USA.TO · 2024-10-09 12:00:00

Americas GOLD and Silver Corporation Announces Upsize of Previously Announced Private Placement of Subscription Receipts to C$45 Million

Financings

Internal

AMERICAS GOLD AND SILVER CORPORATION ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED

PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS TO C$45 MILLION

Not for distribution to U.S. news wire services or for dissemination in the United States or to a U.S. Person.

TORONTO, ONTARIO — October 9, 2024 — Americas Gold and Silver Corporation (TSX: USA) (NYSE

American: USAS) (“Americas” or the “Company”) refers to its previous news release in which it announced,

among other things, a binding agreement (the “Definitive Agreement”) with an affiliate of Eric Sprott

(“Sprott”) and Paul Andre Huet under which Americas will acquire the remaining 40% interest in the Galena

Complex (“Galena”) in Idaho, USA to consolidate the current Galena joint venture (the “Acquisition”). The

Company also announced that it entered into an agreement to complete a bought deal private placement

financing of subscription receipts of the Company (the “Subscription Receipts”) to raise gross proceeds of

C$40 million at an issue price of C$0.40 per Subscription Receipt (the “Issue Price”) (the “Concurrent

Financing”).

The Company is pleased to announce that it has entered into an amending agreement with Cormark

Securities Inc. and TD Securities Inc., as joint bookrunners on behalf of a syndicate of underwriters

(collectively, the “Underwriters”) to upsize the Concurrent Financing. In connection with the upsized

offering, the Company will issue an additional 12,500,000 Subscription Receipts for a total of 112,500,000

Subscription Receipts at the Issue Price for aggregate gross proceeds to the Company of C$45 million.

Americas has also granted the Underwriters an option to purchase up to an additional 12,500,000

Subscription Receipts at the Issue Price for additional gross proceeds of up to C$5 million (the “Option”)

which will be exercisable, in whole or in part, at any time prior to closing of the Concurrent Financing. If

the Option is exercised in full, the total gross proceeds of the Concurrent Financing will be C$50 million.

Each Subscription Receipt shall entitle the holder thereof to receive, upon satisfaction or waiver of the

Escrow Release Conditions (as defined below), without payment of additional consideration, one common

share in the capital of Americas (each, an “Americas Share”), subject to adjustments and in accordance

with the terms and conditions of a subscription receipt agreement to be entered into upon closing of the

Concurrent Financing (the “Subscription Receipt Agreement”). For the purposes of the Concurrent

Financing and pursuant to the Subscription Receipt Agreement, the escrow release conditions include: (a)

the satisfaction or waiver of all conditions precedent to the completion of the Acquisition in accordance

with the Definitive Agreement, other than the issuance of the share consideration and the cash

consideration; and (b) the receipt of all required board, shareholder, regulatory and exchange approvals in

connection with the Concurrent Financing and Acquisition (the “Escrow Release Conditions”).

The gross proceeds from the sale of the Subscription Receipts, less certain expenses and fees of the

Underwriters, will be deposited and held in escrow pending the satisfaction or waiver of the Escrow Release

Conditions by the Company’s escrow agent, as subscription receipt and escrow agent under the

Subscription Receipt Agreement.

If a Termination Event (as defined below) occurs, the escrowed proceeds of the Concurrent Financing will

be returned on a pro rata basis to the holders of Subscription Receipts, together with the interest earned

thereon, and the Subscription Receipts will be cancelled and have no further force and effect, all in

accordance with the terms of the Subscription Receipt Agreement. For the purposes of the Concurrent

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Financing and pursuant to the Subscription Receipt Agreement, a “Termination Event” includes: (a) the

Escrow Release Conditions having not been satisfied or waived prior to 5:00 p.m. (Toronto time) on

February 27, 2025; and (b) the termination of the Definitive Agreement in accordance with its terms. The

Concurrent Financing is currently expected to close on or about October 30, 2024, and is subject to TSX,

NYSE American and other necessary regulatory approvals. Following completion of the Acquisition, the net

proceeds from the Concurrent Financing are expected to be used for growth initiatives at the Galena

Complex, the payment of the cash consideration to Sprott, the repayment of certain of the Company’s

existing indebtedness, the payment of transaction expenses and for working capital and general corporate

purposes.

The Subscription Receipts will be offered by way of: (a) private placement in each of the provinces of

Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; (b) in the

United States or to, or for the account or benefit of U.S. persons, by way of private placement pursuant to

the exemptions from registration provided for under Rule 506(b) and/or Section 4(a)(2) of the United

States Securities Act of 1933, as amended (the “U.S. Securities Act”); and (c) in jurisdictions outside of

Canada and the United States as are agreed to by Americas and the Underwriters on a private placement

or equivalent basis.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States, Canada or in any other jurisdiction where such offer, solicitation or sale is unlawful.

The securities have not been and will not be registered under the U.S. Securities Act, or under any securities

laws of any state of the United States, and may not be offered or sold, directly or indirectly, or delivered

within the United States or to, or for the account or benefit of, a U.S. person or person in the United States,

except in certain transactions exempt from the registration requirements of the U.S. Securities Act and any

applicable securities laws of any state of the United States. “United States” and “U.S. person” are as defined

in Regulation S under the U.S. Securities Act.

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 Cosalá Operations in Sinaloa, Mexico,

manages the 60%‐owned Galena Complex in Idaho, USA, 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 Darren Blasutti

VP, Corporate Development & Communications President and CEO

Americas Gold and Silver Corporation Americas Gold and Silver Corporation

416‐874‐1708 416‐848‐9503

Internal

Technical Information and Qualified Persons

The scientific and technical information relating to the Company’s material mining properties contained

herein has been reviewed and approved by Chris McCann, P.Eng., Vice President, Technical Services of the

Company. The Company’s current Annual Information Form and the NI 43‐101 Technical Reports for its

mineral properties, all of which are available on SEDAR+ at www.sedarplus.ca, and EDGAR at www.sec.gov,

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.

All mining terms used herein have the meanings set forth in National Instrument 43‐101 – Standards of

Disclosure for Mineral Projects (“NI 43‐101”), as required by Canadian securities regulatory authorities.

These standards differ from the requirements of the SEC that are applicable to domestic United States

reporting companies. Any mineral reserves and mineral resources reported by the Company in accordance

with NI 43‐101 may not qualify as such under SEC standards. Accordingly, information contained in this

news release may not be comparable to similar information made public by companies subject to the SEC’s

reporting and disclosure requirements.

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 terms and expected timing of the Acquisition and Concurrent Financing,;

Americas’ expectations, intentions, plans, assumptions and beliefs with respect to, among other things,

estimated and targeted production rates and results for gold, silver and other metals, the expected prices

of gold, silver and other metals, as well as the related costs, expenses and capital expenditures; production

from the Galena Complex and Cosalá Operations, including the expected number of producing stopes and

production levels; the expected timing and completion of required development and the expected

operational and production results therefrom, including the anticipated improvements to production rates

and cash costs per silver ounce and all‐in sustaining costs per silver ounce; and statements relating to

Americas’ EC120 Project, including expected approvals, execution and timing and capital expenditures

required to develop such project and reach production thereat, and expectations regarding its ability to

rely in existing infrastructure, facilities, and equipment. Guidance and outlook references contained in this

press release were prepared based on current mine plan assumptions with respect to production,

development, costs and capital expenditures, the metal price assumptions disclosed herein, 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, 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

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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 closing and implementation of the Acquisition and Concurrent Financing;

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 SEC. 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 the closing and

implementation of the Acquisition and Concurrent Financing, 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.

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