Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Americas Gold & Silver Corp (Name of Issuer) |
Common Shares (Title of Class of Securities) |
03062D100 (CUSIP Number) |
Mark Mandel Baker & McKenzie LLP, 452 Fifth Avenue New York, NY, 10018 (212) 626-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03062D100 |
| 1 |
Name of reporting person
Sprott Eric | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,153,940.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.96 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 Includes (i) 46,908,000 Common Shares of Americas Gold & Silver Corp (the "Issuer") held of record by Sprott Mining Inc. ("Sprott Mining"), a wholly-owned subsidiary of 2176423 Ontario Ltd. ("2176423 Ontario"), (ii) 2,052,836 Common Shares of the Issuer held of record by 2176423 Ontario. Eric Sprott controls 2176423 Ontario and has the power to direct the voting and disposition of Common Shares held by the entity through his ownership interests in 2176423 Ontario. Eric Sprott controls Sprott Mining and has the power to direct the voting and disposition of Common Shares held by the entity through his ownership interests in 2176423 Ontario. 2 The percentage set forth in Row 13 of this Cover Page is calculated based on 273,629,603 Common Shares outstanding (the "Common Shares Outstanding"), as reported by the Issuer on Exhibit 99.2 to its Form 6-K filed with the SEC on November 10, 2025 (the "November 10 Form 6-K").
SCHEDULE 13D
|
| CUSIP No. | 03062D100 |
| 1 |
Name of reporting person
2176423 Ontario Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,960,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
3 Includes 46,908,000 Common Shares of the Issuer held of record by Sprott Mining, a wholly-owned subsidiary of 2176423 Ontario. 4 The percentage set forth in Row 13 of this Cover Page is calculated based on the Common Shares Outstanding, as reported by the Issuer on its November 10 Form 6-K.
SCHEDULE 13D
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| CUSIP No. | 03062D100 |
| 1 |
Name of reporting person
Sprott Mining Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,908,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
5 The percentage set forth in Row 13 of this Cover Page is calculated based on the Common Shares Outstanding, as reported by the Issuer on its November 10 Form 6-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Americas Gold & Silver Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
145 KING ST. W., SUITE 2870, Toronto,
ONTARIO, CANADA
, M5H 1J8. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") is being filed to update the percentage of shares beneficially owned by the Reporting Persons and to supplement Item 4 of the original Statement, and hereby amends and supplements the Statement filed with the SEC on December 23, 2024. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement. Except as amended or supplemented hereby, the information set forth in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 20, 2025, 2176423 Ontario completed open market purchases of 250,000 shares of Common Stock of the Issuer at an average purchase price per share of $5.41 for combined gross proceeds of approximately $1,351,650. The source of funds for acquiring the Common Stock described herein was the working capital of 2176423 Ontario. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the existing Statement is hereby supplemented as follows: As of November 24, 2025, 2176423 Ontario has delivered an irrevocable signed subscription agreement to the underwriters representing the Issuer in a potential transaction to subscribe for 900,000 Common Shares for a price per share of $4.00. The Reporting Persons are not aware of any binding agreement having been reached with the Issuer, and there can be no assurance that any such transaction will be agreed or consummated. The Issuer has disclosed that the proposed transaction is subject to certain conditions, including applicable regulatory approvals. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information provided on the cover pages to this Amendment is hereby incorporated by reference. As of the close of business on November 20, 2025, the Reporting Persons acquired or have been granted, and for the purposes of Rule 13d-3 of the Exchange Act, beneficially own, an aggregate of 49,153,940 Common Shares, which represents approximately 17.96% of the 273,629,603 Common Shares outstanding of the Issuer as of November 10, 2025, based on the November 10 Form 6-K. | |
| (b) | The responses in rows 7, 8, 9 and 10 of the cover pages to this Amendment are hereby incorporated by reference. | |
| (c) | Except for the transaction described in Item 3 of this Amendment, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Shares of the Issuer. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Persons' response to Item 4 of this Amendment is incorporated by reference into this Item 6. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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