Americas GOLD and Silver Closes Acquisition of Remaining Interest IN the Galena Complex; Appoints New Directors to the Board
AMERICAS GOLD AND SILVER CLOSES ACQUISITION OF REMAINING INTEREST IN THE GALENA
COMPLEX;
APPOINTS NEW DIRECTORS TO THE BOARD
TORONTO, ONTARIO — December 19, 2024 — Americas Gold and Silver Corporation (TSX: USA) (NYSE
American: USAS) (“Americas” or the “Company”) is pleased to announce that it has closed the acquisition
of the remaining 40% interest in the Galena Complex (“Galena”) in Idaho, USA (the “Transaction”) from an
affiliate of Eric Sprott ("Sprott").
Pursuant to the Transaction, shareholders of Sprott affiliates received an aggregate of 169,999,998
common shares of the Company. In addition, Americas paid US$10 million in cash and will provide monthly
silver deliveries of 18,500 ounces for a period of 36 months starting in January 2026 to affiliate of Sprott.
As part of the Transaction, the Company issued an aggregate of 294,999,998 shares of the Company to
various parties, including pursuant to the exchange of 125,000,000 subscription receipts (the “Subscription
Receipts”) for common shares of the Company, which were issued on a private placement basis on October
30, 2024 for gross proceeds of C$50 million, a portion of which was used to fund the cash purchase price
of US$10 million payable pursuant to the Transaction. Each Subscription Receipt was automatically
exchanged in accordance with their terms, without payment of additional consideration and without
further action on the part of the holders thereof, for one common share in the capital of the Company. The
common shares issued pursuant to the Transaction are subject to a four‐month hold period under
applicable Canadian securities laws.
“I would like to thank our shareholders for supporting the acquisition of the remaining 40% interest in the
Galena Complex. We are very excited about the transaction as it consolidates an asset with a tremendous
team and resource base and positions the Company to benefit in an anticipated strong silver price
environment," said Paul Andre Huet, Americas’ Chairman and Chief Executive Officer. “With the proceeds
of the private placement and the anticipated restructuring of our existing debt obligations, I am extremely
excited for the shareholders of Americas moving forward.”
"I would like to sincerely thank outgoing Chairman Alex Davidson and the other retiring Americas board
members including Alan Edwards, Manuel Rivera and Christine Carson for their numerous contributions to
the Company over the years; without their support, it would have been difficult to get to the closing of this
exciting transaction," stated Darren Blasutti, Americas’ President.
Updated Governance
In connection with the Transaction, the Company’s board of directors was reconstituted to consist of 50%
new directors and 50% existing directors of Americas. Joining the Americas board of directors is Paul Huet
(Chairman & CEO), Scott Hand (Lead Director) and Peter Goudie (Director), who will be joined by existing
directors Gordon Pridham (Director), Brad Kipp (Director) and Lorie Waisberg (Director). The Company’s
board of directors now consists of:
‐ Paul Huet (Chairman & CEO)
‐ Scott Hand (Lead Director)
‐ Peter Goudie
‐ Gordon Pridham
‐ Brad Kipp
‐ Lorie Waisberg
Early Warning Disclosure
Mr. Eric Sprott indirectly acquired beneficial ownership of an aggregate of 117,441,759 common shares of
the Company (the “Acquired Shares”) at C$0.52 per Acquired Share pursuant to the Transaction. The
Acquired Shares represent approximately C$61.07 million in share consideration. Immediately prior to
giving effect to the Transaction, Mr. Sprott had beneficial ownership of, or control or direction over,
2,818,090 common shares of the Company, representing approximately 0.9% of the then issued and
outstanding common shares. After giving effect to the Transaction, Mr. Sprott beneficially owns, or
exercises control or direction over, 120,259,849 common shares of the Company, representing
approximately 20.3% of the issued and outstanding common shares of the Company.
Mr. Sprott acquired the Acquired Shares for investment purposes and in partial satisfaction of the purchase
price payable by the Company pursuant to the Transaction. Mr. Sprott has a long‐term view of the
investment and may acquire additional securities of the Company, including on the open market or through
private acquisitions, or sell securities of the Company, including on the open market or through private
dispositions, in the future subject to resale restrictions, market conditions, reformulation of plans and/or
other relevant factors.
A copy of Mr. Sprott’s early warning report will appear on the Company’s profile on SEDAR+ and may also
be obtained by calling Mr. Sprott’s office at (416) 945‐3294 (7 King Street East, Suite 1106, Toronto,
Ontario, M5C 3C5).
Advisors
Edgehill Advisory Ltd. and TD Securities Inc. acted as financial advisors to Americas, and Torys LLP acted as
legal counsel to Americas in connection with the Transaction.
Cormark Securities Inc. acted as financial advisor to Sprott, and Bennett Jones LLP acted as legal counsel to
Sprott in connection with the Transaction.
About Americas Gold and Silver Corporation
Americas Gold and Silver Corporation is a high‐growth precious metals mining company with multiple
assets in North America. The Company owns and operates the Galena Complex in Idaho, USA and the
Cosalá Operations in Sinaloa, Mexico, and is re‐evaluating the Relief Canyon mine in Nevada, USA. The
Company also owns the San Felipe development project in Sonora, Mexico. For further information, please
see SEDAR+ or www.americas‐gold.com.
For more information:
Stefan Axell
VP, Corporate Development & Communications
Americas Gold and Silver Corporation
416‐874‐1708
Cautionary Statement on Forward‐Looking Information:
This news release contains “forward‐looking information” within the meaning of applicable securities laws.
Often, but not always, forward‐looking information can be identified by forward‐looking words such as
“anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “potential’, “estimate”, “may”, “assume” and
“will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives,
assumptions, intentions, or statements about future events or performance. Forward‐looking information
includes, but is not limited to: the silver price environment; the anticipated restructuring of existing debt
obligations; use of proceeds from the private placement; the Company’s prospects; and Mr. Sprott’s
intentions with respect to his investment in the securities of the Company. Any guidance or outlook
contained in this press release was prepared based on current mine plan assumptions with respect to
production, development, costs and capital expenditures, the metal price assumptions disclosed herein (if
any), and assumes no further adverse impacts to the Cosalá Operations from blockades or work stoppages,
and completion of the shaft repair and shaft rehab work at the Galena Complex on its expected schedule
and budget and the realization of the anticipated benefits therefrom, and is subject to the risks and
uncertainties outlined below. The ability to maintain cash flow positive production at the Cosalá
Operations, which includes the EC120 Project, through meeting production targets and at the Galena
Complex through implementing the Galena Recapitalization Plan, including the completion of the Galena
shaft repair and shaft rehab work on its expected schedule and budget, allowing the Company to generate
sufficient operating cash flows while facing market fluctuations in commodity prices and inflationary
pressures, are significant judgments in the consolidated financial statements with respect to the
Company’s liquidity. Should the Company experience negative operating cash flows in future periods, the
Company may need to raise additional funds through the issuance of equity or debt securities. Forward‐
looking information is based on the opinions and estimates of Americas as of the date such information is
provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the
actual results, level of activity, performance, or achievements of Americas to be materially different from
those expressed or implied by such forward‐looking information. With respect to the business of Americas,
these risks and uncertainties include risks relating to: widespread epidemics or pandemic outbreak; actions
that have been and may be taken by governmental authorities to contain such epidemic or pandemic or to
treat its impact and/or the availability, effectiveness and use of treatments and vaccines (including the
effectiveness of boosters); interpretations or reinterpretations of geologic information; unfavorable
exploration results; inability to obtain permits required for future exploration, development or 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; the ability to obtain necessary future financing on acceptable terms or at all; the ability
to operate the Company’s projects; risks associated with the implementation of the Transaction and that
the Company may not realize the anticipated benefits; and risks associated with the mining industry such
as economic factors (including future commodity prices, currency fluctuations and energy prices), ground
conditions, illegal blockades and other factors limiting mine access or regular operations without
interruption, failure of plant, equipment, processes and transportation services to operate as anticipated,
environmental risks, government regulation, actual results of current exploration and production activities,
possible variations in ore grade or recovery rates, permitting timelines, capital and construction
expenditures, reclamation activities, labor relations or disruptions, social and political developments, risks
associated with generally elevated inflation and inflationary pressures, risks related to changing global
economic conditions, and market volatility, risks relating to geopolitical instability, political unrest, war,
and other global conflicts may result in adverse effects on macroeconomic conditions including volatility in
financial markets, adverse changes in trade policies, inflation, supply chain disruptions and other risks of
the mining industry. Although the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward‐looking information, there may be other
factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to
place undue reliance on such information. Additional information regarding the factors that may cause
actual results to differ materially from this forward‐looking information is available in Americas’ filings with
the Canadian Securities Administrators on SEDAR+ and with the United States Securities and Exchange
Commission. Americas does not undertake any obligation to update publicly or otherwise revise any
forward‐looking information whether as a result of new information, future events or other such factors
which affect this information, except as required by law. Americas does not give any assurance (1) that
Americas will achieve its expectations, including regarding realizing the benefits of the Transaction, or (2)
concerning the result or timing thereof. All subsequent written and oral forward‐looking information
concerning Americas are expressly qualified in their entirety by the cautionary statements above.