Americas Gold and Silver Corporation (TSX: USA) (NYSE American: USAS) announced that it has completed its previously announced “bought deal” private placement of subscription receipts. Pursuant to the Private Placement, the Company issued an aggregate of 125,000,000 Subscription Receipts at an issue price of C$0.40 per Subscription Receipt, for gross proceeds of C$50 million, which included 12,500,000 Subscription Receipts issued pursuant to the exercise, in full, of the Underwriters’ option granted to the Underwriters in connection with the Private Placement.

The Private Placement was co-led by Cormark Securities Inc. and TD Securities Inc., on behalf of a syndicate of underwriters including Desjardins Securities Inc., Haywood Securities Inc., Canaccord Genuity Corp., and Eight Capital.

The Subscription Receipts were issued pursuant to a subscription receipt agreement dated October 30, 2024, among the Company, Cormark and Computershare Trust Company of Canada, as subscription receipt agent. Each Subscription Receipt represents the right of the holder thereof to receive, without payment of additional consideration or any further action on the part of the holder, one common share of the Company upon satisfaction of certain escrow release conditions, including the satisfaction or waiver of all conditions precedent to the completion of Company’s previously announced indirect acquisition of the remaining 40% interest in the Galena Complex in Idaho, USA (the “Acquisition”) pursuant to a purchase agreement (the “Purchase Agreement”) between the Company, an affiliate of Eric Sprott (“Sprott”) and Paul Andre Huet, as seller representative.

Closing of the Acquisition is expected to occur prior to the end of the year, subject to receipt of the relevant approvals from Company shareholders and the TSX and NYSE American and the satisfaction or waiver of other customary conditions to closing.

The proceeds from the Private Placement, less a portion of the Underwriters’ fees and expenses of the Underwriters, are being held in escrow pending the closing of the Acquisition. Following release of the proceeds from escrow, the Company intends to use the net proceeds of the Private Placement for growth initiatives at the Galena Complex, the payment of cash consideration to Sprott in accordance with the Purchase Agreement, 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 were 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) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions from applicable securities laws of any state of the United States; 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.

The Subscription Receipts are subject to a four-month hold period under applicable securities laws in Canada.

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.