EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Americas Gold and Silver Corporation: Exhibit 99.2 - Filed by newsfilecorp.com

 

 

 
 
AMERICAS GOLD AND SILVER CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
DATED MAY 14, 2026
 
 

 

 

 

 

 


Americas Gold and Silver Corporation

Management's Discussion and Analysis

Table of Contents

Forward-Looking Statements 1
Management's Discussion and Analysis 3
Overview 3
Recent Developments and Operational Discussion 5
Results of Operations 11
Summary of Quarterly Results 12
Liquidity 12
Capital Resources 15
Off-Balance Sheet Arrangements 15
Transactions with Related Parties 15
Risk Factors 16
Accounting Standards and Pronouncements 16
Financial Instruments 17
Capital Structure 17
Controls and Procedures 17
Technical Information 19
Non-GAAP and Other Financial Measures 20

Unless otherwise indicated, in this Management's Discussion and Analysis all references to "dollar" or the use of the symbol "$" are to the United States of America dollar and all references to "C$" are to the Canadian dollar. Additionally, percentage changes in this Management's Discussion and Analysis are based on dollar amounts before rounding.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Forward-Looking Statements

Statements contained in this Management’s Discussion and Analysis (“MD&A”) may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). Often, but not always, forward-looking statements can be identified by forward-looking words such as "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions. Specific forward-looking statements in this MD&A include, but are not limited to: estimated and targeted production rates and results for silver and other metals at the Galena Complex, including the Crescent mine, and Cosalá Operations; statements relating to the Company’s positioning as a silver-focused producer and the precious metals markets; the expected timing and completion of required development and the expected operational and production results therefrom; the Company’s technical review and optimization work at the Galena Complex and related operational improvements, production potential and production efficiencies at the Galena Complex, including the expected production levels and anticipated improvements through production growth and operational efficiency; the Company’s second phase test work confirming the potential to extract over 99% of antimony from test copper flotation concentrate and the Company’s role in the U.S. domestic supply of critical minerals following signed joint venture agreement with United States Antimony; estimates of, and realizations on, mineral reserves and resources; expected prices of silver and other metals and related expectations relating to the Company's revenue derived from the sale of such metals; anticipated costs, expenses and capital expenditures; opportunities relating to the optimization of concentrate sales by enhancing by-product recovery and the timing and results of its metallurgical sampling program to identify by-product revenue optimization opportunities and the anticipated improvements therefrom; initial results and expectations arising out of the Company’s exploration and drilling programs at the Galena Complex; the Company’s ability to continue as a going concern; the Company’s liquidity position and ability to fund expected operations at prevailing commodity prices and requirement for additional financing, including potential additional debt financing opportunities and existing debt restructuring; and expectations regarding the Company’s ability to rely on existing infrastructure, facilities and equipment; and expectations regarding the timing and frequency of the Company’s review of the pension valuation.

Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which are beyond the Company's control) that could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A include, but are not limited to risks relating to: interpretations or reinterpretations of geologic information; results of exploration and production activities; inability or delay in obtaining permits required for future exploration, development or production; mineral reserves and mineral resources and related interpretations, development and production and the Company's ability to sustain or increase present production; general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; potential litigation; fluctuating mineral and commodity prices; any hedging activities of the Company; the ability to obtain necessary future financing on acceptable terms or at all; the ability to operate the Company's projects; operational matters and hazards inherent in the mining industry; competition in the mining industry; non-compliance with exchange listing standards; cybersecurity; government regulation of mining operations; cyclical aspects of the Company's business; changing global economic conditions and market volatility, including volatility in financial markets, adverse changes in currencies, trade policies and inflation; geopolitical instability, political unrest, tariffs or trade restrictions, war, and other global conflicts; ground conditions; government regulation and environmental compliance, property claims, title, surface rights and access; tailing risks; mining and exploration activities and future mining operations; risks relating to negative operating cash flows; risks relating to the possibility that the Company's working capital requirements may be higher than anticipated and/or its revenue may be lower than anticipated over relevant periods; illegal blockades and other factors limiting mine access or regular operations without interruption; labour relations, disputes and/or disruptions, employee recruitment and retention and pension funding and valuation; failure of plant, equipment, processes and transportation services to operate as anticipated; the US election and expectations related to and actions taken by the current administration; recession expectations;  environmental compliance, climate change and government regulation thereof; variations in ore grade or recovery rates; capital and construction expenditures; certain of the Company's material properties are located in Mexico and are subject to changes in political and economic conditions and regulations in that country; risks associated with foreign operations; risks related to the Company's relationship with the communities where it operates; risks related to actions by certain non-governmental organizations; substantially all of the Company's assets are located outside of Canada, which could impact the enforcement of civil liabilities obtained in Canadian and U.S. courts; currency fluctuations that may adversely affect the financial condition of the Company; litigation risks; acquisitions and integrations; joint ventures; the Company may need additional capital in the future and may be unable to obtain it or to obtain it on favourable terms; risks associated with the Company's outstanding debt and its ability to make scheduled payments of interest and principal thereon; and reclamation activities and other factors described in this MD&A and the Company's most recently filed Annual Information Form ("AIF") under the heading "Risk Factors".  The list above is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on the forward-looking statements.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Forward-looking statements contained in this MD&A are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the related assumptions may change. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Some of the important risks and uncertainties that could affect forward-looking statements are described further in this MD&A. The Company cannot guarantee future results, levels of activity, performance or achievements, should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, the actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, even if new information becomes available, as a result of future events or for any other reason, except to the extent required by applicable securities laws.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Management's Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Gold and Silver Corporation (the “Company”, “Americas”, or “Americas Gold and Silver”) constitutes management’s review of the Company’s financial and operating performance for the three months ended March 31, 2026, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated May 14, 2026 and should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and the notes thereto for the three months ended March 31, 2026 and 2025. The unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 are prepared in accordance with International Accounting Standards ("IAS") 34 under IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company including the Company's most recent Annual Information Form are available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company's website at www.americas-gold.com. The content of the Company's website and information accessible through the website do not form part of this MD&A.

In this report, the management of the Company presents operating highlights for the three months ended March 31, 2026 ("Q1-2026") compared to the three months ended March 31, 2025 ("Q1-2025") as well as comments on plans for the future.

The Company has included certain non-GAAP and other financial measures together with measures determined in accordance with IFRS. The Company believes these measures provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar non-GAAP and other financial performance employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Reconciliations and descriptions can be found under “Non-GAAP and Other Financial Measures”.

The Company filed articles of amendment, effective August 21, 2025, to complete an approved share consolidation of the Company’s issued and outstanding common shares on the basis of two and a half (2.5) pre-consolidated common shares for one (1) post-consolidated common share. The share consolidation affects all issued and outstanding common shares, options, warrants, restricted share units, performance share units, and deferred share units. All information prior to August 21, 2025 relating to issued and outstanding common shares, options, warrants, restricted share units, performance share units, deferred share units, and related per share amounts in this MD&A have been adjusted retrospectively to reflect the share consolidation.

This MD&A contains statements about the Company's future or expected financial condition, results of operations and business. See "Forward-Looking Statements" above for more information on forward-looking statements.

Overview

The Company is a silver-focused producer with two operations in the world's leading silver mining regions: the Galena Complex in Idaho, USA, including the acquisition of the neighbouring Crescent mine, and the Cosalá Operations in Sinaloa, Mexico. The Company also owns the Relief Canyon gold mine ("Relief Canyon") which is currently on care and maintenance in Nevada, USA.

In Idaho, USA, the Company operates the 100%-owned producing Galena Complex whose primary assets are the operating Galena mine, the recently acquired Crescent mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of lead, copper, and antimony over a production history of more than sixty years. The Company is currently implementing a new strategy at Galena aimed at increasing production and lowering operating costs following the recapitalization in December 2024 and the Crescent mine acquisition. The Company also signed a joint venture agreement in February 2026 with United States Antimony to construct and operate an antimony processing facility in Idaho’s Silver Valley.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

In Sinaloa, Mexico, the Company operates the 100%-owned Cosalá Operations, which includes the 100%-owned Zone 120 and the El Cajón silver-copper mines ("EC120")and the San Rafael silver-zinc-lead mine ("San Rafael"), after declaring commercial production in January 2026 and December 2017, respectively. Prior to that time, it operated the Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known precious metals and polymetallic deposits, past-producing mines, and development projects. These properties are located in close proximity to the Los Braceros processing plant. The Company also owns a 100% interest in the San Felipe development project in Sonora, Mexico.

In Nevada, USA, the Company has the 100%-owned, Relief Canyon gold mine located in Pershing County, which is currently on care and maintenance. Operations were suspended in August 2021 in order to resolve technical challenges related to the metallurgical characteristics of the deposit; leaching and heap rinsing operations were discontinued in Q4-2023. The landholdings at Relief Canyon and the surrounding area cover over 6,160 hectares.

The Company's management and Board of Directors (the "Board") are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally. The Company's registered office is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8, with offices in Reno, Nevada, Mazatlán, Mexico and Wallace, Idaho. The Company is a reporting issuer in each of the provinces of Canada and is listed on the TSX trading under the symbol "USA" and on the NYSE American trading under the symbol "USAS".

Information contained on the Company's website is not incorporated by reference herein and should not be considered part of this MD&A.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Recent Developments and Operational Discussion

Q1-2026 Highlights

  • Record quarterly silver production and sales as the impact of operational improvements and efficiencies continued at the Galena Complex in Idaho while the Cosalá Operations declared commercial production of the high-grade EC120.
    • Consolidated silver production of approximately 787,000 ounces was realized during the quarter (a 76% increase compared to Q1-2025), or approximately 909,000 silver equivalent1 ounces, including 1.9 million pounds of lead, 1.0 million pounds of copper, and 137,000 pounds of antimony.
    • The Galena Complex produced approximately 425,000 ounces of silver (a 35% increase compared to Q1-2025) due to increased tonnage during the period.
    • Silver production at the Cosalá Operations increased by 173% to approximately 362,000 ounces of silver in Q1-2026.
  • Significant safety milestones achieved by both the Galena Complex and Cosalá operating teams reaching one full year without a single lost time accident on March 11, 2026, and April 14, 2026, respectively.
  • Increase in consolidated revenue due to higher silver production and higher realized prices. Consolidated revenue, including by-product revenue, increased to $67.8 million for Q1-2026 or 187% compared to $23.5 million for Q1-2025, despite lower zinc and lead production. 
    • During the quarter the Company declared commercial production of EC120 at the Cosalá Operations which has predominantly higher-grade silver and copper compared to the silver-zinc-lead San Rafael mine.
  • Signed joint venture agreement in February 2026 with United States 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.
  • Released consolidated 2026 production and cost guidance of 3.2 to 3.6 million ounces of silver at an average all-in sustaining costs1 per ounce sold (“AISC”) of $30 to $35. Consolidated total capital expenditures are targeted to be between $90 to $120 million (including $30 to $40 million at the Crescent mine), and consolidated exploration capital is targeted to be between $15 to $20 million.
  • Cash and cash equivalents balance of $122.4 million and working capital1 of $66.8 million as at March 31, 2026.
  • Cost of sales per silver equivalent ounce sold1, cash costs1 and all-in sustaining costs1 per silver ounce sold averaged $25.42, $23.57 and $34.12, respectively, in Q1-2026.
  • Net income of $10.0 million for Q1-2026 (net loss of $19.7 million for Q1-2025) primarily attributable to higher net revenue, and higher gain on derivatives, offset in part by higher cost of sales, impact of higher forward gold and silver prices on the Company’s metals contract liabilities, and higher income tax expense.
  • Adjusted earnings1 for Q1-2026 was $19.9 million (adjusted loss for Q1-2025 was $11.5 million) and Adjusted EBITDA1 for Q1-2026 was $33.6 million (adjusted EBITDA loss for Q1-2025 was $5.5 million) primarily due to higher net revenue from increased silver production and realized prices during the period.

Metal Prices

Precious metals prices initially increased and then stabilized during Q1-2026 as investors adjusted capital flows and allocations in response to structural silver supply deficits, increasing industrial demand, the monetary and fiscal policy plans of the U.S. administration, the US-Iran conflict, and international trade tariff discussions, among other macroeconomic events. The market price of silver increased by 164% year-over-year to an average price of $84.39/oz in Q1-2026 compared to an average price of $31.91/oz in Q1-2025. The copper market price increased by 38% year-over-year to an average price of $5.83/lb in Q1-2026 compared to an average price of $4.24/lb in Q1-2025. Lead was comparable at an average price of $0.88/lb in Q1-2026 compared to an average price of $0.89/lb in Q1-2025. The Company is dependent on both precious and base metal prices for profitability and liquidity.


1 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

The Company believes it is well positioned to significantly increase revenue for 2026 and beyond, supported by its planned growth in silver production at both of its producing operations and the assumption that market prices for silver, copper, and lead remain at or above current levels.

Galena Complex

During Q1-2026, the Company continued to make significant progress at the Galena Complex and remained on track with its operational growth plan in: underground development and long-hole stoping; upgrading the underground fleet; advancing the shaft upgrade; and mine modernization, and communication.

Development activities advanced steadily supported by improved efficiencies in muck handling. A key contributor to these improvements was the successful extraction of an eighth long‑hole panel at the Galena 49‑360 stope. Remote mucking operations demonstrated a significant increase in productivity, with approximately 200 tonnes moved per shift compared to approximately 50 tonnes per shift using traditional underhand and overhand mining methods. The long‑hole panel was successful in achieving planned widths. Three additional long‑hole stopes are currently in development and are scheduled for mining in Q2 and Q3 of 2026.

The 55-179 decline advanced toward the 55-198 and 55-165 stopes to support continued production in Q1-2026. The strategic location of this ramp provides access to multiple stopes reducing development costs by enabling multiple mining fronts from a single access point. Of these, three stopes are planned to be mined using long-hole methods, representing a notable milestone given that no long-hole stopes were in operation at the end of 2024.

Replacement of a portion of the mine's legacy underground fleet in 2026 is going well with operational efficiencies beginning to materialize in early 2026. Two remote-capable Komatsu WX-04 loaders are now actively supporting the long-hole mining campaign. In addition, two 300-tonne ore bins were upsized to accommodate the new haul trucks, and new chutes were installed on the 5,500-level, with commissioning expected in Q2-2026.

Installation of a new fibre-optic and leaky-feeder communication system is underway in the No. 3 Shaft and across the 5,500-level. The first segment, extending to the 4,500-level, will provide the Galena Complex with its first underground internet connectivity. Completion of the system is expected in Q3-2026 and will support enhanced communication, automation of fans, pumps, and equipment, and overall improvements in underground operational control.

Components for Phase Two of the No. 3 Shaft upgrades arrived on site in mid-March 2026, with brake and Lilly upgrades completed at the end of April, on schedule and on budget. This phase of improvements is expected to increase hoisting speeds in end zones, allowing for more efficient skipping of ore and waste material. Replacement of the Coeur hoist motor in Q4-2025 was completed successfully, enhancing operational redundancy and supporting a second means of egress.

Several areas of the mine continue to demonstrate favourable economics due to higher silver prices and are being reintegrated into the 2026 and future mine plans. An internal study is underway to evaluate the potential for remnant mining in the 55-072, 46-136, 52-034, 43-149, and 55-179VR areas. Additional drilling is required to further refine geological models, and two additional muckers have been deployed to support these initiatives.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Cosalá Operations

Operations in Q1-2026 achieved production of approximately 362,000 ounces of silver extracted primarily from EC120 within the Oeste Superior 2, Oeste Superior 4, and Este 3 areas. Of the total Q1-2026 production, approximately 79% was generated from Zone 120, 15% from the San Rafael Mine, and 6% from the El Cajón Mine. Despite achieving a stable mill throughput in Q1-2026, silver head grade was slightly impacted by mining cycles within the high-grade stopes in the Upper 4 zone and El Cajón as they transitioned into development cycles, though the El Cajon ore feed is expected to increase throughout the year. The Company expects to actively manage metallurgy of its multiple ore feeds to optimize silver recovery in 2026.

The Sinaloa region, where the Company operates, experiences heightened conflict from time-to-time between organized crime groups. While no damage has been reported to the Company’s property or personnel, intermittent regional security disruptions resulting from violence in nearby areas have caused delays in contractor mobilization and impacted the Company’s supply chain and concentrate transportation routes. Additionally, these disruptions intermittently affect mill operations, leading to minor reductions in milled tonnage though the Company has largely maintained normal steady-state throughput.

While the Company cannot predict when, or if, these conflicts may subside or worsen in the interim, it remains committed to responding proactively to prioritize the safety and well-being of its employees and stakeholders.

Please refer to the section entitled “Risk Factors” in the Company’s AIF for a further discussion of the risks relating to the Company’s business and operations, including risks associated with its operations in Mexico and exposure to risks and uncertainties regarding operations in areas located where organized crime groups and Mexican cartels may operate.

Acquisition of Crescent Mine and Concurrent Bought Deal Financing

The Company closed its strategic acquisition of Crescent Silver, LLC which owns the Crescent mine (“Crescent”) in Idaho, USA, neighbouring the Galena Complex, on December 12, 2025 for total consideration of $87 million.

Crescent is a past-producing underground mine which has produced over 25 million ounces of silver at an average grade of 891 g/t between 1917 and 1981. The mine is located approximately 4 miles southeast of Kellogg, Idaho, and consists of 10 acres of surface rights and 15 acres of patented claims and mineral rights over 64 patented claims. The mineralized material at Crescent is tetrahedrite, which is identical to the Galena Ag-Cu-Sb material and ideally suited for Galena and Coeur mills. The property hosts 3.8 million ounces of historical measured and indicated resource, as well as an historical inferred resource of 19.1 million ounces. The Company intends to mine Crescent using a combination of cut and fill and long hole stoping mining, similar to the successful optimization of neighbouring Galena currently underway.

The total consideration for the acquisition consisted of $20 million in cash and approximately 11.1 million common shares of the Company. To fund the cash portion, the Company completed a concurrent equity financing for gross proceeds of $132.3 million through a bought deal private placement of approximately 33.1 million of the Company's common shares, the excess of which will fund working capital requirements at Crescent, Galena Complex, and administrative purposes.

Though it is early days at the Crescent mine, the Company has already mobilized contractors, and begun preparing drill stations and exploration development on structure in Q1-2026.  Infill drilling also began late in Q1-2026 and is expected to continue throughout the year.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Joint Venture with United States Antimony

Galena is the only producing antimony mine in the United States. The Company aims to deliver a secure and reliable source of antimony, a federally recognized critical mineral with key applications in the defense, energy, and manufacturing sectors within the United States.  Given this significant advantage, the Company signed a joint venture agreement with United States Antimony (“US Antimony”) to construct and operate an antimony processing facility in Idaho’s Silver Valley in February of 2026 (the “Antimony JV”). The Antimony JV 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 Antimony JV on market terms. US Antimony will contribute its knowledge and technical expertise in constructing and operating antimony processing facilities and will provide the Antimony JV with access to its extensive antimony marketing network including the United States Government.

Outlook

Americas’ consolidated production guidance for 2026 is a range between 3.2 million and 3.6 million ounces of silver at an AISC range of $30 to $35 per ounce sold. The Company remains on track to deliver on its planned production guidance.

Table 1 – 2026 GUIDANCE

2026 PRODUCTION AND COSTS  
Silver Production (millions of ounces) 3.2 – 3.6
All-in Sustaining Cost (AISC)2,3,4 ($/oz sold) 30 – 35
CAPITAL INVESTMENTS ($ millions)  
Sustaining Capital ($ millions - includes capitalized infill drilling) 30 – 40
Growth Capital ($ millions) 60 – 80
Total ($ millions) 90 – 120

Notes to Table 1

1. The Company's guidance assumes targeted mining rates and costs, availability of personnel, contractors, equipment and supplies, the receipt on a timely basis of required permits and licenses, cash availability for capital investments from cash balances, cash flow from operations, or from a third-party debt financing source on terms acceptable to the Company, no significant events which impact operations, an MXN$ to US$ exchange rate of 18 : 1. Assumptions used for the purposes of guidance may prove to be incorrect and actual results may differ from those anticipated.

2. Non-IFRS: the definition and reconciliation of these measures are included in the Non-IFRS Measures section of Americas Gold and Silver's MD&A for the period ended December 31, 2025.

3. By-product metals production is treated as a credit that is reflected in AISC.

4. AISC calculations are for the operations only, and exclude non-cash share-based payments expense, and derivative settlements.

Americas’ 2026 guidance incorporates the mine and development plans across its operations. At the Galena Complex in Idaho, guidance includes planned growth capital expenditures of $30 - $40 million at the Crescent Mine and planned mine development and shaft upgrades at the Galena Mine, required to incrementally increase production levels as the year progresses. The capital guidance includes further equipment additions at both the Galena Complex, and Cosalá and other growth-related expenditures. By the end of 2026, the Company expects the Galena Complex to reach substantially and sustainably higher production rates.

Consolidated Results and Developments

    Q1-2026     Q1-20253  
Revenue ($ M) $ 67.8   $ 23.5  
Silver Produced (oz)   786,925     446,207  
Copper Produced (lb)4   966,552     115,962  
Lead Produced (lb)   1,950,014     3,824,826  
Zinc Produced (lb)   -     6,732,052  
Antimony Produced (lb)   137,078     -  
Total Silver Equivalent Produced (oz)1   908,842     837,800  
Total Silver Equivalent Sold (oz)1   957,404     868,698  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 25.42   $ 24.33  
Cash Costs/Ag Oz Sold ($/oz)2 $ 23.57   $ 24.82  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 34.12   $ 35.35  
Net Income (Loss) ($ M)5 $ 10.0   $ (19.7 )
Comprehensive Income (Loss) ($ M)5 $ 9.9   $ (21.9 )

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on all metals production at average realized silver, copper, lead, zinc, and antimony prices during each respective period on a gross payable basis.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

3 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 include EC120 pre-production from the Cosalá Operations.

4 For fiscal 2025, copper production, grade, recovery, and sold disclosed are from EC120 pre-production from the Cosalá Operations throughout this MD&A.

5 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.

Consolidated silver production of approximately 787,000 ounces during Q1-2026 was higher than Q1-2025 production of approximately 446,000 ounces due to higher tonnage at the Galena Complex and higher grades at the Cosalá Operations. During the quarter, the Company monetized a portion of the copper and antimony production at the Galena Complex and declared commercial production at the silver-copper EC120 mine at the Cosalá Operations.

Revenue of $67.8 million for the three months ended March 31, 2026 was higher than revenue of $23.5 million for the three months ended March 31, 2025, resulting from increased silver production during the period and the increase in realized silver prices. The average realized silver price2 increased by 148% from Q1-2025 to Q1-2026. The average realized silver price of $79.48/oz for Q1-2026 (Q1-2025 - $32.10/oz) is largely comparable to the average London silver spot price of $84.39/oz for Q1-2026 (Q1-2025 - $31.91/oz) with the difference due to timing of concentrate sales.


2 These are supplementary or non-GAAP financial measures or ratios. See "Non-GAAP and Other Financial Measures" section for further information.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

The Company recorded net income of $10.0 million for the three months ended March 31, 2026 compared to a net loss of $19.7 million for the three months ended March 31, 2025. The increase in net income was primarily attributable to higher net revenue, and higher gains on derivatives, offset in part by higher cost of sales, the impact of higher forward gold and silver prices on the Company’s metals contract liabilities, and higher income tax expense. These variances are further discussed in the following sections.

Galena Complex

    Q1-2026     Q1-2025  
Tonnes Milled   34,909     23,422  
Silver Grade (g/t)   384     424  
Copper Grade (%)   0.29     -  
Lead Grade (%)   2.84     4.60  
Antimony Grade (%)   0.19     -  
Silver Recovery (%)   98.5     98.2  
Copper Recovery (%)   98.1     -  
Lead Recovery (%)   89.1     93.9  
Antimony Recovery (%)   95.8     -  
Silver Produced (oz)   424,686     313,763  
Copper Produced (lb)   218,103     -  
Lead Produced (lb)   1,950,014     2,231,174  
Antimony Produced (lb)   137,078     -  
Total Silver Equivalent Produced (oz)1   492,200     377,292  
Silver Sold (oz)   388,664     312,466  
Copper Sold (lb)   193,059     -  
Lead Sold (lb)   1,805,540     2,258,688  
Antimony Sold (lb)   121,427     -  
Total Silver Equivalent Sold (oz)1   449,640     375,794  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 27.46   $ 27.00  
Cash Costs/Ag Oz Sold ($/oz)2 $ 22.12   $ 28.19  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 39.47   $ 39.37  

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on average realized silver, copper, lead, zinc, and antimony prices during each respective period on a gross payable basis.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

During Q1-2026, the Company continued to make significant advances at the Galena Complex and is on-track with its operational growth plan. The Galena Complex produced approximately 425,000 ounces of silver in Q1-2026 compared to approximately 314,000 ounces of silver in Q1-2025 (a 35% increase in silver production) primarily due to higher tonnage offset by slightly lower grades during the period. The mine also produced 1.9 million pounds of lead in Q1-2026 along with 0.2 million pounds of copper and 0.1 million pounds of antimony. Lead by‑product production levels may vary in the short term as mining activities focus on increasing higher-silver grade, tetrahydrate ore and supporting development continues to be advanced. Cash costs per ounce of silver sold decreased to $22.12/oz in Q1-2026 from $28.19/oz in Q1-2025, primarily due to increases in silver sold and higher by-product credits during the period.

Further developments of the Galena Complex are discussed in the Recent Developments and Operation Discussion section of this MD&A above.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Cosalá Operations

    Q1-2026     Q1-20253  
Tonnes Milled   110,982     126,646  
Silver Grade (g/t)   122     53  
Copper Grade (%)4   0.36     0.35  
Lead Grade (%)   -     0.97  
Zinc Grade (%)   -     3.48  
Silver Recovery (%)   82.9     61.0  
Copper Recovery (%)4   85.5     79.6  
Lead Recovery (%)   -     68.6  
Zinc Recovery (%)   -     80.8  
Silver Produced (oz)   362,239     132,444  
Copper Produced (lb)4   748,449     115,962  
Lead Produced (lb)   -     1,593,652  
Zinc Produced (lb)   -     6,732,052  
Total Silver Equivalent Produced (oz)1   416,642     460,508  
Silver Sold (oz)   441,223     137,754  
Copper Sold (lb)4   906,027     124,298  
Lead Sold (lb)   -     1,529,695  
Zinc Sold (lb)   -     7,470,764  
Total Silver Equivalent Sold (oz)1   507,764     492,904  
Cost of Sales/Ag Eq Oz Sold ($/oz)2 $ 23.61   $ 22.30  
Cash Costs/Ag Oz Sold ($/oz)2 $ 24.85   $ 17.17  
All-In Sustaining Costs/Ag Oz Sold ($/oz)2 $ 29.42   $ 26.24  

1 Throughout this MD&A, silver equivalent produced and sold were calculated based on all metals production at average realized silver, copper, lead, zinc, and antimony prices during each respective period.

2 This is a supplementary or non-GAAP financial measure or ratio. See "Non-GAAP and Other Financial Measures" section for further information.

3 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 include EC120 pre-production from the Cosalá Operations.

4 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 pre-production from the Cosalá Operations.

Silver production increased in Q1-2026 by 174% to approximately 362,000 ounces of silver compared to approximately 132,000 ounces of silver in Q1-2025, primarily due to higher grades and silver recoveries offset by lower tonnages during the period. Effective January 1, 2026, commercial production was declared for EC120, which has higher silver grades and silver recoveries based on its mineralogy compared to the zinc-lead-silver San Rafael mine orebody. Mining has ceased at the San Rafael Main Central orebody which caused base metals production of zinc and lead to drop in Q1-2026. Silver sold was over 20% greater than silver produced due to the timing of shipments in late December and early January.

Cash costs per silver ounce sold increased during Q1-2026 to $24.85 per ounce from $17.17 per ounce in Q1-2025, due primarily to the cessation of zinc and lead production resulting in lower by-product credits during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Results of Operations

Analysis of the three months ended March 31, 2026 vs. the three months ended March 31, 2025

The Company recorded a net profit of $10.0 million for the three months ended March 31, 2026 compared to a net loss of $19.7 million for the three months ended March 31, 2025. The increase in net income was primarily attributable to higher net revenue ($44.3 million) and higher gains on derivatives ($2.3 million), offset in part by higher cost of sales ($3.2 million), increase in current and forward gold and silver prices on the Company’s metals contract liabilities ($2.7 million), and increase in income tax expense ($6.8 million), each of which are described in more detail below.

Revenue increased by $44.3 million to $67.8 million for the three months ended March 31, 2026 from $23.5 million for the three months ended March 31, 2025. The increase was due to comparatively $23.6 million higher revenue at the Galena Complex from higher silver production and realized prices during the period. Revenue at the Cosalá Operations increased by $20.6 million during the period mainly due to higher silver production and realized prices during the period offset by lower by-product revenue from the cessation of zinc and lead production during the period as the mill feed came from silver-copper EC120 production instead of zinc-lead-silver San Rafael Main orebody.

Cost of sales increased by $3.2 million to $24.3 million for the three months ended March 31, 2026 from $21.1 million for the three months ended March 31, 2025. The increase was primarily due to $2.2 million and $1.0 million increases in cost of sales from the Galena Complex and Cosalá Operations, respectively, during the period due to higher production tonnes along with higher labour and contractor costs, and costs of materials and supplies.

Loss on fair value of metals contract liabilities increased by $2.7 million to a $12.5 million loss for the three months ended March 31, 2026 from a $9.8 million loss for the three months ended March 31, 2025, mainly due to the impact of the increased gold and silver forward prices on metals contract liabilities during the period relative to 2025 year end.

Other gain on derivatives increased $2.3 million to $3.0 million gain for the three months ended March 31, 2026 from a $0.7 million gain for the three months ended March 31, 2025 due to primarily gold price protection derivative instruments entered into during Q3-2025.

Income tax expense increased by $6.8 million to a $6.7 million expense for the three months ended March 31, 2026 from a $0.1 million recovery for the three months ended March 31, 2025 primarily due to provisional income and mining taxes recognized from the Cosalá Operations during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with March 31, 2026.

    Q1     Q4     Q3     Q2     Q1     Q4     Q3     Q2  
  2026     20251     20251     20251     20251     20241     20241     20241  
Revenue ($ M)2 $ 67.8   $ 36.8   $ 30.6   $ 27.0   $ 23.5   $ 23.8   $ 22.3   $ 33.2  
Net Income (Loss) ($ M)4   10.0     (36.2 )   (16.5 )   (15.0 )   (19.7 )   (12.6 )   (16.1 )   (4.0 )
Comprehensive Income (Loss) ($ M)4   9.9     (34.4 )   (15.0 )   (16.1 )   (21.9 )   (7.7 )   (17.8 )   (2.7 )
                                                 
Silver Produced (oz)   786,925     746,666     764,757     688,663     446,207     363,856     385,564     505,932  
Copper Produced (lb)3   966,552     972,948     565,707     356,735     115,962     -     -     -  
Lead Produced (lb)   1,950,014     1,250,570     2,345,180     1,905,450     3,824,826     3,370,212     4,118,739     4,393,575  
Zinc Produced (lb)   -     -     79,938     1,472,805     6,732,052     6,292,634     8,362,501     8,868,263  
Antimony Produced (lb)   137,078     -     -     -     -     -     -     -  
                                                 
Current Assets (qtr. end) ($ M) $ 164.3   $ 153.7   $ 65.3   $ 83.8   $ 29.8   $ 40.7   $ 26.8   $ 26.4  
Current Liabilities (qtr. end) ($ M) $ 97.5     86.2     71.8     73.4     57.6     69.4     63.3     65.2  
Working Capital (qtr. end) ($ M) $ 66.8     67.5     (6.5 )   10.4     (27.8 )   (28.7 )   (36.5 )   (38.8 )
                                                 
Total Assets (qtr. end) ($ M) $ 438.5   $ 413.0   $ 234.7   $ 244.3   $ 184.3   $ 192.6   $ 179.4   $ 180.3  
Total Liabilities (qtr. end) ($ M)   199.9     191.4     184.5     188.0     128.9     139.2     126.3     113.0  
Total Equity (qtr. end) ($ M)   238.6     221.6     50.2     56.3     55.4     53.4     53.1     67.3  

1 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 and 2024 include EC120 pre-production from the Cosalá Operations.

2 Throughout this MD&A, contract services related to transportation costs were reclassified from treatment and selling costs in revenue to cost of sales in fiscal 2024.

3 Throughout this MD&A, copper production, grade, recovery, and sold disclosed for fiscal 2025 are from EC120 pre-production from the Cosalá Operations.

4 Throughout this MD&A, loss on metals contract liabilities was revised in fiscal 2025.

Liquidity

The change in cash since December 31, 2025 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2025 $ 129.8  
Cash generated from operations   35.8  
Expenditures on property, plant and equipment   (22.8 )
Lease payments   (0.6 )
Credit facility   (1.8 )
Non-brokered private placements   1.9  
Proceeds from exercise of options and warrants   3.0  
Metals contract liabilities   (9.0 )
Royalty agreement   (0.5 )
Derivative instruments   0.3  
Increase in trade and other receivables   (13.0 )
Change in inventories   (0.9 )
Change in prepaid expenses   0.5  
Change in trade and other payables   (0.5 )
Change in foreign exchange rates   0.2  
Closing cash balance as at March 31, 2026 $ 122.4  


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

The Company's cash and cash equivalents balance decreased from $129.8 million to $122.4 million since December 31, 2025 with slightly lower working capital $66.8 million (December 31, 2025 working capital of $67.5 million). This decrease in cash was mainly due to expenditures on property, plant and equipment, and metals contract liabilities. These outflows were offset by proceeds from non-brokered private placements, and exercise of options and warrants. Current liabilities as at March 31, 2026 were $97.5 million which is $11.3 million higher than at December 31, 2025, principally due to increased balances in metals contract liabilities and trade and other payables offset by decreased balance in credit facility.

The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. Several material uncertainties cast substantial doubt upon the going concern assumption, including cash flow positive production at the Cosalá Operations, Galena Complex, and Crescent mine, compliance of key financial covenants, and ability to raise additional funds as necessary to fund these operations and meet obligations as they come due. The Company obtained a waiver to a financial covenant under its senior secured debt facility with funds affiliated with SAF Group as at the balance sheet date. The Company’s cash flow is dependent upon its ability to achieve profitable operations, comply with key financial covenants, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels.

Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sale of non-core assets, private equity financing, sale of royalties on its properties, metal prepayment and streaming arrangements, and the issuance of equity. Several material uncertainties may impact the Company's liquidity in the short term, such as: the price of commodities, general inflationary pressures, cash flow positive production at both the Company's operating mines, the timing of the Galena shaft repair, the timing of enhancements and optimization of working face development, underground ore handling rates and stope back-fill cycles, the expected increase in the Galena hoisting capacity, and the execution of other significant capital expenditures.

In past years, the Company was successful in raising funds through equity offerings (including bought deals and at-the-market offerings), debt arrangements, convertible debentures, prepayment arrangements, royalty sales, and non-core asset sales. During fiscal 2025, the Company closed a term loan facility for funds of up to $100 million to provide additional debt funding to fund its mine optimizing capital, development, and infill drilling expenses at the Galena Complex and further restructure its existing debt. The Company also successfully closed a $132 million bought deal private placement as well as non-brokered private placements of approximately $20 million during fiscal 2025 and believes it will be able to continue to raise additional financing as needed considering the current state of the precious metals capital market.

In the medium term, as the optimization of the No. 3 shaft, which is expected to be completed in first half of 2026, is expected to allow allowing for greater hoisting capacity of ore and waste and increased underground ore handling rates. The new Galena Complex strategy is expected to be executed in 2026 in line with new plans being developed and executed, including other significant capital expenditures along with positive metal prices, the Company believes that cash flow will be sufficient to fund ongoing operations.

The Company's financial instruments consist of cash, trade receivables, restricted cash, trade and other payables, other long-term liabilities, and derivative contracts. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. The Company is not exposed to significant interest or credit risk with exception of the 3 months U.S. SOFR rate applicable to the interest rate on certain financial instruments. The majority of the funds of the Company are held in accounts at major banks in the United States, Canada, and Mexico.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Disclosure of Recent Offerings and Proceeds

The following table sets out the disclosure the Company previously made about how it would use available funds or proceeds from any financing in the past 12 months, an explanation of any variances, and the impact of the variances, if any, on the Company's ability to achieve its business objectives and milestones.

Offering and Proceeds Disclosed Use of Proceeds
$1.9 million March 2026 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
$132.3 million December 2025 bought deal private placement $20.0 million for cash portion of the Crescent acquisition and for working capital requirements at Crescent, Galena Complex, and administrative purposes
$1.9 million December 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
$1.9 million September 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
$1.6 million June 2025 non-brokered private placements of common shares For precious metals delivery commitments per agreement amendment and general working capital purposes
$11.5 million May 2025 non-brokered private placements of common shares For working capital requirements at the Galena Complex and for general working capital and administrative purposes

Post-Employment Benefit Obligations

The Company's liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see Note 17 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2025). Both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates; the Company intends to fund to the minimum levels required by applicable law. The Company's actuary currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $1.1 million per year for each of the next 5 years. Effects from market volatility and interest rates may impact long term annual funding commitments.

The Company evaluates the pension funding status on an annual basis in order to update all material information in its assessment, including updated mortality rates, investment performance, discount rates, contribution status among other information. The pension valuation was remeasured at the end of Q1-2026 and adjusted by approximately $0.3 million as a result of increase in discount rate and unrealized losses on returns. The Company expects to continue to review the pension valuation quarterly.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Capital Resources

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

The Company made capital expenditures of $22.8 million during the three months ended March 31, 2026 (2025: $7.6 million). Money was mostly spent on development work associated with the Galena Complex.

The following table sets out the Company's contractual obligations as of March 31, 2026 (in thousands of U.S. dollars):

          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  

1 - Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details are available in Note 22 of the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026.

2 - Certain of these estimates are dependent on market conditions and assumed rates of return on assets. Therefore, the estimated obligation of the Company may vary over time.

3 - Amount for projected pension contributions over 5 years represent the forecasted contribution remaining for the 6th year.

Off-Balance Sheet Arrangements

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

Transactions with Related Parties

The Company incurred corporate general and administrative expenses of $0.1 million for the three months ended March 31, 2026 from PJH Consulting LLC ("PJH") where Paul Andre Huet is an owner. The corporate general and administrative expenses included in the consolidated statements of income and comprehensive income paid to PJH were recorded at the exchange amount representing the amount agreed to by the parties.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

The Company has entered into a drilling services contract with a third-party company, dated February 10, 2026, in respect of which the spouse of Paul Huet, the CEO of the Company, holds a 33% investment interest. Neither Mr. Huet nor his spouse has any involvement in the management or operations of the third-party company. The contract, which is for a one-year term, was awarded after a competitive bidding process. Total payments for services under the contract are expected to be $2.0 million with $0.1 million incurred for the three months ended March 31, 2026.

Risk Factors

The business of the Company is subject to a substantial number of risks and uncertainties. In addition to considering the information disclosed in the forward-looking statements, financial statements and the other publicly filed documentation regarding the Company available on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, and on the Company's website at www.americas-gold.com, the reader should carefully consider each of, and the cumulative effect of, the risk factors relating to the Company found under the heading "Risk Factors" in the Company's Annual Information Form dated March 27, 2026 or the Company's MD&A for the year ended December 31, 2025 dated March 30, 2026. Any of these risk elements could have material adverse effects on the business of the Company. See Note 27 - Financial risk management of the Company's audited consolidated financial statements for the year ended December 31, 2025, and Note 22 - Financial risk management of the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025.

The Company's condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 contain going concern disclosure

The Company's condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 contain disclosure related to the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to raise additional capital, achieve sustainable revenues and profitable operations, and obtain the necessary financing to meet obligations and repay liabilities when they become due. No assurances can be given that the Company will be successful in achieving these goals. If the Company is unable to achieve these goals, its ability to carry out and implement planned business objectives and strategies will be significantly delayed, limited or may not occur. The Company's financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. There are no guarantees that access to equity and debt capital from public and private markets in Canada or the U.S. will be available to the Company.

Accounting Standards and Pronouncements

Accounting standards issued and applied

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:


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 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. This standard is currently being assessed for its impact on the Company's financial statements in the future reporting periods.

Financial Instruments

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

A price protection program on future precious and base metals production and commitments was completed in relation to the Term Loan Facility. 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 related to derivative instruments valued at $7.2 million.

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As of March 31, 2026, there were 326,928,559 common shares and nil preferred shares issued and outstanding.

As of May 14, 2026, there were 326,933,559 common shares and nil preferred shares issued and outstanding, and 7,385,338 options outstanding which are exercisable for common shares of the Company. The number of common shares issuable on the exercise of warrants is 5,086,800. The [increase] in the common shares between March 31, 2026 and May 14, 2026 is primarily related to the exercise of the Company’s outstanding options.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act")) and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) as adopted by the Canadian securities regulations which are designed to provide reasonable assurance that the material information required to be disclosed relating to the Company is made known to the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) by others, particularly during the period in which annual and interim filings are prepared, and that information required to be disclosed by the Company in its annual, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules.

Management, including the CEO and CFO, concluded, as a result of the previously reported material weaknesses described in “Management’s Report on Internal Control Over Financial Reporting” below, that the Company’s disclosure controls and procedures were not effective as of March 31, 2026.

Management's Report on Internal Control over Financial Reporting

The Company’s Management is responsible for establishing and maintaining adequate internal control cover financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and in NI 52-109. The Company’s financial reporting process and associated internal controls, including operational controls and procedures for non-financial disclosures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with IFRS Accounting Standards as issued by the IASB.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Management, with the participation of the Company's CEO and CFO, assessed the effectiveness of the Company's ICFR as of December 31, 2025. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 Framework"). Based on that evaluation, management concluded that the Company's ICFR was not effective as of December 31, 2025 due to the material weaknesses described below. A company's ICFR cannot be considered effective if one or more material weaknesses exists.

A material weakness is a deficiency, or a combination of deficiencies (when aggregated), in ICFR, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We identified the following material weaknesses:

The Company did not design and maintain effective information technology general controls (ITGCs) in the areas of: (1) user access governance, including privileged access management and segregation of duties, (2) information technology (IT) operations, logging and monitoring, and (3) change management and production safeguards over  IT systems that support the Company's financial reporting processes. As a result, certain related process-level automated and manual controls that are dependent on the completeness and accuracy of information derived from the affected information systems were also ineffective because these controls were dependent on data processed by such systems.

The Company did not effectively design and operate process control activities for certain business processes, specifically: asset retirement obligations, income taxes, acquisition accounting, period-end financial reporting, depletion of mining interests, procure-to-pay, and contract liabilities. These controls were not sufficiently designed or did not operate effectively because the Company lacked personnel with the necessary accounting knowledge, experience and capacity throughout the fiscal period.

In 2025, the Company underwent a period of significant transformation and experienced rapid changes in its business, which led to challenges in allocating sufficient resources to support ICFR. The evolution of the business, combined with limited financial resources, meant that the Company was unable to fully staff personnel dedicated to executing internal control functions. As a result, certain controls were not consistently designed and executed for a sufficient period of time to test, were not consistently performed in a timely manner, or did not have sufficient documentation to evidence the execution of the controls. Further, the Company's risk assessment process did not identify the changes in the business as a risk that could impact its ICFR.

The material weaknesses identified above did not result in any material misstatements or material adjustments in our financial statements or disclosures, other than the revision in relation to contract liabilities. However, if not remediated, they could result in a material misstatement of the Company's accounts or disclosures that would not be prevented or detected.

Our management concluded that the consolidated financial statements present fairly, in all material respects, our financial position, financial performance, and cash flows for the periods presented in accordance with IFRS Accounting Standards as issued by the IASB.

Remediation Plan

Our management is committed to maintaining a strong internal control environment. In response to the identified material weaknesses discussed above, management plans to take comprehensive action to remediate the material weaknesses in ICFR.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Remediation plans include: (i) onboarding of additional experienced personnel to support and strengthen relevant control processes; (ii) providing ongoing training to control owners throughout the organization to reinforce the importance of roles, responsibilities, and procedures in the ICFR environment; (iii) strengthening communication channels between operational and finance functions to support the timeliness and accuracy of data provided to the financial reporting teams; and (iv) reevaluating the design and implementation of IT general controls, specifically with regard to user access management, change management, and system logging and monitoring capabilities. These activities will be implemented in 2026.

Management believes that these actions, when fully implemented, will remediate the identified material weaknesses. The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Until fully remediated, these material weaknesses could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. As the Company continues to evaluate and improve the applicable controls, management may determine to take additional measures to modify the remediation plan described above.

Changes in Internal Control Over Financial Reporting

Onboarding of additional experienced personnel to support and strengthen relevant control processes, including IT general controls, were executed with further hirings planned during Q2-2026.

Other than the material weaknesses as disclosed above and any remedial actions taken to date, there have been no changes in the Company's ICFR during the three months ended March 31, 2026 that would materially affect, or are reasonably likely to affect, the Company's ICFR.

Technical Information

The scientific and technical information relating to the operation of the Company's material operating mining properties contained herein has been reviewed and approved by Rick Streiff, Executive Vice President - Geology of the Company. Mr. Streiff is a "qualified person" for the purposes of NI 43-101.

The Company's current Annual Information Form and the NI 43-101 Technical Reports for its other material mineral properties, all of which are available on SEDAR+ at www.sedarplus.ca, contain further details regarding mineral reserve and mineral resource estimates, classification and reporting parameters, key assumptions and associated risks for each of the Company's material mineral properties, including a breakdown by category.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Non-GAAP and Other Financial Measures

The Company has included certain non-GAAP financial and other measures to supplement the Company's consolidated financial statements, which are presented in accordance with IFRS, including the following:

 average realized silver, copper, lead, zinc and antimony prices;

 cost of sales/Ag Eq oz sold;

 cash costs/Ag oz sold;

 all-in sustaining costs/Ag oz sold;

 working capital;

 EBITDA, adjusted EBITDA, and adjusted earnings; and

 silver equivalent produced and sold (Ag Eq).

Management uses these measures, together with measures determined in accordance with IFRS, internally to better assess performance trends and understands that a number of investors, and others who follow the Company's performance, also assess performance in this manner. These non-GAAP and other financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Non-GAAP and other financial measures do not have any standardized meaning prescribed under IFRS, and therefore they may differ from methods used by other companies with similar descriptions.  Management's determination of the components of non-GAAP financial measures and other financial measures are evaluated on a periodic basis influenced by new items and transactions; a review of investor uses and new regulations as applicable. Any changes to the measures are duly noted and retrospectively applied as applicable. Subtotals and per unit measures may not calculate based on amounts presented in the following tables due to rounding.

Average Realized Silver, Copper, Lead, Zinc and Antimony Prices

The Company uses the financial measures "average realized price" because it understands that in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's performance vis-à-vis average market prices of metals for the period. The presentation of average realized metal prices is not meant to be a substitute for the revenue information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measure.

Average realized metal prices represent the sale price of the underlying metal excluding unrealized mark-to-market gains and losses on provisional pricing and concentrate treatment and refining charges. Average realized silver, copper, lead, zinc and antimony prices are calculated as the revenue related to each of the metals sold, e.g. revenue from sales of silver divided by the quantity of ounces sold.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Reconciliation of Average Realized Silver, Copper, Lead,  Zinc, and Antimony Prices1            
    Q1-2026     Q1-2025  
Gross silver sales revenue ('000) $ 67,968   $ 12,623  
Fixed pricing adjustments ('000)   (2,009 )   (53 )
Silver sales revenue ('000) $ 65,959   $ 12,570  
Divided by silver sold (oz)   829,887     391,637  
Average realized silver price ($/oz) $ 79.48   $ 32.10  
             
    Q1-2026     Q1-2025  
Gross copper sales revenue ('000) $ 6,377   $ -  
Fixed pricing adjustments ('000)   (5 )   -  
Copper sales revenue ('000) $ 6,372   $ -  
Divided by copper sold (lb)   1,099,086     -  
Average realized copper price ($/lb) $ 5.80   $ -  
             
    Q1-2026     Q1-2025  
Gross lead sales revenue ('000) $ 1,612   $ 3,412  
Fixed pricing adjustments ('000)   -     -  
Lead sales revenue ('000) $ 1,612   $ 3,412  
Divided by lead sold (lb)   1,805,540     3,788,383  
Average realized lead price ($/lb) $ 0.89   $ 0.90  
             
    Q1-2026     Q1-2025  
Gross zinc sales revenue ('000) $ -   $ 9,501  
Fixed pricing adjustments ('000)   -     (23 )
Zinc sales revenue ('000) $ -   $ 9,478  
Divided by zinc sold (lb)   -     7,470,764  
Average realized zinc price ($/lb) $ -   $ 1.27  
             
    Q1-2026     Q1-2025  
Gross antimony sales revenue ('000) $ 1,339   $ -  
Fixed pricing adjustments ('000)   -     -  
Antimony sales revenue ('000) $ 1,339   $ -  
Divided by antimony sold (lb)   121,427     -  
Average realized antimony price ($/lb) $ 11.03   $ -  

1  Excludes EC120 pre-production silver ounces and copper pounds sold from the Cosalá Operations in fiscal 2025.

Cost of Sales/Ag Eq Oz Sold

The Company uses the financial measure "Cost of Sales/Ag Eq Oz Sold" because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's underlying cost of operations. Silver equivalent sold is based on all metals sold at average realized silver, copper, lead, zinc, and antimony prices during each respective period, except as otherwise noted.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Reconciliation of Consolidated Cost of Sales/Ag Eq Oz Sold            
    Q1-2026     Q1-20251  
Cost of sales ('000) $ 24,335   $ 21,139  
Divided by silver equivalent sold (oz)   957,404     868,698  
Cost of sales/Ag Eq oz sold ($/oz) $ 25.42   $ 24.33  

Reconciliation of Cosalá Operations Cost of Sales/Ag Eq Oz Sold            
    Q1-2026     Q1-20251  
Cost of sales ('000) $ 11,986   $ 10,991  
Divided by silver equivalent sold (oz)   507,764     492,904  
Cost of sales/Ag Eq oz sold ($/oz) $ 23.61   $ 22.30  

Reconciliation of Galena Complex Cost of Sales/Ag Eq Oz Sold            
    Q1-2026     Q1-2025  
Cost of sales ('000) $ 12,349   $ 10,148  
Divided by silver equivalent sold (oz)   449,640     375,794  
Cost of sales/Ag Eq oz sold ($/oz) $ 27.46   $ 27.00  

1  Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 include EC120 pre-production from the Cosalá Operations.

Cash Costs and Cash Costs/Ag Oz Sold

The Company uses the financial measures “Cash Costs” and “Cash Costs/Ag Oz Sold” in accordance with measures widely reported in the silver mining industry, as developed by the World Gold Council, as a benchmark for performance measurement and because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company’s underlying cash costs of operations. However, there is no assurance that the Company’s reporting of these non-GAAP measures are similar to those reported by other mining companies.

Cash costs are determined on a mine-by-mine basis and include mine site operating costs such as: mining, processing, administration, production taxes and royalties which are not based on sales or taxable income calculations. Non-cash charges and other indirect mining costs consist of adjustments to non-cash related charges to cost of sales including non-cash remuneration incurred during the period.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Reconciliation of Consolidated Cash Costs/Ag Oz Sold            
    Q1-2026     Q1-20251  
Cost of sales ('000) $ 24,335   $ 21,139  
Smelting, refining and royalty expenses in cost of sales ('000)   (507 )   (1,068 )
Non-cash charges and other indirect mining costs ('000)   262     (1,394 )
Direct mining costs ('000) $ 24,090   $ 18,677  
Smelting, refining and royalty expenses ('000)   5,958     3,234  
Less by-product credits ('000)   (10,487 )   (10,737 )
Cash costs ('000) $ 19,561   $ 11,174  
Divided by silver sold (oz)   829,887     450,220  
Cash costs/Ag oz sold ($/oz) $ 23.57   $ 24.82  

Reconciliation of Cosalá Operations Cash Costs/Ag Oz Sold            
    Q1-2026     Q1-20251  
Cost of sales ('000) $ 11,986   $ 10,991  
Smelting, refining and royalty expenses in cost of sales ('000)   (282 )   (855 )
Non-cash charges and other indirect mining costs ('000)   192     (1,311 )
Direct mining costs ('000) $ 11,896   $ 8,825  
Smelting, refining and royalty expenses ('000)   5,391     2,460  
Less by-product credits ('000)   (6,323 )   (8,920 )
Cash costs ('000) $ 10,964   $ 2,365  
Divided by silver sold (oz)   441,223     137,754  
Cash costs/Ag oz sold ($/oz) $ 24.85   $ 17.17  

Reconciliation of Galena Complex Cash Costs/Ag Oz Sold            
    Q1-2026     Q1-2025  
Cost of sales ('000) $ 12,349   $ 10,148  
Smelting, refining and royalty expenses in cost of sales ('000)   (225 )   (213 )
Non-cash charges and other indirect mining costs ('000)   70     (83 )
Direct mining costs ('000) $ 12,194   $ 9,852  
Smelting, refining and royalty expenses ('000)   567     774  
Less by-product credits ('000)   (4,164 )   (1,817 )
Cash costs ('000) $ 8,597   $ 8,809  
Divided by silver sold (oz)   388,664     312,466  
Cash costs/Ag oz sold ($/oz) $ 22.12   $ 28.19  

1  Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 include EC120 pre-production from the Cosalá Operations.

All-In Sustaining Costs and All-In Sustaining Costs/Ag Oz Sold

The Company uses the financial measures “All-In Sustaining Costs” and “All-In Sustaining Costs/Ag Oz Sold” in accordance with measures widely reported in the silver mining industry, as developed by the World Gold Council, as a benchmark for performance measurement and because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company’s total costs of producing silver from operations. However, there is no assurance that the Company’s reporting of these non-GAAP measures are similar to those reported by other mining companies.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

All-in sustaining costs is cash costs plus all sustaining development, capital expenditures, and exploration spending, excluding costs not related to current operations and corporate general and administrative costs.

Reconciliation of Consolidated All-In Sustaining Costs/Ag Oz Sold            
    Q1-2026     Q1-20251  
Cash costs ('000) $ 19,561   $ 11,174  
Sustaining capital expenditures and exploration costs ('000)2   8,757     4,742  
All-in sustaining costs ('000) $ 28,318   $ 15,916  
Divided by silver sold (oz)   829,887     450,220  
All-in sustaining costs/Ag oz sold ($/oz) $ 34.12   $ 35.35  

Reconciliation of Cosalá Operations All-In Sustaining Costs/Ag Oz Sold            
    Q1-2026     Q1-20251  
Cash costs ('000) $ 10,964   $ 2,365  
Sustaining capital expenditures and exploration costs ('000)2   2,015     1,249  
All-in sustaining costs ('000) $ 12,979   $ 3,614  
Divided by silver sold (oz)   441,223     137,754  
All-in sustaining costs/Ag oz sold ($/oz) $ 29.42   $ 26.24  

Reconciliation of Galena Complex All-In Sustaining Costs/Ag Oz Sold            
    Q1-2026     Q1-2025  
Cash costs ('000) $ 8,597   $ 8,809  
Sustaining capital expenditures and exploration costs ('000)2   6,742     3,493  
All-in sustaining costs ('000) $ 15,339   $ 12,302  
Divided by silver sold (oz)   388,664     312,466  
All-in sustaining costs/Ag oz sold ($/oz) $ 39.47   $ 39.37  

1 Throughout this MD&A, tonnes milled, silver grade and recovery, silver production and sales, silver equivalent produced and sold, and cost per ounce measurements during fiscal 2025 include EC120 pre-production from the Cosalá Operations.

2 Capital expenditures exclude growth capital from the Galena Complex and Cosalá Operations, including capital spend on EC120.

Working Capital

The Company uses the financial measure "working capital" because it understands that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the Company's liquidity, operational efficiency, and short-term financial health.

Working capital is the excess of current assets over current liabilities.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Reconciliation of Working Capital            
    Q1-2026     Q4-2025  
Current Assets ('000) $ 164,326   $ 153,664  
Less current liabilities ('000)   (97,522 )   (86,164 )
Working capital ('000) $ 66,804   $ 67,500  

EBITDA, Adjusted EBITDA, and Adjusted Earnings

The Company uses the financial measures "EBITDA", "adjusted EBITDA" and "adjusted earnings" as indicators of the Company's ability to generate operating cash flows to fund working capital needs, service debt obligations, and fund exploration and evaluation, and capital expenditures. These financial measures exclude the impact of certain items and therefore is not necessarily indicative of operating profit or cash flows from operating activities as determined under IFRS. Other companies may calculate these financial measures differently.

EBITDA is net income (loss) under IFRS before depletion and amortization, interest and financing expense, and income taxes. Adjusted EBITDA further excludes other non-cash items such as accretion expenses, impairment charges, and other fair value gains and losses.

Reconciliation of EBITDA and Adjusted EBITDA            
    Q1-2026     Q1-2025  
Net income (loss) ('000) $ 9,982   $ (19,679 )
Depletion and amortization ('000)   6,407     5,509  
Interest and financing expense ('000)   573     474  
Income tax expense (recovery) ('000)   6,743     (28 )
EBITDA (loss) ('000) $ 23,705   $ (13,724 )
Accretion on decommissioning provision ('000)   144     160  
Foreign exchange loss (gain) ('000)   77     (175 )
Loss (gain) on disposal of assets ('000)   41     (966 )
Loss on metals contract liabilities ('000)   12,516     9,785  
Other gain on derivatives ('000)   (2,969 )   (709 )
Fair value loss on royalty payable ('000)   108     125  
Adjusted EBITDA (loss) ('000) $ 33,622   $ (5,504 )

Adjusted earnings is net income (loss) under IFRS excluding other non-cash items such as accretion expenses, impairment charges, and other fair value gains and losses.


Americas Gold and Silver Corporation
Management’s Discussion & Analysis
For the three months ended March 31, 2026

Reconciliation of Adjusted Earnings            
    Q1-2026     Q1-2025  
Net income (loss) ('000) $ 9,982   $ (19,679 )
Accretion on decommissioning provision ('000)   144     160  
Foreign exchange loss (gain) ('000)   77     (175 )
Loss (gain) on disposal of assets ('000)   41     (966 )
Loss on metals contract liabilities ('000)   12,516     9,785  
Other gain on derivatives ('000)   (2,969 )   (709 )
Fair value loss on royalty payable ('000)   108     125  
Adjusted earnings (loss) ('000) $ 19,899   $ (11,459 )

Supplementary Financial Measures

The Company references certain supplementary financial measures that are not defined terms under IFRS to assess performance because it believes they provide useful supplemental information to investors.

Silver Equivalent Produced and Sold

References to silver equivalent produced and sold are based on all metals produced and sold on a gross payable basis at average realized silver, copper, lead, zinc, and antimony prices during each respective period, except as otherwise noted.