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Re:
Americas Gold and Silver Corporation (the “Company”) - Report of Voting Results pursuant to Section 11.3 of National Instrument 51‐102 – Continuous Disclosure Obligations (“NI 51‐102”)
Following the special meeting of shareholders of the Company, held on December 17, 2024 (the “Meeting”), and in accordance with section 11.3 of NI 51‐102, we hereby advise you of the following voting results obtained at the Meeting:
The Scrutineer’s report recorded that there were 86,059,017 shareholders represented in person or by proxy at the Meeting representing 801 common shares of the Company (or approximately) 31.07% of the issued and outstanding common shares of the Company) as at the record date for the Meeting.
1.
Approval of Securities Purchase Agreement Resolution
The resolution to authorize the issuance of (i) 117,270,000 common shares in the capital of the Company (the “Common Shares”) to Sprott Mining Inc. and (ii) 52,730,000 Common Shares to the Sprott Preferred Sellers (as such term is defined in the management information circular of Americas Gold and Silver Corporation dated November 7, 2024 in respect of the Meeting (the “Circular”)) was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
Votes For
% For
Votes Against
% Against
Excluded
80,773,113
96.48%
2,949,771
3.52%
2,335,331
2.
Approval of Subscription Receipt Private Placement Resolution
The resolution 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 was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
Votes For
% For
Votes Withheld
% Withheld
Excluded
76,909,730
96.30%
2,951,664
3.70%
6,196,822
1
3.
Approval of Advisor Share Issuance Resolution
The resolution to authorize the issuance of 682,850 Common Shares to Edgehill Advisory Ltd. at a price per Common Share of C$0.40 was approved. The percentage of votes cast “for” or “against” the vote, excluding the Common Shares that are precluded from voting on this resolution pursuant to the policies of the Toronto Stock Exchange and as further described in the Circular, are set forth below as follows:
Votes For
% For
Votes Against
% Against
Excluded
76,823,594
96.20%
3,037,800
3.80%
6,196,822
4.
Approval of Aggregate Share Issuance Resolution
The resolution 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 dilution in excess of 25% of the currently issued and outstanding Common Shares was approved. The percentage of votes cast “for” or “against” the vote are set forth below as follows:
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