Americas Gold and Silver Corporation Annual Information Form For The Year Ended December 31, 2023

Americas Gold and Silver Corporation Annual Information Form For The Year Ended December 31, 2023

Preliminary Notes:

  • Effective Date of Information: All information in this annual information form ("AIF") of Americas Gold and Silver Corporation ("Americas Gold and Silver" or the "Company") is as at December 31, 2023, unless otherwise indicated. This AIF is dated March 29, 2024.
  • Additional Information: Additional information is provided in the Company's audited consolidated financial statements for the years ended December 31, 2023 and 2022 (the "2023 Annual Financial Statements") dated March 28, 2024 and Management's Discussion and Analysis dated March28, 2024 for the year ended December 31, 2023 (the "2023 Annual MD&A"), each of which has been filed on the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) (www.sedarplus.ca).
  • Additional information, including directors' and officers' remuneration and indebtedness and information concerning the principal holders of the Company's securities, and securities authorized for issuance under equity compensation plans, where applicable, will be contained in the Company's Management Information Circular to be filed in connection with its upcoming annual meeting of shareholders for 2024 (the "2024 Circular").
  • This information, including the 2023 Annual MD&A and the 2023 Annual Financial Statements, and other additional information relating to the Company may be found in the Company's public filings with provincial securities regulatory authorities which can be found on the Company's profile on the SEDAR+ website at www.sedarplus.ca and with the U.S. Securities and Exchange Commission (the "SEC") on the Electronic Data-Gathering, Analysis and Retrieval (EDGAR) website at www.sec.gov or, in the case of the 2024 Circular, will be made available in accordance with the time requirements of Canadian and U.S. securities laws.
  • Non-GAAP and Other Financial Measures: The Company has included certain non-GAAP and other financial measures, which the Company believes, that together with measures determined in accordance with IFRS, 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 measures 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 the heading "Non-GAAP and Other Financial Measures" of the 2023 MD&A, which section is incorporated by reference herein and is available on SEDAR+ at www.sedarplus.ca.

Corporate Structure: Americas Gold and Silver Corporation ("Americas Gold and Silver" or the "Company") was incorporated under the Canada Business Corporations Act on October 18, 2008. The Company is a high-growth, precious metals producer focused on the Americas. The Company owns and operates the Cosalá Operations in Mexico and the Relief Canyon mine in Nevada, USA. The Company also has an 80% interest in the Galena Complex and the Cerro Los Gatos ("CLG") mine in Mexico. The Company also has a 100% interest in the Silverdome property, located within the Galena Complex, and the Gemini property further described below. Americas Gold and Silver is listed on the Toronto Stock Exchange (TSX: USA) and the New York Stock Exchange (NYSE: USA).

The Company is organized into four wholly-owned subsidiaries as follows:

  • Americas Silver Corporation, incorporated under the laws of the Province of British Columbia on May 26, 2009.
  • Americas Silver USA Inc., incorporated under the laws of the State of Delaware on December 12, 2012.
  • Silver Valley Metals LLC, incorporated under the laws of the State of Delaware on December 12, 2012.
  • CLG NewCo Inc., incorporated under the laws of the Province of British Columbia on December 15, 2020.

On March 16, 2023, the Company completed the acquisition of Sacre-Davey Minerals Ltd. ("Sacre-Davey"), a private Canadian company, through the purchase of all of the issued and outstanding common shares of Sacre-Davey (the "Acquisition"). Sacre-Davey holds an 80% interest in the Galena Complex and a 100% interest in the Gemini property, both located in Mexico. In connection with the Acquisition, the Company incorporated a new wholly-owned subsidiary, Silver Valley Metals (UK) Limited ("Silver Valley UK"). Silver Valley UK is a private limited company incorporated under the laws of England and Wales on December 22, 2022. Silver Valley UK is a subsidiary of Silver Valley Metals LLC.

On March 17, 2023, the Company completed the acquisition of an 80% interest in the Cerro Los Gatos mine through the purchase of all of the issued and outstanding common shares of CLG Holding Inc. ("CLG Holding") by way of a court approved plan of arrangement under the Canada Business Corporations Act (the "CLG Arrangement"). CLG Holding is a private British Columbia company that holds, directly or indirectly, an 80% interest in the

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