EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Americas Gold and Silver Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

 

 

 
 
AMERICAS GOLD AND SILVER CORPORATION
 
Condensed Interim Consolidated Financial Statements
 
For the three months ended March 31, 2026 and 2025
(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   2026     2025  
Assets            
Current assets            
Cash and cash equivalents $ 122,429   $ 129,783  
Trade and other receivables (Note 6)   21,894     8,856  
Inventories (Note 7)   14,277     10,668  
Prepaid expenses   2,088     2,542  
Derivative instruments (Note 22)   3,638     1,815  
    164,326     153,664  
Non-current assets            
Restricted cash   4,752     4,716  
Property, plant and equipment (Note 8)   263,074     248,815  
Investment in joint ventures (Note 5 and 17)   2,843     2,843  
Derivative instruments (Note 22)   3,562     2,958  
Total assets $ 438,557   $ 412,996  
             
Liabilities            
Current liabilities            
Trade and other payables $ 45,752   $ 38,819  
Metals contract liability (Note 9)   23,801     21,308  
Silver contract liability (Note 10)   16,235     13,325  
Credit facility (Note 12)   5,704     7,041  
Term loan facility (Note 13)   3,715     2,918  
Royalty payable (Note 14)   2,315     2,753  
    97,522     86,164  
Non-current liabilities            
Other long-term liabilities   2,184     2,446  
Metals contract liability (Note 9)   16,767     19,718  
Silver contract liability (Note 10)   25,205     24,196  
Credit facility (Note 12)   -     399  
Term loan facility (Note 13)   44,992     45,312  
Post-employment benefit obligations   2,275     2,131  
Decommissioning provision   10,888     11,000  
Deferred tax liabilities (Note 21)   95     13  
Total liabilities $ 199,928   $ 191,379  
             
Equity            
Share capital (Note 15)   820,921     812,582  
Equity reserve   63,072     64,322  
Foreign currency translation reserve   13,668     13,459  
Deficit   (659,032 )   (668,746 )
Total equity $ 238,629   $ 221,617  
             
Total liabilities and equity $ 438,557   $ 412,996  

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

    For the three-month period ended  
    March 31,     March 31,  
    2026     2025Revised (1)  
             
Revenue (Note 18) $ 67,799   $ 23,547  
             
Cost of sales (Note 19)   (24,335 )   (21,139 )
Depletion and amortization (Note 8)   (6,407 )   (5,509 )
Care and maintenance costs   (885 )   (135 )
Corporate general and administrative (Note 20)   (6,974 )   (6,497 )
Exploration costs   (1,983 )   (1,280 )
Accretion on decommissioning provision   (144 )   (160 )
Interest and financing expense   (573 )   (474 )
Foreign exchange loss (gain)   (77 )   175  
Gain (loss) on disposal of assets   (41 )   966  
Loss on metals contract liabilities (Note 9 and 10)   (12,516 )   (9,785 )
Other gain on derivatives (Note 22)   2,969     709  
Fair value loss on royalty payable (Note 14)   (108 )   (125 )
Income (loss) before income taxes   16,725     (19,707 )
Income tax recovery (expense) (Note 21)   (6,743 )   28  
Net income (loss) $ 9,982   $ (19,679 )
             
Other comprehensive income (loss)            
Items that will not be reclassified to net income (loss)            
Remeasurement of post-employment benefit obligations $ (268 ) $ (657 )
Items that may be reclassified subsequently to net income (loss)            
Foreign currency translation reserve   209     (1,523 )
Other comprehensive loss   (59 )   (2,180 )
Comprehensive income (loss) $ 9,923   $ (21,859 )
             
Income (loss) per share attributable to shareholders of the Company            
Basic   0.03     (0.08 )
Diluted   0.03     (0.08 )
             
Weighted average number of common shares            
outstanding (2)            
Basic (Note 16)   324,505,571     247,991,274  
Diluted (Note 16)   345,834,224     247,991,274  

(1)  Loss on metals contract liabilities was revised in fiscal 2025 (see Note 9 and 10).

(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 three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

                      Foreign              
    Share capital           currency              
    Common      Equity     translation           Total  
    Shares (2)     Amount     reserve       reserve     Deficit     equity  
                                     
Balance at January 1, 2026   320,419   $ 812,582   $ 64,322   $ 13,459   $ (668,746 )   221,617  
Net income for the period   -     -     -     -     9,982     9,982  
Other comprehensive income for the period   -     -     -     209     (268 )   (59 )
Non-brokered private placements (Note 15)   204     1,897     -     -     -     1,897  
Share-based payments   -     -     2,177     -     -     2,177  
Exercise of options, warrants, and other share units   6,305     6,442     (3,427 )   -     -     3,015  
Balance at March 31, 2026   326,928   $ 820,921   $ 63,072   $ 13,668   $ (659,032 ) $ 238,629  
                                     
Balance at January 1, 2025Revised (1)   237,780   $ 573,532   $ 56,521   $ 14,426   $ (582,341 )   62,138  
Net loss for the periodRevised (1)   -     -     -     -     (19,679 )   (19,679 )
Other comprehensive loss for the period   -     -     -     (1,523 )   (657 )   (2,180 )
Non-brokered private placements (Note 15)   2,870     2,996     571     -     -     3,567  
Common shares issued (Note 15)   1,162     1,378     -     -     -     1,378  
Conversion of convertible debenture (Note 11)   12,923     11,526     (484 )   -     -     11,042  
Share-based payments   -     -     3,396     -     -     3,396  
Exercise of options, warrants and deferred share units   4,902     4,619     (934 )   -     -     3,685  
Balance at March 31, 2025   259,637   $ 594,051   $ 59,070   $ 12,903   $ (602,677 ) $ 63,347  

(1)  Loss on metals contract liabilities was revised in fiscal 2025 (see Note 9 and 10).

(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 cash flows
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unaudited)

    March 31,     March 31,  
    2026     2025  
Cash flow generated from (used in)            
             
Operating activities            
Net income (loss) for the period $ 9,982   $ (19,679 )
Adjustments for the following items:            
Depletion and amortization   6,407     5,509  
Income tax expense   6,743     (28 )
Accretion on decommissioning provision   144     160  
Share-based payments   2,177     3,396  
Provision on other long-term liabilities   (7 )   17  
Interest and financing expense   503     150  
Net charges on post-employment benefit obligations   (124 )   (52 )
Inventory write-downs   295     727  
Loss (gain) on disposal of assets   41     (966 )
Loss on metals contract liabilities   12,516     9,785  
Other gain on derivatives   (2,969 )   (709 )
Fair value loss on royalty payable   108     125  
Changes in non-cash working capital items:            
Trade and other receivables   (13,038 )   (3,157 )
Inventories   (856 )   1,674  
Prepaid expenses   454     393  
Trade and other payables   (452 )   (4,376 )
Net cash generated from (used in) operating activities   21,924     (7,031 )
             
Investing activities            
Expenditures on property, plant and equipment   (22,809 )   (7,558 )
Proceeds from disposal of assets   -     997  
Net cash used in investing activities   (22,809 )   (6,561 )
             
Financing activities            
Net movements in pre-payment facility   -     500  
Repayment of credit facility   (1,800 )   -  
Lease payments   (570 )   (160 )
Non-brokered private placements, net   1,897     3,567  
Metals contract liability   (8,983 )   (3,719 )
Royalty agreement   (546 )   -  
Derivative instruments   317     -  
Proceeds from exercise of options and warrants   3,015     3,685  
Net cash generated from (used in) financing activities   (6,670 )   3,873  
             
Effect of foreign exchange rate changes on cash   201     (1,532 )
Decrease in cash and cash equivalents   (7,354 )   (11,251 )
Cash and cash equivalents, beginning of period   129,783     20,002  
Cash and cash equivalents, end of period $ 122,429   $ 8,751  
             
Interest paid during the period $ 1,553   $ 545  


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 periods ended March 31, 2026 and 2025
(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 months ended March 31, 2026 were approved and authorized for issue by the Board of Directors of the Company on May 14, 2026.

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 IFRS Accounting 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, 2025 and 2024.

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.

Going concern

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. During the three-month period ended March 31, 2026, the Company reported net income of $10.0 million, including realized and unrealized losses on metals contract liabilities of $12.5 million, reflective of current and forward metal prices, net cash used in financing activities of $6.7 million, and had outstanding current liabilities of $97.5 million.

Continuance as a going concern is dependent upon the Company's ability to achieve profitable operations, attain targeted financial results to comply with key financial covenants of its outstanding debt financings, and obtain adequate equity or debt financing as necessary. The Company complied with key financial covenants of its outstanding debt financings while certain financial covenants from December 31, 2025 to June 30, 2026 on earnings and debt ratios from the existing senior secured debt facility were waived. Since 2020 to 2025, the Company was successful in raising funds through equity offerings, debt arrangements, convertible debentures, and registered shelf prospectuses. The Company most recently completed a bought deal private placement on December 4, 2025 raising gross proceeds of $132.3 million at an issue price of $4.00 per offered share concurrent to completing the acquisition of Crescent Mine in exchange for issuance of 11,137,558 of the Company's common shares and $20 million in cash (see Note 5). While the Company 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 achieve cash flow positive production at the Cosalá Operations and Galena Complex, including the acquired Crescent Mine, allowing the Company to generate positive operating cash flows, and comply with key financial covenants are significant judgments in these interim financial statements.

As a result, several material uncertainties may cast significant doubt (or raise substantial doubt as contemplated by PCAOB Standards) on the Company's ability to continue as going concern.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(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.

3.  Changes in accounting policies and recent accounting pronouncements

Effective January 1, 2026, the Company adopted amendments to IFRS 9 and 7 - Classification and Measurement of Financial Instruments. The amendments clarify certain aspects of the classification and measurement of financial instruments, including the date of initial recognition or derecognition of financial liabilities, including financing liabilities that are settled in cash using an electronic payment system. Adoption of these amendments did not have a material impact on the Company's interim financial statements.

Certain new accounting standards and amendments have been issued by the IASB but are not mandatory for the current period and have not been early adopted. These include:

- IFRS 18 - Presentation and Disclosure in Financial Statements introduces categories and defined subtotals in the statement of loss and comprehensive loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively. This standard is currently being assessed for its impact on the Company's financial statements in the future reporting periods.

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, 2025, in addition to the significant judgments mentioned in Note 2.

5. Acquisition of Crescent Silver, LLC

On December 12, 2025, the Company completed the acquisition of Crescent Silver, LLC ("Crescent") via a purchase agreement dated November 12, 2025. The acquisition was completed by the Company acquiring all the membership interests in the capital of Crescent from Hale Capital Partners, L.P. for consideration of $20 million in cash and 11,137,558 of the Company's common shares.

The acquisition was concentrated on the identifiable asset of Crescent's mineral interests and accounted for as an asset acquisition. The Company measures and recognizes asset acquisitions that are not a business combination based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisition. The consideration paid was allocated to the fair value of identifiable assets acquired and liabilities assumed on a relative fair value basis. Included in the net assets acquired are $84.3 million in property, plant and equipment the majority of which relates to mining interests, and $2.8 million in investment in joint ventures.

The fair value of the mining interests was determined using an income approach based on discounted cash flows, and a market approach. For fair value of investment in joint ventures was determined using a replacement cost approach as majority of the joint ventures' net assets relate to property, plant and equipment.

Key assumptions used in fair values include discount rate, future production levels, future commodity prices, and a dollar per ounce silver implied multiple for the mining interests, and replacement cost for investment in joint ventures.

The following summarizes the total consideration paid and the amounts allocated to assets acquired and liabilities assumed:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

Consideration      
Cash consideration $ 20,000  
Common share consideration      
    Number of common shares   11,137,558  
    Common share price, December 12, 2025   5.78  
    64,387  
Acquisition related transaction costs   3,047  
Total consideration $ 87,434  
       
Allocation of consideration      
Cash and cash equivalents $ 295  
Trade and other receivables   76  
Inventories   175  
Property, plant and equipment   84,337  
Investment in joint ventures   2,843  
Trade and other payables   (292 )
Net assets acquired $ 87,434  

Investment in joint ventures acquired includes a 34.8% interest of a fully permitted floatation mill recognized initially at fair value with the carrying amount adjusted subsequently to recognize future profits or losses under the equity method of accounting.

6. Trade and other receivables

    March 31,     December 31,  
    2026     2025  
             
Trade receivables $ 19,474   $ 5,197  
Value added taxes receivable   38     394  
Other receivables   2,382     3,265  
  $ 21,894   $ 8,856  

7.  Inventories

    March 31,     December 31,  
    2026     2025  
             
Concentrates $ 2,047   $ 635  
Ore stockpiles   5,844     3,582  
Spare parts and supplies   6,386     6,451  
  $ 14,277   $ 10,668  

The amount of inventories recognized in cost of sales was $24.3 million during the three-month period ended March 31, 2026 (2025: $21.1 million), including concentrates, and ore stockpiles write-down to net realizable value of $0.3 million during the three-month period ended March 31, 2026 (2025: $0.7 million).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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, 2025 $ 239,625   $ 12,469   $ 133,022   $ 12,474   $ 237   $ 397,827  
Asset additions   111,652     -     19,202     2,933     308     134,095  
Asset disposals   -     -     -     (31 )   -     (31 )
Change in decommissioning provision   (1,014 )   -     -     -     -     (1,014 )
Balance at December 31, 2025   350,263     12,469     152,224     15,376     545     530,877  
Asset additions   13,339     -     9,422     1,202     7     23,970  
Change in decommissioning provision   (256 )   -     -     -     -     (256 )
Reclassification   (3,048 )   -     -     -     -     (3,048 )
Balance at March 31, 2026 $ 360,298   $ 12,469   $ 161,646   $ 16,578   $ 552   $ 551,543  
                                     
Accumulated depreciation                                    
  and depletion                                    
Balance at January 1, 2025 $ (146,646 ) $ -   $ (94,055 ) $ (9,501 ) $ (226 ) $ (250,428 )
Depreciation/depletion for the year   (11,233 )   -     (7,741 )   (2,249 )   (11 )   (21,234 )
Impairment for the year   -     -     (10,400 )   -     -     (10,400 )
Balance at December 31, 2025   (157,879 )   -     (112,196 )   (11,750 )   (237 )   (282,062 )
Depreciation/depletion for the period   (3,387 )   -     (2,272 )   (748 )   -     (6,407 )
Balance at March 31, 2026 $ (161,266 ) $ -   $ (114,468 ) $ (12,498 ) $ (237 ) $ (288,469 )
                                     
Carrying value                                    
  at December 31, 2025 $ 192,384   $ 12,469   $ 40,028   $ 3,626   $ 308   $ 248,815  
  at March 31, 2026 $ 199,032   $ 12,469   $ 47,178   $ 4,080   $ 315   $ 263,074  

Effective January 1, 2026, the Zone 120 and El Cajón silver-copper project ("EC120") from the Cosalá Operations declared commercial production as the mineral interests are available for its intended use on a commercial scale as defined by management. As a result, the Company transferred from mineral interests $3.0 million in net book value to inventories.

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. An impairment of a hoist at the Galena Complex was identified during the year ended December 31, 2025 where carrying value of $10.4 million was recognized as an impairment loss to plant and equipment. No impairment or impairment reversal were identified for the three-month period ended March 31, 2026 for each of the Company's cash-generating units, including non-producing properties and properties placed under care and maintenance.

Right-of-use lease assets consist of long-term commitments on mining equipment and office space leases.

The carrying amounts of mineral interests and plant and equipment from the Relief Canyon Mine are approximately $15.9 million and $3.9 million, respectively, as at March 31, 2026 (December 31, 2025: $16.0 million and $4.4 million, respectively).

The Company completed the acquisition of the San Felipe property located in Sonora, Mexico on October 8, 2020. As at March 31, 2026, the carrying amount of this property was $12.5 million included in non-producing properties.

9.  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"), acquired by Royal Gold Inc. in October 2025, 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.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 discounted using a credit adjusted risk rate of 10.0% (December 31, 2025: 10.1%):

    Three-month     Year  
    period ended     ended  
    March 31,     December 31,  
    2026     2025  
             
Net metals liability, beginning of periodRevised(1) $ 41,026   $ 35,804  
Delivery of metals purchased   (5,682 )   (18,233 )
Revaluation of metals liability   5,224     23,455  
Net metals liability, end of period $ 40,568   $ 41,026  
             
Current portion $ 23,801   $ 21,308  
Non-current portion   16,767     19,718  
  $ 40,568   $ 41,026  

(1) Prior to fiscal 2025, the Company used a risk-free rate rather than a credit adjusted risk-free rate in determining the fair value of the net metals liability. Approximately $0.5 million in loss on metals contract liabilities was revised during the three-month period ended March 31, 2025.

10.  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 will be used to offset the metals contract liability commencing with the initial monthly delivery 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 $7.2 million loss to fair value on metals contract liability due to changes in forward commodity pricing curves was recorded during the three-month period ended March 31, 2026 (2025: $2.2 million).

The following table summarizes the continuity of the Company's net silver contract liability during the period discounted using a credit adjusted risk rate of 10.0% (December 31, 2025: 10.1%):


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    Three-month     Year  
    period ended     ended  
    March 31,     December 31,  
    2026     2025  
             
Net silver liability, beginning of periodRevised(1)   37,521   $ 14,568  
Delivery of metals purchased   (3,301 )   -  
Revaluation of metals liability   7,220     22,953  
Net silver liability, end of period $ 41,440   $ 37,521  
             
Current portion $ 16,235   $ 13,325  
Non-current portion   25,205     24,196  
  $ 41,440   $ 37,521  

(1) Prior to fiscal 2025, the Company used a risk-free rate rather than a credit adjusted risk-free rate in determining the fair value of the net silver liability. Approximately $0.3 million in loss on metals contract liabilities was revised during the three-month period ended March 31, 2025.

11.  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 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 and recognized a gain of $0.7 million for year ended December 31, 2025 as a result of the change in the estimated fair value of the Convertible Debenture's combined redemption option and retraction option.

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 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. The Company complied with key financial covenants on liquidity and earnings ratio during fiscal 2026 and 2025. There are no indications that the Company may have difficulties complying with key financial covenants when it will be next tested as at June 30, 2026 interim reporting date.

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.

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 which started 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. The Company complied with key financial covenants during fiscal 2026 and 2025 while certain other financial covenants on earnings and debt ratios from December 31, 2025 to June 30, 2026 were waived by SAF subject to maintaining a minimum consolidated cash balance of $75.0 million during each period. There are no indications that the Company may have difficulties complying with the minimum cash balance covenant when it will be next tested as at June 30, 2026 interim reporting date.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 $1.8 million for the three-month period ended March 31, 2026 of which $0.3 million was considered borrowing costs and capitalized as property, plant and equipment.

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 being 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.

15.  Share capital

During the three-month period ended March 31, 2026, the Company closed non-brokered private placements for total gross proceeds of $1.9 million through total issuance of 204,082 of the Company's common shares priced at approximately $12.73 CAD per share.

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.

On December 12, 2025, the Company completed the acquisition of Crescent in exchange for issuance of 11,137,558 of the Company's common shares and $20 million in cash (see Note 5). The Company also completed a concurrent bought deal private placement on December 4, 2025 raising gross proceeds of $132.3 million at an issue price of $5.54 CAD per offered share resulting from total issuance of 33,062,500 of the Company's common shares.

During the year ended December 31, 2025, the Company settled $3.0 million of transaction-related payables from the 2024 acquisition of non-controlling interests 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 periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

During the year ended December 31, 2025, the Company closed non-brokered private placements for total gross proceeds of $20.5 million through total issuance of 11,664,016 of the Company's common shares priced at approximately $2.45 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.

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:

          Three-month           Year  
          period ended           ended  
          March 31,           December 31,  
          2026           2025  
          Weighted           Weighted  
          average           average  
          exercise           exercise  
    Number     price     Number     price  
    (thousands)     CAD     (thousands)     CAD  
                         
Balance, beginning of period   7,762   $ 1.33     8,044   $ 1.67  
Granted   -     -     3,940     1.41  
Exercised   (372 )   1.07     (2,631 )   1.72  
Expired   -     -     (1,591 )   2.61  
Balance, end of period   7,390   $ 1.34     7,762   $ 1.33  

The following table summarizes information on stock options outstanding and exercisable as at March 31, 2026:

    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   0.74     777   $ 0.78     777   $ 0.78  
$1.01 to $2.00   2.83     6,443     1.38     2,860     1.38  
$2.01 to $3.00   2.61     130     2.29     50     2.25  
$3.01 to $4.00   4.39     40     3.43     -     -  
          7,390   $ 1.34     3,687   $ 1.26  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

c.  Share-based payments

The weighted average fair value at grant date of the Company's stock options granted during the three-month period ended March 31, 2026 was nil (2025: $0.58).

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

    Three-month     Three-month  
    period ended     period ended  
    March 31,     March 31,  
    2026     2025  
             
Expected stock price volatility (1)   -     70%  
Risk free interest rate   -     2.94%  
Expected life   -     5 years  
Expected forfeiture rate   -     3.20%  
Expected dividend yield   -     0%  
             
Share-based payments included in cost of sales $ -   $ -  
Share-based payments included in general and administrative expenses   231     512  
Total share-based payments $ 231   $ 512  

(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 March 31, 2026 are as follows:

Number of   Exercise     Issuance     Expiry  
warrants   price (CAD)     date     date  
                                        400,000   1.38     Jun 2023     Jun 21, 2026  
                                    3,042,800   1.00     Mar 2024     Mar 27, 2027  
                                        600,000   1.05     Aug 2024     Aug 14, 2027  
                                      1,044,000   2.50     Mar 2025     Mar 31, 2028  
                                    5,086,800                  

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. 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 March 31, 2026 and December 31, 2025 nil cash-settled restricted share units are outstanding.

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 March 31, 2026, 7,376,603 (December 31, 2025: 9,469,438) share-settled restricted share units are outstanding which are included in equity reserve in the consolidated statement of financial position.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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  

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 March 31, 2026, 2,636,220 (December 31, 2025: 3,213,599) deferred share units are issued and outstanding.

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

    Three-month     Three-month  
    period ended     period ended  
    March 31,     March 31,  
    2026     2025  
             
Basic weighted average number of shares   324,505,571     247,991,274  
Effect of dilutive equity instruments   21,328,653     -  
Diluted weighted average number of shares   345,834,224     247,991,274  

Diluted weighted average number of common shares for the three-month period ended March 31, 2026 excludes nil anti-dilutive preferred shares (2025: nil), nil anti-dilutive stock options (2025: 10,116,666) and nil anti-dilutive warrants (2025: 10,657,640).


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

17. Establishment of joint venture with United States Antimony Corporation

On February 10 2026, the Company signed a joint venture agreement with United States Antimony Corporation ("US Antimony") to construct and operate an antimony processing facility in Idaho's Silver Valley. The joint venture is 51% owned by the Company and is intended to provide a mine-to-finished antimony production solution to secure the supply chain for this critical mineral within the United States. The Company will contribute the land for the site and will sell antimony feed material mined from the Galena Complex to the joint venture on market terms. US Antimony will contribute its knowledge and technical expertise in constructing and operating antimony processing facilities and will provide the joint venture with access to its extensive antimony marketing network including the United States Government.

18.  Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month periods ended March 31, 2026 and 2025:

    Three-month     Three-month  
    period ended     period ended  
    March 31,     March 31,  
    2026     2025  
             
Silver            
Sales revenue $ 67,968   $ 12,623  
Derivative pricing adjustments   (388 )   985  
    67,580     13,608  
Copper            
Sales revenue $ 6,377   $ -  
Derivative pricing adjustments   243     -  
    6,620     -  
Lead            
Sales revenue $ 1,612   $ 3,412  
Derivative pricing adjustments   (114 )   (56 )
    1,498     3,356  
Zinc            
Sales revenue $ -   $ 9,501  
Derivative pricing adjustments   -     80  
    -     9,581  
Antimony            
Sales revenue $ 1,339   $ -  
Derivative pricing adjustments   9     -  
    1,348     -  
Other by-products            
Sales revenue $ 2,419   $ 253  
Derivative pricing adjustments   (25 )   53  
    2,394     306  
             
Total sales revenue $ 79,715   $ 25,789  
Total derivative pricing adjustments   (275 )   1,062  
Gross revenue $ 79,440   $ 26,851  
Proceeds before intended use   -     2,321  
Service revenue   296     -  
Treatment and selling costs   (11,937 )   (5,625 )
  $ 67,799   $ 23,547  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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). Treatment and selling costs include smelting payable deductions subtracted from gross sales revenue of concentrates.

Effective January 1, 2026, EC120 from the Cosalá Operations declared commercial production as the mineral interests are available for its intended use on a commercial scale as defined by management. As a result, the Company has recognized net revenues on sale of silver-copper concentrate within total sales revenue. Proceeds before intended use for the three months ended March 31, 2025 represents revenue earned from EC120 prior to declaration of commercial production.

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 periods ended March 31, 2026 and 2025:

    Three-month     Three-month  
    period ended     period ended  
    March 31,     March 31,  
    2026     2025  
             
Salaries and employee benefits $ 8,538   $ 7,383  
Raw materials and consumables   8,370     7,090  
Utilities   1,063     1,038  
Transportation costs   507     1,068  
Contract services and other costs   6,156     734  
Costs before intended use   -     1,425  
Service costs   262     -  
Changes in inventories   (856 )   1,674  
Inventory write-downs (Note 7)   295     727  
  $ 24,335   $ 21,139  

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 periods ended March 31, 2026 and 2025:

    Three-month     Three-month  
    period ended     period ended  
    March 31,     March 31,  
    2026     2025  
             
Salaries and employee benefits $ 2,015   $ 1,148  
Directors' fees   400     1,881  
Share-based payments   1,732     1,676  
Professional fees   1,820     976  
Office and general   1,007     816  
  $ 6,974   $ 6,497  


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 three-month period ended March 31, 2026 was 26.5%, in addition to mining royalty rate of approximately 8.5% and 3% applicable to the Cosalá Operations and Galena Complex, respectively.

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

    March 31,     December 31,  
    2026     2025  
             
Property, plant and equipment $ 130   $ 130  
Other   480     400  
Total deferred tax liabilities   610     530  
Provisions and reserves   (515 )   (517 )
Net deferred tax liabilities $ 95   $ 13  

The inventory write-downs and impairments described in Note 7 and 8 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, trade and other receivables, and derivative instruments. The credit risk on cash and cash equivalents is limited because the Company invests its cash in deposits with well-capitalized financial institutions with strong credit ratings in Canada and the United States. Under current concentrate offtake agreements, risk on trade receivables related to concentrate sales is managed by receiving payments for 85% to 100% of the estimated value of the concentrate within one month following the time of shipment. Derivative instruments are held by a multinational investment banking and financial services group.

As of March 31, 2026, the Company's exposure to credit risk with respect to trade receivables amounts to $19.5 million (December 31, 2025: $5.2 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 March 31, 2026 and December 31, 2025.

(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:


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    March 31, 2026  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 45,752   $ 45,752   $ -   $ -   $ -  
Credit facility   5,800     5,800     -     -     -  
Interest on credit facility   200     200     -     -     -  
Term loan facility   53,191     3,191     20,745     29,255     -  
Interest and fees on term loan facility   18,297     5,723     9,409     3,165     -  
Royalty payable   2,315     2,315     -     -     -  
Metals contract liability   40,568     23,801     16,767     -     -  
Silver contract liability   41,440     16,235     25,205     -     -  
Other long-term liabilities   2,184     -     1,401     229     554  
  $ 209,747   $ 103,017   $ 73,527   $ 32,649   $ 554  

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

    March 31, 2026  
          Less than                 Over 5  
    Total     1 year     2-3 years     4-5 years     years  
                               
Trade and other payables $ 2,812   $ 2,812   $ -   $ -   $ -  
Other long-term liabilities   1,630     -     1,401     229     -  
  $ 4,442   $ 2,812   $ 1,401   $ 229   $ -  

The following table summarizes the continuity of the Company's total lease liabilities discounted using an incremental borrowing rate ranging from 6% to 11% applied during the period:

    Three-month     Year  
    period ended     ended  
    March 31,     December 31,  
    2026     2025  
             
Lease liabilities, beginning of period $ 3,516   $ 1,655  
Additions   1,202     2,922  
Lease principal payments   (498 )   (1,021 )
Lease interest payments   (72 )   (229 )
Accretion on lease liabilities   72     189  
Lease liabilities, end of period $ 4,220   $ 3,516  

(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 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.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

(2) Currency risk

As at March 31, 2026, 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 income or other comprehensive income due to currency fluctuations include CAD and MXN denominated assets and liabilities which are included in the following table:

    As at March 31, 2026  
    CAD     MXN  
             
Cash and cash equivalents $ 737   $ 925  
Trade and other receivables   1,229     873  
Trade and other payables   3,260     17,446  

As at March 31, 2026, the CAD/USD and MXN/USD exchange rates were 1.39 and 18.07, respectively. The sensitivity of the Company's net income and other comprehensive income due to changes in the exchange rates for the three-month period ended March 31, 2026 is included in the following table:

    CAD/USD     MXN/USD  
    Exchange rate     Exchange rate  
    +/- 10%     +/- 10%  
             
Approximate impact on:            
Net income $ 728   $ 1,943  
Other comprehensive income   8     (29 )

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, 2026 and December 31, 2025, the Company does not have any non-hedge foreign exchange forward contracts outstanding. During the three-month periods ended March 31, 2026 and 2025, 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 March 31, 2026, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, copper, lead, zinc, and gold prices would affect trade receivables by approximately $1.9 million (December 31, 2025: $0.5 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 $4.0 million and $4.1 million, respectively (December 31, 2025: $4.1 million and $3.8 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:

  • Silver put options for 60,000 ounces per month from July 2025 to June 2026 at a strike price of $29 per ounce valued at total cost of $0.3 million at inception.
  • Gold forward options to buy 1,275 ounces every three months from September 2025 to June 2026 at prices between $3,375 and $3,541 per ounce.
  • Gold call options to buy 1,259 to 1,275 ounces every three months from September 2026 to December 2027 at a strike price of $3,500 per ounce valued at total cost of $3.4 million at inception.

Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)
  • Zinc forward options to sell approximately 200,000 pounds per month from August 2025 to December 2025 at $1.27 per pound.
  • Lead forward options to sell approximately 500,000 pounds per month from August 2025 to January 2026 at $0.91 per pound.
  • Copper forward options to sell approximately 100,000 to 250,000 pounds per month from August 2025 to July 2026 at $4.39 per pound.

The Company recognized a $0.4 million gain from settled non-hedge contracts and a $2.5 million gain from unsettled non-hedge contracts during the three-month period ended March 31, 2026. At March 31, 2026, the unsettled non-hedged contracts resulted in a net asset of derivative instruments valued at $7.2 million (December 31, 2025: $4.8 million).

Net amount of gain or loss on derivative instruments from non-hedge commodity contracts recognized through profit or loss during the three-month period ended March 31, 2026 was $3.0 million (2025: 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 three-month period ended March 31, 2026 was $3.0 million (2025: gain of $0.7 million).

b.  Fair values

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

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

  • Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets.
  • Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.
  • Metals contract liabilities: Fixed and variable deliveries of precious metals are classified and measured as financial liabilities at fair value through profit or loss determined using forward commodity pricing curves at end of the reporting period.
  • Credit and term loan facilities, convertible debenture, and promissory notes: The principal portion of credit, and term loan facilities, convertible debenture, and promissory notes are initially measured at fair value and subsequently carried at amortized cost.
  • Royalty payable: The financial liability is measured at fair value through profit or loss determined using discounted cash flows of expected future royalty payments at end of the reporting period.
  • Embedded derivatives: Revenues from the sale of metals produced from silver sales contracts since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.
  • Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company's derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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

  • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.
  • Level 3 inputs are unobservable (supported by little or no market activity).

    March 31,     December 31,  
    2026     2025  
             
Level 2            
  Trade and other receivables $ 21,894   $ 8,856  
  Derivative instruments - assets   7,200     4,773  
             
Level 3            
  Metals contract liability   40,568     41,026  
  Silver contract liability   41,440     37,521  
  Royalty payable   2,315     2,753  
             
Amortized cost            
  Cash and cash equivalents   122,429     129,783  
  Restricted cash   4,752     4,716  
  Credit facility   5,704     7,440  
  Term loan facility   48,707     48,230  

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 periods ended March 31, 2026 and 2025 were earned in Mexico and the United States. The following segmented information is presented as at March 31, 2026 and December 31, 2025, and for the three-month periods ended March 31, 2026 and 2025. 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 periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

    As at March 31, 2026     As at December 31, 2025  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Cash and cash equivalents $ 5,576   $ 4,051   $ 70   $ 112,732   $ 122,429   $ 7,029   $ 1,990   $ 204   $ 120,560   $ 129,783  
Trade and other receivables   5,839     14,825     -     1,230     21,894     6,513     1,370     -     973     8,856  
Inventories   10,646     3,528     103     -     14,277     8,052     2,513     103     -     10,668  
Prepaid expenses   487     640     417     544     2,088     734     1,043     235     530     2,542  
Derivative instruments   -     -     -     7,200     7,200     -     -     -     4,773     4,773  
Restricted cash   152     53     4,547     -     4,752     153     53     4,510     -     4,716  
Investment in Joint Ventures   -     2,843     -     -     2,843     -     2,843     -     -     2,843  
Property, plant and equipment   58,204     183,714     19,866     1,290     263,074     61,449     165,587     20,420     1,359     248,815  
Total assets $ 80,904   $ 209,654   $ 25,003   $ 122,996   $ 438,557   $ 83,930   $ 175,399   $ 25,472   $ 128,195   $ 412,996  
                                                             
Trade and other payables $ 18,635   $ 18,044   $ 4,555   $ 4,518   $ 45,752   $ 14,289   $ 9,450   $ 3,894   $ 11,186   $ 38,819  
Credit facility   5,704     -     -     -     5,704     7,440     -     -     -     7,440  
Term loan facility   -     -     -     48,707     48,707     -     -     -     48,230     48,230  
Other long-term liabilities   531     839     -     814     2,184     673     884     -     889     2,446  
Metals contract liability   -     -     -     40,568     40,568     -     -     -     41,026     41,026  
Silver contract liability   -     -     -     41,440     41,440     -     -     -     37,521     37,521  
Royalty payable   -     -     -     2,315     2,315     -     -     -     2,753     2,753  
Post-employment benefit obligations   -     2,275     -     -     2,275     -     2,131     -     -     2,131  
Decommissioning provision   2,692     4,137     4,059     -     10,888     2,770     4,173     4,057     -     11,000  
Deferred tax liabilities   95     -     -     -     95     13     -     -     -     13  
Total liabilities $ 27,657   $ 25,295   $ 8,614   $ 138,362   $ 199,928   $ 25,185   $ 16,638   $ 7,951   $ 141,605   $ 191,379  

    Three-month period ended March 31, 2026     Three-month period ended March 31, 2025  
    Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total     Cosalá
Operations
    Galena
Complex
    Relief
Canyon
    Corporate
and Other
    Total  
                                                             
Revenue $ 32,448   $ 35,351   $ -   $ -   $ 67,799   $ 11,816   $ 11,731   $ -   $ -   $ 23,547  
Cost of sales   (11,986 )   (12,349 )   -     -     (24,335 )   (10,991 )   (10,148 )   -     -     (21,139 )
Depletion and amortization   (3,483 )   (2,342 )   (514 )   (68 )   (6,407 )   (1,594 )   (3,008 )   (854 )   (53 )   (5,509 )
Care and maintenance costs   -     (127 )   (758 )   -     (885 )   -     (114 )   (21 )   -     (135 )
Corporate general and administrative   -     -     -     (6,974 )   (6,974 )   -     -     -     (6,497 )   (6,497 )
Exploration costs   (888 )   (1,071 )   (24 )   -     (1,983 )   (820 )   (429 )   (31 )   -     (1,280 )
Accretion on decommissioning provision   (57 )   (45 )   (42 )   -     (144 )   (55 )   (60 )   (45 )   -     (160 )
Interest and financing income (expense)   (253 )   (50 )   40     (310 )   (573 )   (70 )   (112 )   43     (335 )   (474 )
Foreign exchange gain (loss)   150     (4 )   -     (223 )   (77 )   155     -     -     20     175  
Gain (loss) on disposal of assets   -     (41 )   -     -     (41 )   -     -     966     -     966  
Loss on metals contract liability   -     -     -     (12,516 )   (12,516 )   -     -     -     (9,785 )   (9,785 )
Other gain on derivatives   -     -     -     2,969     2,969     -     -     -     709     709  
Fair value loss on royalty payable   -     -     -     (108 )   (108 )   -     -     -     (125 )   (125 )
Income (loss) before income taxes   15,931     19,322     (1,298 )   (17,230 )   16,725     (1,559 )   (2,140 )   58     (16,066 )   (19,707 )
Income tax recovery (expense)   (6,554 )   (189 )   -     -     (6,743 )   28     -     -     -     28  
Net income (loss) for the period $ 9,377   $ 19,133   $ (1,298 ) $ (17,230 ) $ 9,982   $ (1,531 ) $ (2,140 ) $ 58   $ (16,066 ) $ (19,679 )

c.  Major customers

For the three-month period ended March 31, 2026, the Company sold concentrates and finished goods to two major customers accounting for 100% of consolidated revenue with 48% from Cosalá Operations and 52% from Galena Complex (2025: two major customers accounting for 90% of consolidated revenue with 40% from Cosalá Operations and 50% 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.


Americas Gold and Silver Corporation
Notes to the condensed interim consolidated financial statements
For the three-month periods ended March 31, 2026 and 2025
(In thousands of U.S. dollars, unless otherwise stated, unaudited)

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 $10.9 million (MXN 196.8 million), of which $4.7 million (MXN 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $5.2 million (MXN 94.6 million) of their original reassessment. The remaining $5.7 million (MXN 102.2 million) consists of $4.7 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 $4.7 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 March 31, 2026, the accrued liability of the probable obligation from the ongoing appeal was $1.1 million (December 31, 2025: $1.1 million).