美洲金银公司2025年度报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Commission file number: 001-37982 AMERICAS GOLD AND SILVER CORPORATION 145 King Street West, Suite 2870Toronto, Ontario, Canada M5H 1J8(416) 848-9503(Address and Telephone Number of Registrant’s Principal Executive Offices) Registered Agent Solutions, Inc.99 Washington Avenue, Suite 1008Albany, New York 12260(888) 705-7274(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Copies to:Richard RaymerJames GuttmanDorsey & Whitney LLP66 Wellington Street West, Suite 3400Toronto, Ontario M5K 1E6 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: As at December 31, 2025, 320,418,782common shares of the Registrant were issued and outstanding. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ EXPLANATORY NOTE The attached copy of the audited annual consolidated financial statements for Americas Gold and Silver Corporation for thefiscal years ended December 31, 2025 and 2024 (the “Annual Financial Statements”) is being re-filed to correct an inadvertent FORWARD-LOOKING STATEMENTS Statements Statements contained in this Annual Report may constitute "forward-looking information" or "forward-lookingstatements" within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). Often, butnot 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 inthis Annual Report include, but are not limited to: estimated and targeted production rates and results for silver and other metals at theGalena Complex and Cosalá Operations; statements relating to the Company’s acquisition of the remaining 40% interest in the GalenaComplex, including expected benefits to the Company and its shareholders; statements relating to the Company’s positioning as asilver-focused producer and the precious metals markets; the expected timing and completion of required development and theexpected operational and production results therefrom, statements relating to Americas Gold and Silver’s EC120 Project, includingexpected approvals and capital requirements, and timing to reach commercial and sustainable production and full production on itsanticipated timeline and budget; the Company’s expectations relating to the operation of San Rafael throughout the EC120 Projectdevelopment period and related cashflows; the Company’s technical review and optimization work at the Galena Complex and related Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond theCompany's ability to control or predict that may cause the actual results, performance or achievements of the Company, ordevelopments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievementsor developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which arebeyond the Company’s control) that could cause results to differ materially from those expressed in the forward-looking statementscontained in this Annual Report include, but are not limited to risks relating to: interpretations or reinterpretations of geologicinformation; results of exploration and production activities; inability or delay in obtaining permits required for future exploration,development or production; to mineral reserves and mineral resources and related interpretations, development and production and theCompany's ability to sustain or increase present production; general economic conditions and conditions affecting the industri