Americas Gold and Silver Corporation Announces Special Meeting Voting Results

Rhea-AI Summary

Americas Gold and Silver (TSX:USA; NYSE American: USAS) announced the results of its special meeting held on December 17, 2024. Shareholders approved several significant share issuances, including 117,270,000 common shares to Sprott Mining and 52,730,000 common shares to Sprott Preferred Sellers. Additionally, they authorized the issuance of 125,000,000 common shares through subscription receipts at C$0.40 per receipt, and 682,850 shares to Edgehill Advisory The total authorized issuance of 305,682,850 common shares represents a dilution exceeding 25% of current outstanding shares. The meeting saw participation from 86,059,017 shares, representing 31.07% of total outstanding shares.

Positive

• None.

Negative

• Significant shareholder dilution exceeding 25% of current outstanding shares
• Low shareholder participation rate of only 31.07% in important voting
• Large share issuance at C$0.40 per share indicates potential capital raising at relatively low price

Insights

Financial Analyst

This shareholder approval marks a significant capital restructuring for Americas Gold and Silver, authorizing the issuance of over 305 million new shares. At the current share price, this represents a substantial dilution for existing shareholders. The C$0.40 per share pricing for the subscription receipts and private placement indicates a strategic financing move, though at a level that may pressure current market valuations. The deal structure, involving Sprott Mining and preferred sellers, suggests a major strategic transformation. The relatively low voter turnout of 31.07% is notable for such a significant corporate action. This massive share issuance will fundamentally alter the company's capital structure and ownership dynamics, potentially impacting stock liquidity and market positioning.

Market Research Analyst

The approved share issuance represents a complex financial restructuring that will significantly impact USAS's market dynamics. The addition of 305.7 million new shares will substantially increase the public float and likely affect trading patterns. Sprott Mining's involvement, receiving 117.27 million shares, signals a major shift in corporate control and strategic direction. The C$0.40 price point for new shares may establish a psychological price floor, though immediate trading could see pressure due to dilution concerns. This transformation could reshape market perception of USAS, potentially affecting its peer group positioning and institutional investor interest in the precious metals sector.

TORONTO--(BUSINESS WIRE)-- Americas Gold and Silver Corporation (the “Company”) (TSX:USA; NYSE American: USAS) is pleased to announce that the Company’s shareholders passed the following resolutions at the special meeting of the shareholders held on December 17, 2024 (the “Meeting”):

1. To authorize the issuance of (i) 117,270,000 common shares in the capital of the Company (the “Common Shares”) to Sprott Mining and (ii) 52,730,000 Common Shares to the Sprott Preferred Sellers (as such term is defined in the Company’s management information circular dated November 7^th, 2024 in respect of the Meeting (the “Circular”)).
2. To authorize the issuance of 125,000,000 Common Shares issuable upon the exchange of subscription receipts (“Subscription Receipts”) pursuant to a private placement of Subscription Receipts at an issue price per Subscription Receipt of C$0.40.
3. To authorize the issuance of 682,850 Common Shares to Edgehill Advisory Ltd. at a price per Common Share of C$0.40.
4. To authorize the issuance of 305,682,850 Common Shares, being the aggregate of the Common Shares issuable pursuant to items 1, 2 and 3 above and 10,000,000 Common Shares issuable pursuant to the Concurrent Private Placement (as such term is defined in the Circular), representing a dilution in excess of 25% of the currently issued and outstanding Common Shares.

A summary of the results of these matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR+ (www.sedarplus.ca) on December 17, 2024. A total of 86,059,017 Common Shares were voted, representing 31.07% of total Common Shares issued and outstanding as at the record date for the Meeting.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241217292078/en/

For more information:



Stefan Axell

VP, Corporate Development & Communications

Americas Gold and Silver Corporation

416‐874‐1708

Darren Blasutti

President

Americas Gold and Silver Corporation

416‐848‐9503

Source: Americas Gold and Silver Corporation

FAQ

How many new shares will USAS issue following the December 2024 special meeting approval?

USAS received approval to issue a total of 305,682,850 new common shares, including 117,270,000 to Sprott Mining, 52,730,000 to Sprott Preferred Sellers, 125,000,000 through subscription receipts, and 682,850 to Edgehill Advisory

What is the price per share for USAS's new subscription receipts offering?

The subscription receipts are being offered at a price of C$0.40 per receipt, which will be convertible into common shares.

What percentage of USAS shareholders participated in the December 17, 2024 special meeting?

31.07% of total outstanding shares participated in the special meeting, representing 86,059,017 Common Shares.

How much dilution will USAS shareholders experience from the approved share issuance?

The approved share issuance will result in dilution exceeding 25% of the currently issued and outstanding Common Shares.