Americas Gold and Silver Corporation (USA) Earnings Call Transcript & Summary

Good morning, everyone. The meeting will now come to order. Welcome to this Annual Meeting of Americas Gold and Silver Corporation. My name is Peter McRae. I'm the Executive Vice President, Corporate and Legal Affairs of Americas Gold and Silver. I'll be attending as Chairman of today's meeting. For security purposes this annual meeting is being held with physical in-person access and participation limited to registered shareholders and duly appointed proxy holders. The company has provided a conference line in order for shareholders who are unable to attend the meeting in person to be able to listen to the meeting proceedings by phone. Please note that the phone lines will be muted for the duration of the meeting. With your approval, I will ask [ Rob Yucatan ] to act as Secretary of the meeting and Computershare Investor Services through its representatives to act as scrutineer for this meeting to report on the number of shareholders present in person and the number of shares represented in person or by proxy at the meeting and to report on the votes cast in connection with the business of the meeting. In order that we have a complete record of those present, shareholders present in person or by proxy have been recorded and all participants by phone have been registered upon entry into the meeting. In [indiscernible] attend a number of formal matters, certain shareholders have volunteered to move and second resolutions where required in order to facilitate the handling of formal matters. Each holder of common shares or their proxy is entitled to 1 vote per share held. We are advised by [indiscernible] that all -- that all ballots have already been submitted by duly appointed proxy holders and any registered shareholders who are entitled to vote at the meeting. Based on the preliminary report from the scrutineer, all items of business today have received their requisite approval. Accordingly, for expediency, we will take all resolutions by a show of hands in order to move through matters quickly. I will now ask [ Rob Yucatan ] as Secretary of the meeting to deal with certain formal matters concerning the meeting.

The notice calling this meeting with the company management mentioned particularly dated May 1, 2026, as [indiscernible] were distributed to shareholders of Americas Gold Silver Corporation in accordance with [indiscernible]. The Board of Directors adopted resolutions which provided that this meeting be held today and which fixed the [indiscernible] business on May 11, 2026 as the record date for the determination of shareholders entitled to notice and -- notice of and to vote at this meeting. Any books and any postponements that are -- the management information circular is posted online under the company's SEDAR profile at [indiscernible], the company's EDGAR profile at sec.gov and on the company's website. Additional copies are available at this meeting. proof of proper service of these documents is [indiscernible] made, and I direct that a copy of each of these documents together with a group of [indiscernible] is the record of [indiscernible].

Thank you, Rob. I will now ask for a motion that the reading of the notice of this meeting be dispensed with and the reading of the proof of service of such notice, the management information circular and the form of proxy also be dispensed with.

Mr. Chairman, I so move.

I declare the resolution carrier -- sorry, you second the motion. All those in favor, please so signify. Contrary, if any. [Voting]

I declare the resolution carried. I would now ask the secretary to please advise the meeting as to the results of the scrutineers' report on attendance.

[indiscernible] To shareholders present, representing 2 shares, 126 proxy holders present, representing [indiscernible] shares, 126 management properties received, representing 224,051,051 shares. Based on the preliminary report from the scrutineer proxies and ballots received, all items of business today have received a majority of votes favored accordingly or [indiscernible]. We will move through the motions resolutions and questions quickly.

Thank you. As a result, I declare the requisite quorum is present, and I declare that the meeting be properly constituted for the transaction of business for which it has been called. I direct that the confirmation of mailing the notice of meeting and the scrutineer's final report be annexed to the minutes of this meeting as a schedule. I would now like to present to the meeting the audited financial statements of the company for the fiscal year ended December 31, 2025, together with the auditor's report thereon, both of which were made available to shareholders upon request and on SEDAR+. Additional copies are also available at this meeting and on the company's website. I now place before the meeting the audited financial statements of the company for the fiscal year ended December 31, 2025, together with the auditor's report thereon. We will dispense with the reading of the auditor's report. We'll now proceed to the next item of business, the election of 7 individuals to serve as directors of the company unless the office -- their office is earlier vacated in accordance with the general bylaw of the company and the Canada -- the Canada Business Corporations Act. Canada Business Corporations Act requires that for elections at which there is only 1 candidate nominated for each position available on the Board, shareholders vote for or against individual directors and each candidate is elected only if they receive a majority of votes cast in their favor. The management information circular lists the nominees for election as directors of the company. If elected these nominees will hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed in accordance with the articles and bylaws of the company. May I now have a motion for the nomination of the 7 nominees?

Mr. Chairman, I move that those persons specified under management information circular, namely Joseph Andre Paul Huet, Peter Goudie, Tara Hassan, Shirley In't Veld, Bradley R. Kipp, Gordon E. Pridham and Meri Verli be nominated as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed in accordance with [indiscernible] bylaws of the company.

Mr. Chairman, I second the motion.

Accordance with the events, notice provisions of our bylaws, no further nominations being made at this time. Therefore, I declare the nominations closed. May I request a motion that the 7 individuals nominated as directors of the corporation be so elected.

Mr. Chairman, I so move.

If there are no comments that is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please so signify by raising your hand. Contrary, if any. [Voting]

Motion carried. The next item of business is the appointment of the auditors. I will now ask for a motion that PricewaterhouseCoopers LLP chartered accountants, Toronto, Ontario, be appointed auditors of the company until the next Annual Meeting of Shareholders or until the auditor is removed from office or resins and their successor is appointed and that authority be granted to the Board of Directors to fix the remuneration of the auditors.

Mr. Chairman, I so move.

If there are no comments, it is now in order to vote on the motion. The vote for this resolution will take place by a show of hands. All those in favor, please signify by raising your hand. Contrary if any? [Voting]

Motion is carried. This brings us to the conclusion of the formal business of this meeting. There being no further business, I now declare this meeting to be formally terminated. Thank you for your attention and your attendance at this AGM. Should anyone attending in person or listening on the phone have questions or comments on the company, please reach out to the management or our Investor Relations team at any time. Contact information is available on our website at americasgold.com. Thank you again for your attention and support. Enjoy the rest of your day and summer.