Mr. Paul Huet reports
AMERICAS GOLD AND SILVER ACCELERATES SILVER GROWTH IN IDAHO VIA THE PROPOSED STRATEGIC ACQUISITION OF THE NEIGHBOURING CRESCENT SILVER MINE AND ANNOUNCES CONCURRENT US$65-MILLION BOUGHT DEAL FINANCING
Americas Gold and Silver Corp. has entered into a binding purchase agreement to acquire 100 per cent of Crescent Silver LLC which owns the Crescent mine in Idaho, United States, for total consideration of approximately $65-million (U.S.).
The consideration under the acquisition consists of $20-million (U.S.) in cash and approximately 11.1 million common shares of Americas, both of which are payable upon closing of the acquisition. The value of the equity consideration will be approximately $45-million (U.S.) based on a deemed price of $4.00 (U.S.) per common share of Americas.
To finance the cash portion of purchase price for the acquisition and provide additional capital to advance Crescent, Americas has entered into an agreement with Canaccord Genuity Corp. and BMO Capital Markets, on behalf of a syndicate of underwriters, to complete a concurrent equity financing for gross proceeds of $65-million (U.S.) by way of a bought deal private placement of common shares. Details of the concurrent financing are provided below.
Key transaction highlights:
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Strategic acquisition of a key asset in the Idaho Silver Valley: The Crescent mine is located approximately nine miles from the Galena complex, within the prolific Idaho Silver Valley. Crescent is located between two large and historic mines, Sunshine and Bunker Hill.
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Eric Sprott, Americas' largest shareholder, is in strong support of the deal: Mr. Sprott has committed to participate in the concurrent financing, along with several other key large institutional investors.
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High-grade historical mineral resource
of similar mineralization to Galena: The Crescent mine contains a mineral resource estimate of 3.8 million ounces (201,000 tons at 19.1 ounces per tonne (655 grams per tonne)) in the measured and indicated category and 19.1 Moz (985,000 tons at 19.4 opt (665 g/t)) in the inferred category. The mineralized material at Crescent is the same silver-copper-antimony tetrahedrite material currently processed at Galena.
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Potential to add 1.4 million ounces to 1.6 Moz of silver production annually: Based on the Tetra Tech PEA (preliminary economic assessment) completed in 2015, the Crescent mine has the potential to add 1.4 Moz to 1.6 Moz Ag per year. Similar to its successful approach to optimizing and scaling operations at Galena, Americas intends to complete several positive adjustments to develop a mine plan to maximize production. The 2015 PEA would not be considered current for the purposes of National Instrument 43-101 given it is based on 2015 figures.
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Additional antimony exposure: Containing tetrahedrite material, the Crescent mine is also expected to contribute to Galena's growing antimony resource as part of its strategy to meet the increased demand for domestic antimony supply in the United States.
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Immediate opportunity for material synergies given Crescent's proximity to the Galena complex: Americas expects it will be able to use its existing Galena and Coeur mills to process high-grade mineralized material from the Crescent mine. The company further anticipates it will be able to leverage its strong underground and exploration capabilities to establish best-in-class operations at the Crescent mine. Additional integration benefits are expected through procurement savings, equipment sharing and G&A (general and administrative) efficiencies.
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Fully permitted mine with existing infrastructure: The Crescent mine is fully permitted and located on 100-per-cent privately owned land. Existing infrastructure includes the mine, the New Jersey mill (rated capacity of 440 tons per day), corporate offices, shops, warehouses, access road, a core shed and permanent power installations.
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Major exploration potential: Less than 5 per cent of Crescent's landholding has been explored and only two veins (South and Alhambra) have been targeted for production to date. Other known splay veins, such as the Grey Copper and Jackson veins, are known to contain mineralized material but remain largely untested. The Alhambra vein, a major producer at Crescent, is untested for 2,100 feet on the west side of the property. The Cate and Sullivan faults, which host large mineral deposits in the adjoining Bunker Hill mine, are mapped crossing the property but are also untested. In tandem with the commencement of initial operations in 2026, the company plans to initiate an aggressive five-year drill program to test multiple targets from both surface and underground, setting up the mine for long term success.
Paul Andre Huet, chairman and chief executive officer, commented: "The addition of the high-grade silver Crescent mine to Americas portfolio, located just nine miles by road from our producing Galena complex, is a very compelling and synergistic acquisition opportunity that immediately capitalizes on the spare milling capacity at our Galena and Coeur mills. Crescent has the potential to be fast tracked into our growing production profile alongside Galena, allowing us to leverage our strong operations team located in the Silver Valley. Adding near-term silver ounces that maximizes the use of existing assets is the type of accretive growth we prioritize as a management team -- the potential for the addition of near-term cash flow while realizing material operational synergies. We are also thrilled with the continued support of our cornerstone and largest investor, Eric Sprott.
"The past-producing Crescent mine is fully permitted, located entirely on privately owned land with grid power installed and substantial infrastructure in place. With the completion of the $65-million (U.S.) bought deal financing, we will be fully funded for the upfront cash requirements to close the acquisition and deploy our anticipated initial capital investments. The company believes that the acquisition provides a pathway to rapidly supplement the grade and volume of our feed to the Galena mill as early as mid-2026, which is expected to generate additional substantial near-term cash flow for our stakeholders while we continue to scale operations aggressively at Galena.
"In addition to containing high-grade silver, the Crescent mine is host to copper and antimony, contained in tetrahedrite ore -- the same material we are currently processing at Galena. Consequently, as we scale silver output at Crescent over the coming years, we will also be boosting antimony output alongside existing antimony production at Galena in support of our strategy to meet domestic demand for this critical metal.
"I am also extremely encouraged by the strong exploration upside at Crescent. Significant parts of the mine have yet to be drilled and we expect to target these with a $3.5-million (U.S.) drill program commencing in 2026. While the near-term development at Crescent is potentially accretive to our silver and antimony resources, we are excited to test these areas to evaluate the strong potential for mine-life extension.
"The addition of Crescent to Americas' existing asset base is a great example of mines working synergistically through optimizing the deployment of personnel and in-house expertise, leveraging our purchasing power with vendors, optimizing our equipment fleet across assets all while maximizing the use of our spare material processing capacity. As always, our shareholders can expect us to continue to aggressively focus on our growth and on reducing costs."
Mr. Sprott commented: "I am very impressed and pleased to be the largest shareholder in Americas Gold and Silver, noting the significant progress Paul and his team have made in just 11 months at Galena. The addition of the Crescent mine, while potentially improving the project profile of the company, provides additional synergies only available through rational consolidation and is a transaction that leverages the strength of Paul's strong operating team in the Silver Valley. I look forward to continued growth as Americas Gold and Silver unlocks the significant value at both of these impressive neighboring mines."
About the Crescent mine
Crescent mine is a past-producing underground mine which has produced over 25 million ounces of silver at an average grade of 26 ounces per tonne (891 grams per tonne) between 1917 and 1981. The mine is located approximately four miles southeast of Kellogg, Idaho, and consists of 10 acres of surface rights and 15 acres of patented claims and mineral rights over 64 patented claims. The mineralized material at Crescent is tetrahedrite, which is identical to the Galena Ag-Cu-Sb (silver-copper-antimony) material and ideally suited for Galena and Coeur mills. The property hosts 3.8 million ounces of historical measured and indicated resource, as well as an historical inferred resource of 19.1 million ounces. The company intends to mine Crescent using a combination of cut and fill and long-hole stoping mining, similar to the successful optimization of neighbouring Galena currently under way.
Key highlights from the 2015 Tetra Tech Inc. PEA
In August, 2015, Crescent issued an updated National Instrument 43-101 PEA for the Crescent mine, prepared by Tetra Tech. The Crescent mine, like other narrow-vein, high-grade underground silver operations in the Coeur d'Alene district, was designed to leverage an overhand cut-and-fill underground mining method with processing at the nearby New Jersey mill. The 2015 PEA envisaged a 250-ton-per-day operation with total production of approximately 15 Moz Ag and 5.8 Mlb (million pounds) Cu (average annual production of 1.4 Moz Ag and 0.5 Mlb Cu) over an 11-year life of mine.
Transaction details
Under the terms of the agreement, Americas will acquire 100 per cent of the membership interests in the capital of Crescent Silver from Hale Capital Partners LP.
Total consideration for the acquisition is approximately $65-million (U.S.), which includes $20-million (U.S.) of cash consideration and $45-million (U.S.) of equity consideration. The equity consideration will be paid through the issuance of approximately 11.1 million common shares of Americas, representing consideration of $45-million (U.S.), based on based on a deemed price of $4.00 (U.S.) per common share of Americas.
Americas expects the closing of the acquisition will occur on or about Dec. 3, 2025. The acquisition will be subject to applicable regulatory approvals, including approvals from the Toronto Stock Exchange (TSX) and NYSE American Exchange.
Concurrent financing
Americas has entered into an agreement with Canaccord Genuity Corp. and BMO Capital Markets, as co-lead underwriters on behalf of a syndicate of underwriters, in connection with a bought deal private placement of 16.25 million common shares the offered shares at a price of $4.00 (U.S.) per offered share for gross proceeds to the company of $65-million (U.S.). Americas has also granted the underwriters an option to purchase up to an additional 2,437,500 common shares at the issue price for additional gross proceeds of up to $9.75-million (U.S.), which will be exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the concurrent financing. If the option is exercised in full, the total gross proceeds of the concurrent financing will be $75-million (U.S.).
The concurrent financing has attracted interest from several key large institutional investors, including Americas' largest shareholder, Eric Sprott, who has committed to participate in the financing.
The concurrent financing is currently expected to close on or about Dec. 3, 2025, and is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals including the approval of the Toronto Stock Exchange and the NYSE American. The securities to be issued under the concurrent financing will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws. The net proceeds from the concurrent financing will be used to finance the cash portion of the purchase price in connection with the acquisition, and to finance capital expenditures and support working capital at the Crescent mine following completion of the acquisition, as well as for working capital and general corporate purposes.
The offered shares will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada and in such jurisdictions as may be mutually agreed between the company and the underwriters.
Advisers
Cormark Securities Inc. is acting as financial adviser to Americas, and Bennett Jones LLP is acting as legal counsel to Americas in connection with the acquisition.
Conference call and webcast details
Date: Nov. 13, 2025
Time:
10 a.m. ET/7 a.m. PT
North American callers please dial: 1-800-715-9871; conference ID 4755531
Local and international callers please dial:
647-932-3411; conference ID 4755531
A recording of the conference call will be available for replay through the webcast, or for a one-week period beginning at approximately 1 p.m. Eastern Time on Nov. 13, 2025, through the following dial-in numbers:
North American callers please dial: 1-800-770-2030; conference ID 4755531 followed by the pound key
International callers please dial: 1-647-362-9199; conference ID 4755531 followed by the pound key
About Americas Gold and Silver Corp.
Americas Gold and Silver is a rapidly growing North American mining company producing silver, copper and antimony from high-grade operations in the United States and Mexico. In December, 2024, Americas took full ownership of the Galena complex (Idaho) in a transaction with Mr. Sprott and Mr. Huet-led management team, solidifying Galena as a cornerstone U.S. silver asset and the nation's leading active antimony-producing mine. Americas also owns and operates the Cosala operations in Sinaloa, Mexico. With Mr. Sprott now its largest shareholder (approximately 20 per cent), Americas is fully financed to grow Galena following a $50-million deal (October, 2024) and $100-million (U.S.) term loan (June, 2025). The company has a new non-restrictive five-year multimetal offtake agreement with Ocean Partners for treatment of any amount of Galena's concentrates at Teck Resources' British Columbia smelter. Americas aims to be a leading North American silver producer and a key source of U.S.-produced antimony.
Technical information and qualified persons
The scientific and technical information relating to the company's material mining properties contained herein has been reviewed and approved by Rick Streiff, executive vice-president, geology, of the company. The company's current annual information form and the National Instrument 43-101 technical reports for its mineral properties, all of which are available on SEDAR+ and EDGAR, contain further details regarding mineral reserve and mineral resource estimates, classification and reporting parameters, key assumptions, and associated risks for each of the company's material mineral properties, including a breakdown by category. The scientific and technical information contained herein with respect to the Crescent mine was extracted from the report entitled "NI 43-101 Technical Report | Preliminary Economic Assessment | Crescent Silver Project | Shoshone County, Idaho USA" dated Aug. 21, 2015. A qualified person has not done sufficient work on behalf of Americas to classify the historical estimate noted herein as current mineral resources or mineral reserves and Americas is not treating the historical estimates as current mineral resources or mineral reserves. The company believes that the historical estimate is reliable and relevant to continuing exploration and development on the Crescent mine. No more recent estimates of the mineral resource or other data are available to the company.
All mining terms used herein have the meanings set forth in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, as required by Canadian securities regulatory authorities. These standards differ from the requirements of the Securities and Exchange Commission that are applicable to domestic United States reporting companies. Any mineral reserves and mineral resources reported by the company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, information contained in this news release may not be comparable to similar information made public by companies subject to the SEC's reporting and disclosure requirements.
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