loss for the period (2,085 ) (1,272 ) (2,765 ) (43,607 ) (49,729 ) 237   (6,894 ) (5,498 ) (24,164 ) (36,319 )

c.  Major customers

For the three-month period ended September 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 43% of revenues from Cosalá Operations and 57% of revenues from Galena Complex (2024: two major customers accounting for 51% of revenues from Cosalá Operations and 45% of revenues from Galena Complex). For the nine-month period ended September 30, 2025, the Company sold concentrates and finished goods to three major customers accounting for 45% of revenues from Cosalá Operations and 55% of revenues from Galena Complex (2024: two major customers accounting for 50% of revenues from Cosalá Operations and 48% of revenues from Galena Complex).

24.  Contingencies

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

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.7 million (MXN 196.8 million), of which $4.6 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.1 million (MXN 94.6 million) of their original reassessment. The remaining $5.6 million (MXN 102.2 million) consists of $4.6 million (MXN 84.4 million) related to transactions with certain suppliers and $1.0 million (MXN 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $1.0 million (MXN 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.6 million (MXN 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.1 million (MXN 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment. As at September 30, 2025, the accrued liability of the probable obligation from the ongoing appeal was $1.0 million (December 31, 2024: $1.0 million).