UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
OR
For the fiscal year ended
Commission file number:
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(Exact Name of Registrant as Specified in its Charter) |
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(Translation of Registrant’s Name into English (if applicable))
CANADA
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code)
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(I.R.S. Employer Identification No.)
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(Address and Telephone Number of Registrant’s Principal Executive Offices)
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(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
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Copies to: Richard Raymer James Guttman Dorsey & Whitney LLP 66 Wellington Street West, Suite 3400 Toronto, Ontario M5K 1E6 (416) 367-7388 |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A
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For annual reports, indicate by check mark the information filed with this form:
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2025,
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company
If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
EXPLANATORY NOTE
Americas Gold and Silver Corporation (the “Company” or the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 40-F for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Annual Report”), for the purpose of adding Exhibit 99.9, the Consent of PricewaterhouseCoopers LLP, to Amendment No. 1 to the Original Annual Report, which was filed with the SEC on March 31, 2026 (“Amendment No. 1”).
Other than the addition to Amendment No. 1 described above and the filing of updated certifications of the Chief Executive Officer and Chief Financial Officer of the Registrant, no other changes have been made to Amendment No. 1 and this Amendment No. 2 does not, and does not purport to, update, amend, restate or modify the information, statements or disclosures in the Amendment No. 1, or otherwise update the Amendment No. 1 for any events that have occurred after the Amendment No. 1 was filed with the SEC. Accordingly, this Amendment No. 2 should be read in conjunction with the Amendment No. 1.
UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.
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AMERICAS GOLD AND SILVER CORPORATION |
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By: |
/s/ Warren Varga |
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Name: |
Warren Varga |
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Title: |
Chief Financial Officer |
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Date: |
April 2, 2026 |
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EXHIBIT INDEX
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Annual Information Form of the Company for the year ended December 31, 2025 |
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Management’s Discussion and Analysis for the year ended December 31, 2025 |
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Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
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Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act |
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101.INS** |
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Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104** |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Previously filed
**Filed herewith
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