6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2019

Commission File Number 001-37982

AMERICAS SILVER CORPORATION

(Translation of registrant’s name into English)

145 King Street West, Suite 2870

Toronto, Ontario, Canada

M5H 1J8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F      ☐ Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐             

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐           

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAS SILVER CORPORATION

Date:   August 12, 2019      /s/ Peter McRae                    
Peter McRae Chief Legal Officer and Senior Vice President Corporate Affairs

INDEX TO EXHIBITS

99.1Interim Financial Statements for the six months ended June 30, 2019 and 2018

99.2Management’s Discussion and Analysis for the three and six months ended June 30, 2019

99.3Certification of Interim Filings - CEO

99.4Certification of Interim Filings - CFO

EX-99.1

 Exhibit 99.1

AMERICAS SILVER CORPORATION

Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

Americas Silver Corporation

Condensed interim consolidated statements of financial position

(In thousands of U.S. dollars, unaudited)

	June 30,			December 31,
As at	2019			2018
Assets
Current assets
Cash and cash equivalents	$	6,325		$	3,464
Trade and other receivables (Note 6)		6,715			7,712
Inventories (Note 7)		8,739			8,136
Prepaid expenses		1,982			1,247
Derivative instruments (Note 19)		873			-
Asset held-for-sale (Note 8)		7,723			6,925
Convertible loan receivable (Note 9)		-			1,922
		32,357			29,406
Non-current assets
Restricted cash		3,992			681
Property, plant and equipment (Note 8)		154,639			96,442
Deferred tax assets (Note 18)		626			626
Total assets	$	191,614		$	127,155
Liabilities
Current liabilities
Trade and other payables	$	17,173		$	14,345
Derivative instruments (Note 11)		5,034			35
Convertible loans payable (Note 9)		-			2,972
Pre-payment facility (Note 12)		5,500			5,610
		27,707			22,962
Non-current liabilities
Other long-term liabilities		701			689
Convertible debenture (Note 11)		6,684			-
Pre-payment facility (Note 12)		2,737			5,500
Post-employment benefit obligations		8,350			8,174
Decommissioning provision		5,251			3,791
Derivative warrant liability (Note 9)		-			711
Deferred tax liabilities (Note 18)		5,777			1,132
Total liabilities		57,207			42,959
Equity
Share capital (Note 13)		273,445			212,943
Equity reserve		36,002			34,837
Foreign currency translation reserve		5,893			6,541
Deficit		(180,933	)		(170,125	)
Total equity		134,407			84,196
Total liabilities and equity	$	191,614		$	127,155

Contingencies (Note 21), Subsequent events (Note 22)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Americas Silver Corporation

Condensed interim consolidated statements of income (loss) and comprehensive income (loss)

(In thousands of U.S. dollars, except share and per share amounts, unaudited)

	For the three-month period ended						For the six-month period ended
	June 30,			June 30,			June 30,			June 30,
	2019			2018			2019			2018
Revenue (Note 15)	$	14,936		$	17,351		$	32,762		$	37,734
Cost of sales (Note 16)		(14,730	)		(11,991	)		(27,200	)		(25,134	)
Depletion and amortization (Note 8)		(3,430	)		(2,386	)		(6,892	)		(4,601	)
Care and maintenance costs		(101	)		(773	)		(197	)		(861	)
Corporate general and administrative (Note 17)		(2,667	)		(1,338	)		(3,897	)		(3,568	)
Transaction costs (Note 5)		(1,180	)		-			(2,157	)		-
Exploration costs		(364	)		(206	)		(966	)		(1,989	)
Accretion on decommissioning provision		(55	)		(49	)		(104	)		(96	)
Interest and financing expense		(979	)		(250	)		(1,680	)		(512	)
Foreign exchange gain (loss)		242			(38	)		283			(184	)
Gain on disposal of assets (Note 8)		-			855			-			855
Gain (loss) on derivative instruments (Note 11 and 19)		447			236			(579	)		603
Gain (loss) on derivative warrant liability		(13	)		-			46			-
Contingency on value added taxes (Note 21)		-			(125	)		-			(125	)
Income (loss) before income taxes		(7,894	)		1,286			(10,581	)		2,122
Income tax recovery (expense) (Note 18)		(101	)		104			(227	)		(209	)
Net income (loss)		(7,995	)		1,390			(10,808	)		1,913
Other comprehensive income (loss)
Items that may be reclassified subsequently
to net income (loss)
Foreign currency translation reserve		(223	)		(85	)		(648	)		171
Other comprehensive income (loss)		(223	)		(85	)		(648	)		171
Comprehensive income (loss)	$	(8,218	)	$	1,305		$	(11,456	)	$	2,084
Income (loss) per share
Basic		(0.11	)		0.03			(0.18	)		0.05
Diluted		(0.11	)		0.03			(0.18	)		0.04
Weighted average number of common shares
outstanding
Basic (Note 14)		74,017,916			42,461,994			59,450,433			42,121,388
Diluted (Note 14)		74,017,916			44,449,810			59,450,433			44,178,091

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Americas Silver Corporation

Condensed interim consolidated statements of changes in equity

For the six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, except share amounts in thousands of units, unaudited)

												Foreign
	Share capital											currency
	Common				Preferred				Equity			translation						Total
	Shares		Amount		Shares		Amount		reserve			reserve			Deficit			equity
Balance at January 1, 2019		43,402	$	212,943		-	$	-	$	34,837		$	6,541		$	(170,125	)	$	84,196
Net loss for the period		-		-		-		-		-			-			(10,808	)		(10,808	)
Other comprehensive loss for the period		-		-		-		-		-			(648	)		-			(648	)
San Felipe property option transaction costs		452		600		-		-		-			-			-			600
Acquisition of Pershing Gold Corporation (Note 5)		24,849		38,604		3,678		5,714		1			-			-			44,319
Subscription agreement with Sandstorm Gold Ltd. (Note 13)		4,785		7,371		-		-		-			-			-			7,371
Conversion of convertible loans payable (Note 10)		2,764		4,284		-		-		-			-			-			4,284
Warrants issued on acquisition transaction costs		-		-		-		-		471			-			-			471
Warrants issued on financing transaction costs		-		-		-		-		149			-			-			149
Reclassification of derivative warrant liability (Note 10)		-		-		-		-		680			-			-			680
Share-based payments		-		-		-		-		1,325			-			-			1,325
Exercise of options, warrants, and deferred share units		2,280		3,929		-		-		(1,461	)		-			-			2,468
Balance at June 30, 2019		78,532	$	267,731		3,678	$	5,714	$	36,002		$	5,893		$	(180,933	)	$	134,407
Balance at January 1, 2018		41,497	$	207,012		-	$	-	$	34,760		$	6,284		$	(159,998	)	$	88,058
Net income for the period		-		-		-		-		-			-			1,913			1,913
Other comprehensive income for the period		-		-		-		-		-			171			-			171
Share-based payments		-		-		-		-		1,449			-			-			1,449
Exercise of options and warrants		1,471		5,173		-		-		(1,844	)		-			-			3,329
Balance at June 30, 2018		42,968	$	212,185		-	$	-	$	34,365		$	6,455		$	(158,085	)	$	94,920

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Americas Silver Corporation

Condensed interim consolidated statements of cash flows

For the six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unaudited)

	June 30,			June 30,
	2019			2018
Cash flow generated from (used in)
Operating activities
Net income (loss) for the period	$	(10,808	)	$	1,913
Adjustments for the following items:
Depletion and amortization		6,892			4,601
Income tax expense		227			209
Accretion and decommissioning costs		104			23
Share-based payments		1,389			1,431
Provision on other long-term liabilities		52			17
Deferred costs on convertible loans		745			-
Deferred costs on convertible debenture		198			-
Net charges on post-employment benefit obligations		176			(33	)
Loss (gain) on derivative instruments		902			(251	)
Gain on derivative warranty liability		(46	)		-
Contingency on value added taxes		-			125
		(169	)		8,035
Changes in non-cash working capital items:
Trade and other receivables		997			(1,144	)
Inventories		(603	)		864
Prepaid expenses		(126	)		(376	)
Forward contracts		-			(186	)
Trade and other payables		(2,158	)		(2,041	)
Net cash generated from (used in) operating activities		(2,059	)		5,152
Investing activities
Expenditures on property, plant and equipment		(4,870	)		(7,125	)
Development costs on Relief Canyon Mine		(5,548	)		-
San Felipe property option payments		(750	)		(1,000	)
Cash received from (payments to) bond on decommissioning costs		485			(370	)
Investment in convertible loan receivable		(800	)		-
Cash from acquisition of Pershing Gold Corporation		241			-
Net cash used in investing activities		(11,242	)		(8,495	)
Financing activities
Repayments to pre-payment facility		(2,873	)		(1,670	)
Payments to lease liabilities		(132	)		-
Financing from convertible debenture		10,000			-
Share issuance from subscription agreement		7,371			-
Proceeds from exercise of options and warrants		2,448			3,329
Net cash generated from financing activities		16,814			1,659
Effect of foreign exchange rate changes on cash		(652	)		171
Increase (decrease) in cash and cash equivalents		2,861			(1,513	)
Cash and cash equivalents, beginning of period		3,464			9,325
Cash and cash equivalents, end of period	$	6,325		$	7,812
Cash and cash equivalents consist of:
Cash	$	6,325		$	7,812
Term deposits		-			-
	$	6,325		$	7,812
Interest paid during the period	$	624		$	585

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

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Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

1.   Corporate information

Americas Silver Corporation (the “Company" or "Americas Silver") was incorporated under the Canada Business Corporations Act on May 12, 1998 and conducts mining exploration, development and production in the Americas. The address of the Company’s registered office is 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company’s common shares are listed on the Toronto Stock Exchange under the symbol “USA” and on the New York Stock Exchange American under the symbol “USAS”.

The condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2019 were approved and authorized for issue by the Board of Directors of the Company on August 12, 2019.

2.   Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) which the Canadian Accounting Standards Board has approved for incorporation into Part 1 of the Handbook of Chartered Professional Accountants of Canada applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2018. In particular, the Company’s significant accounting policies were summarized in Note 3 of the consolidated financial statements for the year ended December 31, 2018 and have been consistently applied in the preparation of these condensed interim consolidated financial statements with the exception of “Leases”, which has been replaced by recent changes in accounting policies under Note 3 below. These unaudited condensed interim consolidated financial statements were prepared on a going concern basis.

3.   Changes in accounting policies and recent accounting pronouncements

The Company has adopted the following new accounting standard effective for annual periods beginning on or after January 1, 2019:

(i)Leases

IFRS 16 - Leases - The standard on leases was issued in January 2016 and is effective for annual reporting periods beginning on or after January 1, 2019 for public entities with early adoption permitted, provided IFRS 15 has been applied or is applied at the same date as IFRS 16. The standard requires lessees to recognize assets and liabilities for most leases. The Company adopted IFRS 16 using the modified retrospective approach resulting in the recognition of additional assets and liabilities from right-of-use assets identified on the consolidated statement of financial position at January 1, 2019 with no restatement of prior year comparatives. Effective January 1, 2019, the adoption of IFRS 16 increased assets, liabilities, depreciation, interest and financing expense, and decreased corporate general and administrative expenses. The Company applied practical expedients to not recognize short-term leases or leases of low-value items on transition under IFRS 16 and will continue to expense such lease payments to the consolidated statements of income (loss) and comprehensive income (loss).

4.   Significant accounting judgments and estimates

The preparation of the condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

In preparing these condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Company’s annual consolidated financial statements as at and for the year ended December 31, 2018.

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Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

5. Acquisition of Pershing Gold Corporation

On April 3, 2019, the Company obtained control and completed the acquisition of Pershing Gold Corporation (“Pershing Gold”) via an agreement and plan of merger dated September 28, 2018. The merger was completed by the Company acquiring all the outstanding common and preferred shares of Pershing Gold through exchanging each outstanding Pershing Gold common share for 0.715 common shares of the Company and exchanging each outstanding Pershing Gold preferred share for 461.44 common or preferred shares of the Company. Outstanding Pershing Gold options and restricted share units were exchanged for the Company’s common share considerations and outstanding Pershing Gold warrants became exercisable for the Company’s common shares under the same exchange ratio.

The merger has been accounted for as a business combination with the Company identified as the acquirer for accounting purposes.

The consideration paid is calculated as follows:

Non-diluted Pershing Gold common shares outstanding, April 3, 2019		33,686,921
Implicit share exchange ratio		0.715
Americas Silver common shares exchanged for Pershing Gold common shares		24,085,928
Americas Sliver common share price, April 3, 2019 (USD)		1.55
Total common share consideration	$	37,418
Consideration on the exchange of Pershing Gold for Americas Silver equity instruments:
Preferred shares exchanged for common shares		383
Preferred shares exchanged for preferred shares		5,714
Restricted share units exchanged for common shares		803
Warrants exchanged for warrants		1
Total equity consideration		44,319
Pre-existing convertible loan from Americas Silver to Pershing Gold		2,913
Total consideration	$	47,232

For the purpose of these financial statements, the purchase consideration has been allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed based on management’s best estimates and taking into account all available information at the time of the acquisition as well as applicable information at the time these consolidated financial statements were prepared. Due to the underlying assumptions made in the valuation process, the determination of those fair values requires estimations of the effects of uncertain future events at the acquisition date and as a result the carrying amounts of some assets, particularly, property, plant and equipment, acquired through a business combination could therefore differ significantly in the future. As prescribed by IFRS 3 - Business Combinations, if the initial accounting for a business combination can be determined only provisionally by the end of the reporting period in which the combination is effected, the acquirer must account for the business combination using those provisional values and has a period, not to exceed twelve months, to complete the purchase price allocation. Any adjustment of the provisional amount of an identifiable asset acquired or liability assumed made as a result of completing the final accounting will be accounted for retrospectively to the original acquisition date.

The preliminary purchase price allocation, which is subject to final adjustments, is as follows:

Cash and cash equivalents	$	241
Prepaid expenses		609
Restricted cash		3,787
Property, plant and equipment		54,059
Trade and other payables		(5,454	)
Decommission provision		(1,223	)
Deferred tax liabilities		(4,787	)
Net assets acquired	$	47,232

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Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The acquisition of Pershing Gold by the Company was completed on April 3, 2019. As of the date of these consolidated financial statements, the determination of fair value of assets and liabilities acquired is based on preliminary estimates and has not been finalized. In particular, the fair values of the mining interests, property, plant and equipment, and related tax consequences and exposures have been determined provisionally. The actual fair values of these assets and liabilities may differ materially from the amounts disclosed in the preliminary fair value above and are subject to change. Management will complete its review of the fair values within twelve months of the acquisition date, in particular, the fair values of the mining interests, and property, plant and equipment with consideration to any resulting tax impact.

Acquisition related expenses of $2.2 million have been charged to transaction costs in the consolidated statements of income (loss) and comprehensive income (loss) for the three and six-month periods ended June 30, 2019.

These consolidated financial statements include Pershing Gold results from April 3, 2019 to June 30, 2019. The revenue from the sale of precious metals and net loss before income taxes included in the consolidated statements of income (loss) and comprehensive income (loss) since April 3, 2019 contributed by Pershing Gold was nil and $0.4 million, respectively.

If Pershing Gold had been consolidated from January 1, 2019, on a pro forma basis, the consolidated statements of income (loss) and comprehensive income (loss) would have included revenue of nil and net loss before income taxes of $2.2 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2019.

6.  Trade and other receivables

	June 30,			December 31,
	2019			2018
Trade receivables		$	5,645		$	6,126
Value added taxes receivable			701			1,465
Other receivables			369			121
		$	6,715		$	7,712

7.   Inventories

	June 30,			December 31,
	2019			2018
Concentrates		$	1,339		$	941
Ore stockpiles			2,001			1,602
Spare parts and supplies			5,399			5,593
		$	8,739		$	8,136

The amount of inventories recognized as an expense was $14.7 million during the three-month period ended June 30, 2019 (2018: $12.0 million) and $27.2 million during the six-month period ended June 30, 2019 (2018: $25.1 million). The concentrates and ore stockpiles, and spare parts and supplies write-down to net realizable value included in cost of sales was $0.2 million and nil, respectively, during the three-month period ended June 30, 2019 (2018: nil, and nil, respectively) and $0.6 million and nil, respectively, during the six-month period ended June 30, 2019 (2018: nil, and nil, respectively).

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Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

8.   Property, plant and equipment

												Corporate
	Mining			Non-producing			Plant and			Right-of-use		office
	interests			properties			equipment			lease assets		equipment		Total
Cost
Balance at January 1, 2018	$	104,362		$	58,467		$	48,808		$	-	$	84	$	211,721
Asset additions		9,420			-			5,734			-		11		15,165
Property purchase option acquired		-			2,633			-			-		-		2,633
Change in decommissioning provision		(354	)		-			-			-		-		(354	)
Reclassification		-			(61,100	)		-			-		-		(61,100	)
Balance at December 31, 2018		113,428			-			54,542			-		95		168,065
Acquisition of Pershing Gold		-			34,786			19,262			-		10		54,058
Asset additions		3,540			1,146			5,688			527		-		10,901
Change in decommissioning provision		130			-			-			-		-		130
Reclassification		-			-			(343	)		343		-		-
Balance at June 30, 2019	$	117,098		$	35,932		$	79,149		$	870	$	105	$	233,154
Accumulated depreciation
and depletion
Balance at January 1, 2018	$	34,848		$	50,502		$	26,031		$	-	$	39	$	111,420
Depreciation/depletion for the year		6,762			-			3,800			-		10		10,572
Write-down of equipment		-			-			133			-		-		133
Reclassification		-			(50,502	)		-			-		-		(50,502	)
Balance at December 31, 2018		41,610			-			29,964			-		49		71,623
Depreciation/depletion for the period		4,506			-			2,241			138		7		6,892
Balance at June 30, 2019	$	46,116		$	-		$	32,205		$	138	$	56	$	78,515
Carrying value
at December 31, 2018	$	71,818		$	-		$	24,578		$	-	$	46	$	96,442
at June 30, 2019	$	70,982		$	35,932		$	46,944		$	732	$	49	$	154,639

As at January 1, 2019, the Company recognized $0.9 million of right-of-use assets from leases upon adoption of IFRS 16 using the modified retrospective approach, where $0.1 million were from the Cosalá Operations, $0.3 million were from the Galena Complex, and $0.5 million were from Corporate and Other. The associated lease liabilities were classified into trade and other payables and other long-term liabilities in the consolidated statement of financial position.

On March 2, 2017, the Company entered into an option acquisition agreement with Impulsora Minera Santacruz S.A. de C.V., a wholly-owned subsidiary of Santacruz Silver Mining Ltd. (“Santacruz”), to acquire an existing option with Minera Hochschild Mexico S.A. de C.V. (“Hochschild”) for the right to acquire a 100% interest of the San Felipe property located in Sonora, Mexico. As at December 31, 2018, the property purchase option was reclassified as an asset held-for-sale as its carrying amount will be recovered principally through sale. A write-down of $3.7 million was recorded for the year-ended December 31, 2018 to measure the asset held-for-sale at the lower of its carrying amount of $10.6 million and fair value less estimated costs to sell of $6.9 million. The Company made one of the remaining eight contractual quarterly option payments of $0.75 million to Hochschild during the second quarter of 2019. Further details of the option are disclosed in Note 8 of the consolidated financial statements for the year ended December 31, 2018.

Non-current assets are tested for impairment or impairment reversals when events or changes in circumstances suggest that the carrying amount may not be recoverable. A write-down of $0.1 million was recorded for the year ended December 31, 2018 as a result of writing down carrying amounts of equipment to recoverable amounts. No other impairment or impairment reversal indicators were identified for the six-month period ended June 30, 2019.

The Company recognized a gain of $0.8 million in the second quarter of 2018 related to proceeds received through

an insurance claim for equipment damaged from mining operations during fiscal 2017.

The amount of borrowing costs capitalized as property, plant and equipment was $0.1 million during the three-month period ended June 30, 2019 (2018: nil) and $0.1 million during the six-month period ended June 30, 2019 (2018: nil).

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Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

9.   Convertible loans receivable and payable

On October 1, 2018, in connection with the acquisition with Pershing Gold (see Note 5), the Company entered into short-term secured convertible loan agreements with Mr. Pierre Lassonde and two other lenders (the “Lenders”) for $5.5 million CAD due July 1, 2019 with interest payable at 15% per annum (the “Convertible Loans Payable”). The Convertible Loans Payable had an extension option to mature on October 1, 2019 with interest payable at 18% per annum upon election by the Company.

The Company recorded a derivative asset of $0.2 million on initial recognition based on the estimated fair value of the extension option and recognized a loss of $0.2 million in the consolidated statements of income (loss) and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2019 as a result of the change in estimated fair value of the extension option (for the year ended December 31, 2018: $0.1 million loss).

The Convertible Loans Payable had an option to convert into common shares of the Company upon mutual election at a conversion price determined as the lower of $3.1231 CAD or the volume-weighted average price of the Company’s common shares for five trading days immediately preceding the date of exercise. On initial recognition and as at December 31, 2018, the fair value of the conversion option was nil. Interest expense of $0.1 million and $0.3 million was recorded in the consolidated statements of income (loss) and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2019, respectively, in connection with the Convertible Loans Payable (for the year ended December 31, 2018: $0.2 million).

On April 3, 2019, the Company along with the Lenders have mutually elected to convert the Company’s outstanding Convertible Loans Payable into common shares of the Company in accordance with the Convertible Loans Payable agreement terms, resulting in the issuance of 2,763,518 of the Company’s common shares priced at approximately $2.09 CAD per share.

Under the terms of the Convertible Loans Payable, the Company issued 1,074,999 warrants to the Lenders where each warrant is exercisable for one common share at an exercise price of $3.1231 CAD for a period of 5 years. The holders of the warrants had a cashless exercise option to receive common shares of the Company equal to the fair value of the warrants, in lieu of exercising the warrants for cash. If so elected, the fair value of the warrants was determined by multiplying the number of warrants to be exercised by the market price of a common share less the warrants exercise price with the difference divided by the market price of the common share. There would be variability in the number of shares issued per warrant if a warrant holder exercises this option.

The Company recorded a derivative warrant liability on initial recognition of $1.3 million based on the estimated fair value of the warrants determined using the Black-Scholes warrant pricing model and recognized nil and a $0.1 million gain in the consolidated statements of income (loss) and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2019, respectively, as a result of the change in estimated fair value of the derivative warrant liability (for the year ended December 31, 2018: $0.6 million gain). The derivative warrant liability was reclassified to equity reserve at fair value of $0.7 million during the second quarter of 2019 as the terms of the warrants were amended to remove the cashless exercise option available to the holders.

The net proceeds of the Convertible Loans Payable were used by the Company to fund a short-term secured first lien convertible loan to Pershing Gold due June 1, 2019 with interest payable at 16% per annum (the “Convertible Loan Receivable”) to address Pershing Gold’s near-term working capital requirements. The Company had funded $2.8 million of the Convertible Loan Receivable to Pershing Gold prior to acquisition on April 3, 2019. Subsequent to the acquisition, the Convertible Loan Receivable was consolidated on presentation with Pershing Gold’s respective convertible loan payable to the Company.

Further details of the Convertible Loans Payable and Convertible Loan Receivable are disclosed in Note 9 of the consolidated financial statements for the year ended December 31, 2018.

Page | 9

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

10. Advance on precious metals delivery

On April 3, 2019, the Company entered into a $25 million precious metals delivery and purchase agreement (the “Purchase Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”) for the construction and development of Pershing Gold’s Relief Canyon Mine. The Purchase Agreement consists of a combination of fixed and variable deliveries from the Relief Canyon Mine. The $25 million advance is conditional upon, among other things, commencement of construction of the Relief Canyon Mine and the associated development plan and operational contracts.  As at June 30, 2019, the Company has not obtain advances from Sandstorm through the Purchase Agreement.

11.   Convertible debenture

On April 3, 2019, the Company issued a $10 million convertible debenture (the “Convertible Debenture”) to Sandstorm due April 3, 2023 with interest payable at 6% per annum and repayable at the Company’s option prior to maturity. The funds available under the Convertible Debenture included the principal amount of the $3 million unsecured, promissory note previously issued to Sandstorm by the Company.

The Convertible Debenture may be converted into common shares of the Company at Sandstorm’s option at a conversion price of $2.14. The Company recorded a derivative liability of $3.4 million on initial recognition based on the estimated fair value of the conversion option and recognized a loss of $1.6 million in the consolidated statements of income (loss) and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2019 as a result of the change in the estimated fair value of the conversion option.

Interest expense of $0.1 million was capitalized as borrowing costs to property, plant and equipment for the three-month and six-month periods ended June 30, 2019 in connection with the Convertible Debenture.

The initial fair value of the principal portion of the Convertible Debenture was determined using a market interest rate for an equivalent non-convertible instrument at the issue date. The principal portion is subsequently recognized on an amortized cost basis until extinguished on conversion or maturity. The remainder of the proceeds are allocated to the conversion option.

12.   Pre-payment facility

On January 29, 2017, the Company entered into a pre-payment facility for $15.0 million with Metagri S.A. de C.V., a subsidiary of Glencore PLC (“Glencore”), to fund a portion of the development costs for the San Rafael project within the Cosalá district of Sinaloa, Mexico (the “Pre-Payment Facility”). The Pre-Payment Facility was drawn in full on March 30, 2017, has a term of four years at an interest of U.S. LIBOR rate plus 5% per annum, and is secured by a promissory note in the amount of up to $15.0 million issued by the Company, a corporate guarantee in favour of Glencore, and limited asset level security on the San Rafael project. The Company has also entered into four-year offtake agreements with Glencore for the zinc and lead concentrates produced from the San Rafael Mine where Glencore will pay for the concentrates at the prevailing market prices for silver, zinc and lead, less customary treatment, refining and penalty charges. Repayment of principal on the Pre-Payment Facility began in January 2018 as an additional tonnage charge on shipments of concentrate where $3.9 million was paid during the year ended December 31, 2018. Minimum annual principal repayments of $5.5 million are due during 2019 and $5.5 million are due during 2020. The Company paid $2.9 million during the six-month period ended June 30, 2019.

13.   Share capital

On April 3, 2019, the Company entered into a subscription agreement with Sandstorm to issue $10 million CAD of the Company’s common shares based on the 5-day volume weighted average price at approximately $2.09 CAD per share, resulting in the issuance of 4,784,689 of the Company’s common shares.

Page | 10

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

a.   Authorized

Authorized share capital consists of an unlimited number of common and preferred shares.

	June 30,			December 31,
	2019			2018
Issued
78,532,179 (2018: 43,402,434) common shares		$	267,731		$	212,943
3,678,135 (2018: nil) preferred shares			5,714			-
		$	273,445		$	212,943

Each non-voting preferred share is convertible, at the holder’s option, without payment of any additional consideration by the holder thereof, initially on a one-to-one basis into common shares, subject to adjustment, and in accordance with the terms of the non-voting preferred shares.

b.   Stock option plan

The number of shares reserved for issuance under the Company’s stock option plan is limited to 10% of the number of common shares which are issued and outstanding on the date of a particular grant of options. Under the plan, the Board of Directors determines the term of a stock option to a maximum of 10 years, the period of time during which the options may vest and become exercisable as well as the option exercise price which shall not be less than the closing price of the Company’s share on the Toronto Stock Exchange on the date immediately preceding the date of grant. The Compensation Committee determines and makes recommendations to the Board of Directors as to the recipients of, and nature and size of, share-based compensation awards in compliance with applicable securities law, stock exchange and other regulatory requirements.

A summary of changes in the Company’s outstanding stock options is presented below:

				June 30,						December 31,
				2019						2018
				Weighted						Weighted
				average						average
				exercise						exercise
	Number			price			Number			price
	(thousands)			CAD			(thousands)			CAD
Balance, beginning of period		3,160			$	3.77		2,316			$	3.06
Granted		3,480				2.39		1,435				4.54
Exercised		(691	)			2.04		(471	)			2.29
Expired		-				-		(120	)			5.14
Balance, end of period		5,949			$	3.16		3,160			$	3.77

Page | 11

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The following table summarizes information on stock options outstanding and exercisable as at June 30, 2019:

	Weighted
	average				Weighted					Weighted
	remaining				average					average
Exercise	contractual				exercise					exercise
price	life		Outstanding		price			Exercisable		price
CAD	(years)		(thousands)		CAD			(thousands)		CAD
2.00 to 3.00		2.77		3,520		$	2.38		1,190		$	2.38
3.01 to 4.00		0.57		1,025			3.85		1,005			3.85
4.01 to 5.00		1.51		1,364			4.58		920			4.58
5.01 to 6.00		1.57		40			5.55		27			5.55
				5,949		$	3.16		3,142		$	3.52

c.   Share-based payments

The weighted average fair value at grant date of the Company’s stock options granted during the six-month period ended June 30, 2019 was $0.72 (2018: $1.50).

The Company used the Black-Scholes Option Pricing Model to estimate fair value using the following weighted-average assumptions for the three-month and six-month periods ended June 30, 2019 and 2018:

	Three-month				Three-month				Six-month				Six-month
	period ended				period ended				period ended				period ended
	June 30,				June 30,				June 30,				June 30,
	2019				2018				2019				2018
Expected stock price volatility (1)			58	%			57	%			58	%			59	%
Risk free interest rate			1.60	%			2.13	%			1.60	%			1.74	%
Expected life	3 years				3 years				3 years				3 years
Expected forfeiture rate			2.72	%			3.07	%			2.72	%			3.36	%
Expected dividend yield			0	%			0	%			0	%			0	%
Share-based payments included in cost of sales		$	-			$	-			$	-			$	-
Share-based payments included in general and
administrative expenses			1,190				339				1,289				1,377
Total share-based payments		$	1,190			$	339			$	1,289			$	1,377

(1) Expected volatility has been based on historical volatility of the Company’s publicly traded shares.

d.   Warrants

The warrants that are issued and outstanding as at June 30, 2019 are as follows:

Number of	Exercise		Issuance	Expiry
warrants	price (CAD)		date	date
1,447,426		4.68	Jun 2016	Jun 9, 2021
799,065		4.68	Jul 2016	Jun 14, 2021
1,074,999		3.12	Oct 2018	Oct 1, 2023
15,889		11.32	Apr 2019	May 6, 2022
389,771		2.40	May 2019	May 13, 2022
1,241,200		2.40	May 2019	May 29, 2022
4,968,350

Page | 12

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

e.   Restricted Share Units:

The Company has a Restricted Share Unit Plan under which eligible directors, officers and key employees of the Company are entitled to receive awards of restricted share units. Each restricted share unit is equivalent in value to the fair market value of a common share of the Company on the date of grant with the value of each cash settled award charged to compensation expense over the period of vesting. At each reporting date, the compensation expense and associated liability (which is included in trade and other long-term liabilities in the consolidated statement of financial position) are adjusted to reflect changes in market value. As at June 30, 2019, 89,196 (December 31, 2018: 86,692) restricted share units are outstanding at an aggregate value of $0.2 million (December 31, 2018: $0.1 million).

f.   Deferred Share Units:

The Company has a Deferred Share Unit Plan under which eligible directors of the Company receive awards of deferred share units on a quarterly basis as payment for 20% of their director fees earned. Deferred share units are settled in either cash or common shares at the Company’s discretion when the director leaves the Company’s Board of Directors. The Company recognizes a cost in director fees and a corresponding increase in equity reserve upon issuance of deferred share units. As at June 30, 2019, 308,972 (December 31, 2018: 337,137) deferred share units are issued and outstanding.

14.   Weighted average basic and diluted number of common shares outstanding

	Three-month	Three-month	Six-month	Six-month
	period ended	period ended	period ended	period ended
	June 30,	June 30,	June 30,	June 30,
	2019	2018	2019	2018
Basic weighted average number of shares	74,017,916	42,461,994	59,450,433	42,121,388
Effect of dilutive stock options and warrants	-	1,987,816	-	2,056,703
Diluted weighted average number of shares	74,017,916	44,449,810	59,450,433	44,178,091

Diluted weighted average number of common shares for the three-month period ended June 30, 2019 excludes 3,678,135 anti-dilutive preferred shares (2018: nil), 5,948,500 anti-dilutive stock options (2018: 1,414,999) and 4,968,350 anti-dilutive warrants (2018: 2,246,491).and for the six-month period ended June 30, 2019 excludes 3,678,135 anti-dilutive preferred shares (2018: nil), 5,948,500 anti-dilutive stock options (2018: 84,999) and 4,968,350 anti-dilutive warrants (2018: 2,246,491).

Page | 13

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

15.   Revenue

The following is a disaggregation of revenue categorized by commodities sold for the three-month and six-month periods ended June 30, 2019 and 2018:

	June 30,			June 30,			June 30,			June 30,
	2019			2018			2019			2018
Silver
Provisional sales revenue	$	5,282		$	5,107		$	11,229		$	11,938
Derivative pricing adjustments		103			(238	)		5			(45	)
		5,385			4,869			11,234			11,893
Zinc
Provisional sales revenue	$	13,562		$	11,999		$	26,905		$	23,163
Derivative pricing adjustments		(1,226	)		(282	)		(909	)		(232	)
		12,336			11,717			25,996			22,931
Lead
Provisional sales revenue	$	6,412		$	6,878		$	13,798		$	15,856
Derivative pricing adjustments		(183	)		41			(126	)		49
		6,229			6,919			13,672			15,905
Other by-products
Provisional sales revenue	$	166		$	99		$	348		$	227
Derivative pricing adjustments		(47	)		51			(80	)		15
		119			150			268			242
Total provisional sales revenue	$	25,422		$	24,083		$	52,280		$	51,184
Total derivative pricing adjustments		(1,353	)		(428	)		(1,110	)		(213	)
Gross revenue	$	24,069		$	23,655		$	51,170		$	50,971
Treatment and selling costs		(9,133	)		(6,304	)		(18,408	)		(13,237	)
	$	14,936		$	17,351		$	32,762		$	37,734

Derivative pricing adjustments represent subsequent variations in revenue recognized as an embedded derivative from contracts with customers and are accounted for as financial instruments (see Note 19). Revenue from contracts with customers is recognized net of treatment and selling costs if payment of those amounts is enforced at the time of sale.

16.   Cost of sales

Cost of sales is costs that directly relate to production at the mine operating segments and excludes depletion and amortization. The following are components of cost of sales for the three-month and six- month periods ended June 30, 2019 and 2018:

	Three-month		Three-month		Six-month			Six-month
	period ended		period ended		period ended			period ended
	June 30,		June 30,		June 30,			June 30,
	2019		2018		2019			2018
Salaries and employee benefits	$	6,863	$	5,458	$	13,453		$	11,480
Raw materials and consumables		5,658		4,509		10,901			9,280
Utilities		1,315		981		2,649			2,009
Other costs		570		584		800			1,501
Changes in inventories		324		459		(603	)		864
	$	14,730	$	11,991	$	27,200		$	25,134

Page | 14

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

17.   Corporate general and administrative expenses

Corporate general and administrative expenses are costs incurred at corporate and other segments that do not directly relate to production. The following are components of corporate general and administrative expenses for the three-month and six-month periods ended June 30, 2019 and 2018:

	Three-month			Three-month			Six-month			Six-month
	period ended			period ended			period ended			period ended
	June 30,			June 30,			June 30,			June 30,
	2019			2018			2019			2018
Salaries and employee benefits		$	576		$	441		$	1,090		$	887
Directors’ fees			97			72			191			146
Share-based payments			1,254			310			1,354			1,338
Professional fees			229			176			338			372
Office and general			511			339			924			825
		$	2,667		$	1,338		$	3,897		$	3,568

18.   Income taxes

Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the six-month period ended June 30, 2019 was 26.5% and for the year ended December 31, 2018 was 26.5%.

The Company’s net deferred tax asset relates to the U.S. alternative minimum tax credits available:

	June 30,			December 31,
	2019			2018
Alternative minimum tax credits	$	626		$	626
Other		742			742
Total deferred tax assets		1,368			1,368
Property, plant and equipment		(742	)		(742	)
Net deferred tax assets	$	626		$	626

The Company’s net deferred tax liability relates to the acquisition of Pershing Gold and Mexican mining royalty arising principally from the following:

	June 30,			December 31,
	2019			2018
Property, plant and equipment	$	5,654		$	878
Other		487			607
Total deferred tax liabilities		6,141			1,485
Provisions and reserves		(364	)		(353	)
Net deferred tax liabilities	$	5,777		$	1,132

Page | 15

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

19.   Financial risk management

a.   Financial risk factors

The Company’s risk exposures and the impact on its financial instruments are summarized below:

(i)Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and trade and other receivables. The credit risk on cash and cash equivalents is limited because the Company invests its cash in deposits with well-capitalized financial institutions with strong credit ratings in Canada and the United States. Under current concentrate offtake agreements, risk on trade receivables related to concentrate sales is managed by receiving payments for 85% to 100% of the estimated value of the concentrate within one month following the time of shipment.

As of June 30, 2019, the Company’s exposure to credit risk with respect to trade receivables amounts to $5.6 million (December 31, 2018: $6.1 million). The Company believes credit risk for Mexican Value Added Taxes of $0.7 million (December 31, 2018: $1.5 million) is not significant as they relate to current amounts receivable from Mexican taxation authorities. There is no significant provision recorded for expected credit losses at June 30, 2019 and December 31, 2018.

(ii)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they arise. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s liquidity requirements are met through a variety of sources, including cash, cash generated from operations, existing credit facilities and debt and equity capital markets. The Company’s trade payables have contractual maturities of less than 30 days and are subject to normal trade terms.

The following table presents the contractual maturities of the Company’s financial liabilities on an undiscounted basis:

	June 30, 2019
			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	17,173	$	17,173	$	-	$	-	$	-
Pre-payment facility		8,237		5,500		2,737		-		-
Interest on pre-payment facility		463		406		57		-		-
Convertible debenture		10,000		-		-		10,000		-
Interest on convertible debenture		2,257		602		1,200		455		-
Projected pension contributions		4,193		861		1,653		1,391		288
Decommissioning provision		6,047		50		616		-		5,381
Other long-term liabilities		701		-		103		89		509
	$	49,071	$	24,592	$	6,366	$	11,935	$	6,178

Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities as follows:

	June 30, 2019
				Less than									Over 5
	Total			1 year			2-3 years			4-5 years			years
Trade and other payables		$	292		$	292		$	-		$	-		$	-
Other long-term liabilities			453			-			364			89			-
		$	745		$	292		$	364		$	89		$	-

Page | 16

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The following table summarizes the continuity of the Company’s total lease liabilities discounted using an incremental borrowing rate of 8% applied during the period:

Balance as January 1, 2019	$	270
IFRS16 adoption		527
Lease principal payments		(109	)
Lease interest payments		(24	)
Accretion on lease liabilities		18
Balance as June 30, 2019	$	682

(iii)Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.

(1) Interest rate risk

The Company is subject to the interest rate risk of U.S. LIBOR rate plus 5% per annum from the existing pre-payment facility. Interest rates of other financial instruments are fixed.

(2) Currency risk

As at June 30, 2019, the Company is exposed to foreign currency risk through financial assets and liabilities denominated in CAD and Mexican pesos (“MXP”):

Financial instruments that may impact the Company’s net earnings or other comprehensive income due to currency fluctuations include CAD and MXP denominated assets and liabilities which are included in the following table:

	As at June 30, 2019
	CAD			MXP
Cash and cash equivalents		$	2,098		$	349
Trade and other receivables			227			830
Trade and other payables			2,016			6,178

As at June 30, 2019, the CAD/USD and MXP/USD exchange rates were 1.31 and 19.17, respectively. The sensitivity of the Company’s net income (loss) and comprehensive income (loss) due to changes in the exchange rates for the six-month period ended June 30, 2019 is included in the following table:

	CAD/USD			MXP/USD
	Exchange rate			Exchange rate
		+/- 10	%		+/- 10	%
Approximate impact on:
Net income	$	725		$	909
Other comprehensive income		(39	)		103

The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates.

At June 30, 2019, the Company had non-hedge foreign exchange forward contracts to buy approximately 96.0 million MXP at average exchange rate of 20.00 MXP/USD to be settled within the next year valued at approximately $4.8 million. The average forward exchange rate on settlement as at June 30, 2019 was approximately 19.50 MXP/USD with the currencies having a fair value of approximately $4.9 million.

Page | 17

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

Accordingly, the Company recorded an unrealized gain of nil through profit or loss during the six-month period ended June 30, 2019 (2018: unrealized gain of $0.1 million). During the three-month period ended June 30, 2019, the Company settled non-hedge foreign exchange forward contracts to buy approximately 60.0 million MXP (2018: nil) and recorded a realized gain of $0.2 million through profit or loss (2018: nil). During the six-month period ended June 30, 2019, the Company settled non-hedge foreign exchange forward contracts to buy approximately 120.0 million MXP (2018: 24.8 million MXP) and recorded a realized gain of $0.4 million through profit or loss (2018: realized loss of $0.1 million).

(3) Price risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments in the market. As at June 30, 2019, the Company had certain amounts related to the sales of concentrates that have only been provisionally priced. A ±10% fluctuation in silver, zinc, lead, copper and gold prices would affect trade receivables by approximately $0.6 million.

As June 30, 2019, the Company had non-hedge commodity forward contracts for approximately 10.9 million pounds of zinc at average price of $1.22 per pound to be settled within the next year valued at approximately $13.3 million. The average forward prices on settlement as at June 30, 2019 was approximately $1.15 per pound with the commodities having a fair value of approximately $12.5 million. Accordingly, the Company recorded an unrealized gain of $0.8 million through profit or loss during the six-month period ended June 30, 2019 (2018: unrealized gain of $0.1 million). During the three-month and six-month periods ended June 30, 2019, the Company settled non-hedge commodity forward contracts for approximately 1.4 million pounds of zinc (2018: 0.7 million pounds of zinc and 2.6 million pounds of lead) and recorded a realized loss of $0.1 million through profit or loss (2018: realized gain of $0.4 million).

Net amount of gain or loss on derivative instruments from non-hedge foreign exchange and commodity forward contracts recognized through profit or loss during the six-month period ended June 30, 2019 was gain of $1.1 million (2018: gain of $0.5 million). Total amount of gain or loss on derivative instruments including those recognized through profit or loss from the Company’s Convertible Debenture during the six-month period ended June 30, 2019 was loss of $0.6 million (2018: gain of $0.5 million).

b.   Fair values

The fair value of cash, restricted cash, trade and other payables, and other long-term liabilities approximate their carrying amounts. The methods and assumptions used in estimating the fair value of other financial assets and liabilities are as follows:

● Cash and cash equivalents: The fair value of cash equivalents is valued using quoted market prices in active markets. The Company’s cash equivalents consist of money market accounts held at financial institutions which have original maturities of less than 90 days.

● Trade and other receivables: The fair value of trade receivables from silver sales contracts that contain provisional pricing terms is determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, there is an embedded derivative feature within trade receivables.

● Convertible debenture:  The principal portion of the convertible debenture is carried at amortized cost.

● Embedded derivatives: Revenues from the sale of metals produced since the commencement of commercial production are based on provisional prices at the time of shipment. Variations between the price recorded at the time of sale and the actual final price received from the customer are caused by changes in market prices for metals sold and result in an embedded derivative in revenues and accounts receivable.

● Derivatives: The Company uses derivative and non-derivative instruments to manage financial risks, including commodity, interest rate, and foreign exchange risks. The use of derivative contracts is governed by documented risk management policies and approved limits. The Company does not use derivatives for speculative purposes. The fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments and at market prices at the valuation date.

Page | 18

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value:

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

● Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.

● Level 3 inputs are unobservable (supported by little or no market activity).

	June 30.		December 31,
	2019		2018
Level 1
Cash and cash equivalents	$	6,325	$	3,464
Restricted cash		3,992		681
Level 2
Trade and other receivables		6,715		7,712
Derivative instruments		5,034		35
Convertible loan receivable		-		1,977
Convertible loans payable		-		4,032
Convertible debenture		6,684		-
Pre-payment facility		8,237		11,110
Derivative warrant liability		-		711

20.   Segmented and geographic information, and major customers

a.   Segmented information

The Company’s operations comprise of four reporting segments engaged in acquisition, exploration, development and exploration of mineral resource properties in Mexico and the United States, including a recently acquired Pershing Gold segment (see Note 5). Management has determined the operating segments based on the reports reviewed by the chief operating decision makers that are used to make strategic decisions.

b.   Geographic information

All revenues from sales of concentrates for the three-month and six-month periods ended June 30, 2019, and 2018 were earned in Mexico and the United States. The following segmented information is presented as at June 30, 2019 and December 31, 2018, and for the three-month and six-month periods ended June 30, 2019 and 2018.

	As at June 30, 2019										As at December 31, 2018
	Cosalá Operations		Galena Complex		Relief Canyon		Corporate and Other		Total		Cosalá Operations		Galena Complex			Corporate and Other		Total
Cash and cash equivalents	$	3,552	$	485	$	23	$	2,265	$	6,325	$	3,305	$	(2	)	$	161	$	3,464
Trade and other receivables		5,021		1,467		-		227		6,715		6,353		1,274			85		7,712
Inventories		6,365		2,374		-		-		8,739		5,844		2,292			-		8,136
Prepaid expenses		595		431		308		648		1,982		506		535			206		1,247
Derivative instruments		-		-		-		873		873		-		-			-		-
Asset held-for-sale		7,723		-		-		-		7,723		6,925		-			-		6,925
Convertible loan receivable		-		-		-		-		-		-		-			1,922		1,922
Restricted cash		143		53		3,741		55		3,992		139		541			1		681
Property, plant and equipment		49,269		45,359		59,544		467		154,639		52,540		43,856			46		96,442
Deferred tax assets		-		626		-		-		626		-		626			-		626
Total assets	$	72,668	$	50,795	$	63,616	$	4,535	$	191,614	$	75,612	$	49,122		$	2,421	$	127,155

Page | 19

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

Trade and other payables	$	7,530		$	3,322		$	2,880		$	3,441		$	17,173		$	8,094		$	3,614		$	2,637		$	14,345
Derivative instruments		-			-			-			5,034			5,034			-			-			35			35
Convertible loans payable		-			-			-			-			-			-			-			2,972			2,972
Other long-term liabilities		-			605			-			96			701			-			632			57			689
Convertible debenture		-			-			-			6,684			6,684			-			-			-			-
Pre-payment facility		8,237			-			-			-			8,237			11,110			-			-			11,110
Post-employment benefit obligations		-			8,350			-			-			8,350			-			8,174			-			8,174
Decommissioning provision		1,837			2,183			1,231			-			5,251			1,760			2,031			-			3,791
Derivative warrant liability		-			-			-			-			-			-			-			711			711
Deferred tax liabilities		990			-			4,787			-			5,777			1,132			-			-			1,132
Total liabilities	$	18,594		$	14,460		$	8,898		$	15,255		$	57,207		$	22,096		$	14,451		$	6,412		$	42,959
	Three-month period ended June 30, 2019															Three-month period ended June 30, 2018
	Cosalá Operations			Galena Complex			Relief Canyon			Corporate and Other			Total			Cosalá Operations			Galena Complex			Corporate and Other			Total
Revenue	$	10,098		$	4,838		$	-		$	-		$	14,936		$	11,275		$	6,076		$	-		$	17,351
Cost of sales		(7,160	)		(7,570	)		-			-			(14,730	)		(5,577	)		(6,414	)		-			(11,991	)
Depletion and amortization		(2,483	)		(863	)		(52	)		(32	)		(3,430	)		(1,603	)		(780	)		(3	)		(2,386	)
Care and maintenance costs		(9	)		(92	)		-			-			(101	)		(22	)		(751	)		-			(773	)
Corporate general and administrative		-			-			-			(2,667	)		(2,667	)		-			-			(1,338	)		(1,338	)
Transaction costs		-			-			-			(1,180	)		(1,180	)		-			-			-			-
Exploration costs		(102	)		(98	)		(164	)		-			(364	)		(189	)		(17	)		-			(206	)
Accretion on decommissioning provision		(37	)		(11	)		(7	)		-			(55	)		(36	)		(13	)		-			(49	)
Interest and financing income (expense)		(170	)		15			7			(831	)		(979	)		(251	)		-			1			(250	)
Foreign exchange gain (loss)		(20	)		-			-			262			242			(49	)		-			11			(38	)
Gain on disposal of assets		-			-			-			-			-			855			-			-			855
Gain on derivative instruments		-			-			-			447			447			63			22			151			236
Loss on derivative warrant liability		-			-			-			(13	)		(13	)		-			-			-			-
Contingency on value added taxes		-			-			-			-			-			(125	)		-			-			(125	)
Income (loss) before income taxes		117			(3,781	)		(216	)		(4,014	)		(7,894	)		4,341			(1,877	)		(1,178	)		1,286
Income tax recovery (expense)		(101	)		-			-			-			(101	)		104			-			-			104
Net income (loss) for the period	$	16		$	(3,781	)	$	(216	)	$	(4,014	)	$	(7,995	)	$	4,445		$	(1,877	)	$	(1,178	)	$	1,390

	Six-month period ended June 30, 2019															Six-month period ended June 30, 2018
	Cosalá Operations			Galena Complex			Relief Canyon			Corporate and Other			Total			Cosalá Operations			Galena Complex			Corporate and Other			Total
Revenue	$	22,935		$	9,827		$	-		$	-		$	32,762		$	22,683		$	15,051		$	-		$	37,734
Cost of sales		(12,899	)		(14,301	)		-			-			(27,200	)		(11,193	)		(13,941	)		-			(25,134	)
Depletion and amortization		(5,002	)		(1,775	)		(52	)		(63	)		(6,892	)		(2,946	)		(1,650	)		(5	)		(4,601	)
Care and maintenance costs		(20	)		(177	)		-			-			(197	)		(22	)		(839	)		-			(861	)
Corporate general and administrative		-			-			-			(3,897	)		(3,897	)		-			-			(3,568	)		(3,568	)
Transaction costs		-			-			-			(2,157	)		(2,157	)		-			-			-			-
Exploration costs		(633	)		(169	)		(164	)		-			(966	)		(1,900	)		(89	)		-			(1,989	)
Accretion on decommissioning provision		(74	)		(23	)		(7	)		-			(104	)		(73	)		(23	)		-			(96	)
Interest and financing income (expense)		(370	)		15			7			(1,332	)		(1,680	)		(512	)		-			-			(512	)
Foreign exchange gain (loss)		70			-			-			213			283			(193	)		-			9			(184	)
Gain on disposal of assets		-			-			-			-			-			855			-			-			855
Gain (loss) on derivative instruments		-			-			-			(579	)		(579	)		63			165			375			603
Gain on derivative warrant liability		-			-			-			46			46			-			-			-			-
Contingency on value added taxes		-			-			-			-			-			(125	)		-			-			(125	)
Income (loss) before income taxes		4,007			(6,603	)		(216	)		(7,769	)		(10,581	)		6,637			(1,326	)		(3,189	)		2,122
Income tax expense		(227	)		-			-			-			(227	)		(209	)		-			-			(209	)
Net income (loss) for the period	$	3,780		$	(6,603	)	$	(216	)	$	(7,769	)	$	(10,808	)	$	6,428		$	(1,326	)	$	(3,189	)	$	1,913

Page | 20

Americas Silver Corporation

Notes to the condensed interim consolidated financial statements

For the three-month and six-month periods ended June 30, 2019 and 2018

(In thousands of U.S. dollars, unless otherwise stated, unaudited)

c.   Major customers

The Company sold concentrates to one customer during the three-month period ended June 30, 2019 (2018: two customers), with one customer accounting for 100% (2018: 65% and 35%) of revenues, respectively. For the six-month period ended June 30, 2019, the Company sold concentrated to one customer (2018: two customers), with one customer accounting for 100% (2018: 60% and 40%) of revenues, respectively.

21.   Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues for such items when a liability is both probable and the amount can be reasonably estimated.

In November 2010, the Company received a reassessment from the Mexican tax authorities related to its Mexican subsidiary, Minera Cosalá, for the year ended December 31, 2007. The tax authorities disallowed the deduction of transactions with certain suppliers for an amount of approximately $10.3 million (MXP 196.8 million), of which $4.4 million (MXP 84.4 million) would be applied against available tax losses. The Company appealed this reassessment and the Mexican tax authorities subsequently reversed $4.9 million (MXP 94.6 million) of their original reassessment. The remaining $5.3 million (MXP 102.2 million) consists of $4.4 million (MXP 84.4 million) related to transactions with certain suppliers and $0.9 million (MXP 17.8 million) of value added taxes thereon. The Company appealed the remaining reassessment with the Mexican Tax Court in December 2011. The Company may be required to post a bond of approximately $0.9 million (MXP 17.8 million) to secure the value added tax portion of the reassessment. The deductions of $4.4 million (MXP 84.4 million), if denied, would be offset by available tax losses. The Company accrued $1.0 million (MXP 19.9 million) in the consolidated financial statements as at December 31, 2018 as a probable obligation for the disallowance of value added taxes related to the Mexican tax reassessment.

22.   Subsequent events

On July 19, 2019, the Company’s previously announced agreement to sell its option for the right to acquire a 100% interest of the San Felipe property with Hochschild to Premier Gold Mines Ltd. (“Premier”) for total consideration of $10.8 million was terminated by Premier in accordance with the agreement terms.

On July 26, 2019, the Company closed a non-brokered private placement with Mr. Eric Sprott for gross proceeds of $10 million through issuance of 3,955,454 of the Company’s common shares priced at approximately $3.30 CAD per share.

Page | 21

EX-99.2

 Exhibit 99.2

AMERICAS SILVER CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

DATED AUGUST 12, 2019

Americas Silver Corporation

Management’s Discussion and Analysis

Table of Contents

Forward-Looking Statements	1
Management’s Discussion and Analysis	2
Overview	2
Recent Developments and Operational Discussion	3
Results of Operations	8
Summary of Quarterly Results	10
Liquidity	11
Capital Resources	12
Off-Balance Sheet Arrangements	12
Transactions with Related Parties	13
Risk Factors	13
Accounting Standards and Pronouncements	13
Financial Instruments	13
Capital Structure	13
Controls and Procedures	13
Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce	14

Unless otherwise indicated, in this Management Discussion and Analysis all reference to “dollar” or the use of the symbol “$” are to the United States of America dollar and all references to “C$” are to the Canadian dollar. Additionally, percentage changes in this Management Discussion and Analysis are based on dollar amounts before rounding.

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Forward-Looking Statements

Statements contained in this MD&A that are not current or historical factual statements may constitute forward-looking information or forward-looking statements within the meaning of applicable Canadian and United States securities laws. All statements other than statements of historical fact included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including without limitation, statements regarding any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements, estimates of mineral reserves and resources, the realization of mineral reserve estimates, impairment of mining interests and non-producing properties, the timing and amount of estimated future production, production guidance, costs of production, capital expenditures, costs and timing of development, success of exploration and development activities, permitting timelines, government regulation of mining operations, environmental risks, the going concern assumption, and the timing and possible outcomes of pending disputes or litigation, negotiations or regulatory investigations are or involve forward-looking statements. Although forward-looking statements contained in this MD&A are based on what management considers to be reasonable assumptions based on information currently available to it, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements, and management’s assumptions may prove to be incorrect. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates”, “assumes”, “believes”, “budget”, “could”, “estimates”, “expects”, “forecasts”, “guidance”, “indicates”, “intends”, “likely”, “may”, “objective”, “outlook”, “plans”, “potential”, “predicts”, “scheduled”, “should”, “target”, “trends”, “will”, or “would” or the negative or other variations of these words or other comparable words or phrases. This MD&A and its appendices, including those set out under “Risk Factors” in this MD&A, contain forward-looking statements including, but not limited to those relating to the Company. All such forward-looking statements are subject to important risks, uncertainties and assumptions. These statements are forward-looking because they are based on current expectations, estimates and assumptions. It is important to know that: (i) unless otherwise indicated, forward-looking statements in this MD&A and its appendices describe expectations as at the date hereof; (ii) actual results and events could differ materially from those expressed or implied in the forward-looking statements in this MD&A and its appendices, if known or unknown risks affect the respective businesses of the Company, or if their estimates or assumptions turn out to be inaccurate. As a result, the Company cannot guarantee that the results or events expressed or implied in any forward-looking statement will materialize, and accordingly, you are cautioned not to place undue reliance on these forward-looking statements; and (iii) the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, except in accordance with applicable securities laws. The Company has made a number of assumptions in making forward-looking statements in this MD&A and its appendices.

The list above is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the MD&A. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward‑looking statements.

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Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Management’s Discussion and Analysis

This MD&A of the results of operations, liquidity and capital resources of Americas Silver Corporation (the “Company”) constitutes management’s review of the Company’s financial and operating performance for the three and six months ended June 30, 2019, including the Company’s financial condition and future prospects. Except as otherwise noted, this discussion is dated August 12, 2019 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended June 30, 2019 and 2018. The unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2019 and 2018 are prepared in accordance with International Accounting Standards (“IAS”) 34 under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The Company prepared its latest financial statements in U.S. dollars and all amounts in this MD&A are expressed in U.S. dollars, unless otherwise stated. These documents along with additional information relating to the Company are available on SEDAR at www.sedar.com and on the Company’s website at www.americassilvercorp.com.

In this report, the management of the Company presents operating highlights for the three months ended June 30, 2019 (“Q2-2019”) compared to the three months ended June 30, 2018 (“Q2-2018”) and for the six months ended June 30, 2019 (“YTD-2019”) compared to the six months ended June 30, 2018 (“YTD-2018”) as well as comments on plans for the future. Throughout this MD&A, references to silver equivalent ounces produced are based on the average silver, zinc and lead realized metal prices during each respective period, except as otherwise noted.

Securities regulators encourage companies to disclose forward-looking information to help investors understand a company’s future prospects. This discussion contains statements about the Company’s future financial condition, results of operations and business. See page 1 of this report for more information on forward-looking statements.

The Company was incorporated under the Canada Business Corporations Act on May 12, 1998 and conducts mining exploration, development and production in the Americas.

Overview

The Company is a precious metals producer with operations in two of the world's leading silver regions: the Cosalá Operations in Sinaloa, Mexico and the Galena Complex in Idaho, USA. In addition, the Company is constructing the Relief Canyon gold-silver mine (“Relief Canyon”) in Nevada, USA, adding a significant development project to the production growth profile in 2020 and beyond.

In Sinaloa, Mexico, the Company operates the 100%-owned, producing, San Rafael silver-zinc-lead mine (“San Rafael”) after declaring commercial production in December 2017. Prior to that time, it operated the 100%-owned Nuestra Señora silver-zinc-copper-lead mine after commissioning the Los Braceros processing facility and declaring commercial production in January 2009. The Cosalá area land holdings also host several other known deposits, past-producing mines, and prospects including the Zone 120 silver-copper-gold deposit (“Zone 120”) and the El Cajón silver-copper deposit (“El Cajón”). These properties are located in close proximity to the Los Braceros processing plant.

In Idaho, USA, the Company operates the 100%-owned producing Galena Complex whose primary assets are the operating Galena mine, the Coeur mine, and the contiguous Caladay development project in the Coeur d’Alene Mining District of the northern Idaho Silver Valley. The Galena Complex has recorded production of over 230 million ounces of silver along with associated by-product metals of copper and lead over a modern production history of more than sixty years. The Coeur mine has been put on care and maintenance pending an improvement in the silver price.

Page | 2

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

In Nevada, USA, Relief Canyon is located approximately 95 miles northeast of Reno in Pershing County, Nevada. The past producing mine includes three historic open-pit mines and a heap-leach processing facility. The landholdings at Relief Canyon and the surrounding area cover over 11,700 hectares, providing the Company with the potential to expand the Relief Canyon deposit and to explore for new discoveries close to existing processing infrastructure.

The Company’s mission is to profitably expand its precious metals production through the development of its own projects and consolidation of complementary projects. The Company is focused on the construction of the expanded mining and heap leaching facilities at Relief Canyon in 2019. It is also focused on extending the mine life of its current assets through exploration, and charting a path to profitability at Galena. Exploration will continue evaluating early stage targets with an emphasis on the Relief Canyon area and the Cosalá District, and prospective areas near existing infrastructure at the Galena Complex.

The Company’s management and Board of Directors (the “Board”) are comprised of senior mining executives who have extensive experience identifying, acquiring, developing, financing, and operating precious metals deposits globally.  The head office of the Company is located at 145 King Street West, Suite 2870, Toronto, Ontario, Canada, M5H 1J8. The Company is a reporting issuer in the jurisdictions of Ontario, British Columbia, Alberta, and Quebec, and is listed on the TSX trading under the symbol “USA” and on the NYSE American trading under the symbol “USAS”.

Recent Developments and Operational Discussion

Q2-2019 Highlights

● Completion of the acquisition of Pershing Gold Corporation (“Pershing Gold”) on April 3, 2019. Construction at Relief Canyon is proceeding as expected with first gold pour projected in late Q4-2019.

● Consolidated production of 1.7 million silver equivalent ounces, an increase of 15% year-over-year, including 0.3 million silver ounces. Consolidated YTD-2019 production of 3.4 million silver equivalent ounces, an increase of 12% year-over-year, including 0.7 million silver ounces.

● Revenue of $15.0 million and net loss of $8.0 million for Q2-2019 or ($0.11) per share, a decrease of $2.3 million in revenue and an increase in net loss of $9.4 million compared to Q2-2018. The Company’s profitability was negatively impacted by lower silver, zinc and lead realized prices (down approximately 15% overall), higher treatment and refining charges, non-cash share-based payments in Q2-2019 after the close of the transaction, and non-reoccurring expenses related to the Pershing Gold acquisition.

● Consolidated by-product production totalling 11.2 million pounds of zinc and 7.2 million pounds of lead, representing increases of 27% and 16%, respectively.

● Cost of sales of $8.75/oz. equivalent silver, by-product cash cost¹ of $8.28/oz. silver, all-in sustaining cost¹ of $16.15/oz. silver for Q2-2019. YTD-2019 cost of sales of $7.91/oz. equivalent silver, by-product cash cost of $3.60/oz. silver, all-in sustaining cost¹ of $10.50/oz. silver.

● The Company had a cash balance of $6.3 million and working capital balance of $4.7 million as at June 30, 2019.

● Entered into financing agreements with Sandstorm Gold Ltd. (“Sandstorm”) for gross proceeds of approximately $42.5 million to fund the development of Relief Canyon.

● Closed a non-brokered private placement with Mr. Eric Sprott for gross proceeds of $10 million subsequent to Q2-2019 in July 2019.

^{__________________________________________________________}

¹ Cash cost per ounce and all-in sustaining cost per ounce are non-IFRS performance measures with no standardized definition. For further information and detailed reconciliations, please refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.

Page | 3

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Consolidated Operations

On April 3, 2019, the Company completed the Pershing Gold acquisition originally announced on September 28, 2018, after completing the shareholder vote on January 9, 2019 and final regulatory conditions on April 1, 2019. Subsequent to April 3, 2019, Pershing Gold is a wholly-owned subsidiary of the Company.

In connection with the closing of the Pershing Gold acquisition, the Company’s Board gave approval to commence construction of the expanded mining and heap leaching facilities at Relief Canyon. The capital cost to develop Relief Canyon to initial gold pour is estimated to be approximately $28 - $30 million (net of leasing arrangements) with an additional $8 million in working capital required to sustainable positive cash flow. Construction is proceeding as expected with preparation of the leach pad at 80% complete and installation of the liner has started. Mobilization of the mining contractor has commenced and fabrication work on the crusher and conveyors progressing to meet scheduled delivery in the third quarter. The Company expects to achieve first gold pour from Relief Canyon in late Q4-2019.

Consolidated silver equivalent production increased 15% to approximately 1.7 million ounces compared to production of 1.5 million ounces during Q2-2018 as the Company’s San Rafael mine at the Cosalá Operations continued to have another record quarter for Q2-2019. Consolidated silver production for Q2-2019 was 345,695 silver ounces, an increase of 15% compared to Q2-2018. The record results at the Cosalá Operations were driven by sustained improvements in mill throughput, grade, and metal recovery to concentrate. San Rafael increased tonnage by 13% and sustained an average milling rate of approximately 1,750 tonnes per operating day. Silver grade and recovery both increased by approximately 17% with by-product grades and recoveries also increasing. These improvements resulted in increases of 54%, 27% and 36% in silver, zinc and lead production when compared to Q2-2018.

These results were offset by a reduction in production at the Galena Complex as mining operations focused on development over production given the lower realized metal prices realized during the quarter. Underground development was prioritized gaining over 1,600 feet of advance in order to improve mining flexibility with new production areas established on the 2400 and 3200 levels.

Despite these operational advances, revenue was negatively impacted as precious and base metal prices decreased quarter-over-quarter and year-over-year in Q2-2019. The silver spot price decreased to an average of $14.89/oz. in Q2-2019 from an average of $16.53/oz. in Q2-2018. The zinc spot price decreased to an average of $1.25/lb. in Q2-2019 from an average of $1.41/lb. in Q2-2018, while lead spot price decreased to an average of $0.85/lb. in Q2-2019 from an average of $1.08/lb. in Q2-2018. Furthermore, treatment and refining charges increased by approximately $2.8 million or 45% over Q2-2018 as a result of changes in the zinc concentrate market.

The Company’s profitability was negatively impacted in Q2-2019 by non-reoccurring charges associated with the Pershing Gold acquisition, specifically transaction costs ($1.2 million), incremental interest and financing costs related to the convertible loans payable and convertible debenture ($0.9 million), and loss on derivative instruments associated with the convertible debenture ($1.6 million). Adjusting for the non-reoccurring charges, the net loss would have been approximately $4.3 million. Other variances, such as non-cash items in depletion and amortization ($3.4 million) and share-based payments ($1.3 million), are further discussed in the following sections.

In Q2-2019, consolidated costs of sales were $8.75/oz. equivalent silver, by-product cash costs were $8.28/oz. silver, and all-in sustaining costs were $16.15/oz. silver, representing year-over-year increases of 7% in cost of sales and approximately 200% for both by-product cash costs and all-in sustaining costs. The increase in by-product cash costs and all-in sustaining costs were primarily the result of lower realized metal prices recognized on zinc and lead and lower production at the Galena Complex.

Page | 4

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

On April 3, 2019, the Company entered into a $42.5 million financing package with Sandstorm which is anticipated to fully fund the development of Relief Canyon to production. The financing package consists of a $25 million precious metals delivery and purchase agreement for construction and development, a $10 million convertible debenture, and a subscription agreement for Sandstorm to purchase C$10 million of the Company’s common shares. The Company received the financing from the convertible debenture and subscription agreement during the second quarter of 2019 and expects to obtain advances from the $25 million precious metals delivery and purchase agreement during the third quarter of 2019. Further details on the Pershing Gold acquisition and Sandstorm financing package can be found on the Company’s website at www.americassilvercorp.com. The content of the Company’s website and information accessible through the website do not form part of this MD&A.

On April 3, 2019, the Company, along with Mr. Pierre Lassonde and two other lenders, mutually elected to convert the Company’s outstanding C$5.5 million convertible debentures into common shares of the Company in accordance with the terms of the agreement, resulting in the issuance of 2,763,518 of the Company’s common shares.

On April 3, 2019, the Company announced results of a Preliminary Feasibility Study (“PFS”) and initial mineral reserve estimate prepared internally for a combined operation at its 100% owned El Cajón and Zone 120 silver-copper deposits (“EC120”) located near Cosalá, Sinaloa, Mexico. The PFS highlights estimated probable mineral reserve of 2.9 million tonnes with a grade of 157 g/t silver and 0.42% copper,  containing 14.5 million ounces of silver and 26.5 million pounds of copper or average annual metal production of 2.5 million ounces of silver and 4.6 million pounds of copper over a 5-year mine life. EC120 has a pre-tax net present value of approximately $43 million and internal rate of return of 61% and an after-tax net present value of approximately $33 million and internal rate of return of 47%, all assuming a 5% discount rate. Initial capital expenditures are expected to be approximately $17 million, excluding working capital and pre-production operating costs net of revenue, with life of mine sustaining capital expected to be approximately $15 million. The base case economics for EC120 are presented at long-term consensus prices of $17.50/oz. silver and $3.00/lb. copper.  Permits are in place to allow development to begin, however due to market conditions the Company has not made a production decision. Readers are encouraged to read the related technical report in its entirety on the Company’s SEDAR profile at www.sedar.com and on the Company’s website at www.americassilvercorp.com.

Subsequent Events

On July 19, 2019, the Company’s previously announced agreement to sell its option for the right to acquire a 100% interest of the San Felipe property with Hochschild Mexico S.A. de C.V. to Premier Gold Mines Ltd. (“Premier”) for total consideration of $10.8 million was terminated by Premier in accordance with the agreement terms.

On July 26, 2019, the Company closed a non-brokered private placement with Mr. Eric Sprott for gross proceeds of $10 million through issuance of 3,955,454 of the Company’s common shares at approximately $3.30 CAD per share.

Page | 5

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Consolidated Results and Developments

		Q2-2019			Q2-2018		YTD-2019			YTD-2018
Revenues ($ M)	$	15.0		$	17.3		$	32.8		$	37.7
Silver Produced (oz)		345,695			301,711			739,519			698,746
Zinc Produced (lbs)		11,150,174			8,756,201			22,413,797			16,089,179
Lead Produced (lbs)		7,237,607			6,216,592			15,449,036			13,841,277
Total Silver Equivalent Produced (oz)1		1,683,358			1,462,170			3,438,197			3,075,881
Realized Silver Price ($/oz)	$	14.87		$	16.70		$	15.31		$	16.66
Realized Zinc Price ($/lb)	$	1.23		$	1.41		$	1.22		$	1.47
Realized Lead Price ($/lb)	$	0.86		$	1.10		$	0.89		$	1.14
Cost of Sales/Ag Eq Oz Produced ($/oz)	$	8.75		$	8.20		$	7.91		$	8.17
Cash Cost/Ag Oz Produced ($/oz)2	$	8.28		$	(6.15	)	$	3.60		$	(4.21	)
All-In Sustaining Cost/Ag Oz Produced ($/oz)2	$	16.15		$	5.40		$	10.50		$	5.84
Net Income (Loss) ($ M)	$	(8.0	)	$	1.4		$	(10.8	)	$	1.9
Comprehensive Income (Loss) ($ M)	$	(8.2	)	$	1.3		$	(11.4	)	$	2.1

¹ Throughout this MD&A, silver equivalent production was calculated based on average silver, zinc, and lead realized prices during each respective period.

² Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.

Consolidated silver production during Q2-2019 and YTD-2019 increased by 15% and 6%, respectively, when compared to Q2-2018 and YTD-2018, respectively, while consolidated silver equivalent production during Q2-2019 and YTD-2019 increased by 15% and 12%, respectively, when compared to Q2-2018 and YTD-2018, respectively. The increase in production was the result of increased milled tonnage, head grade, and metal recoveries at the Cosalá Operations with mill throughput increasing year-over-year with San Rafael sustaining an average milling rate of approximately 1,750 tonnes per operating day. The production increase was offset by focus on development over production at the Galena Complex given the lower realized metal prices realized during the quarter.

Revenues decreased by 13% during Q2-2019 and YTD-2019 primarily the result of lower metal prices for the Company’s commodities and higher zinc treatment and refining charges. The net loss increased by $9.4 million during Q2-2018, and increased by $12.7 million during YTD-2019. The increase in net loss during Q2 was primarily attributable to higher transaction costs, lower net revenue from decreased metal prices and increased industry-wide zinc treatment and refining charges, higher cost of sales, higher depletion and amortization, higher corporate general and administrative expenses, and lower gain on disposal of assets. These variances are further discussed in the following sections.

Realized silver prices of $14.87/oz. and $15.31/oz. for Q2-2019 and YTD-2019, respectively (Q2-2018 – $16.70/oz. and YTD-2018 – $16.66/oz., respectively), are comparable to the average London silver spot price of $14.89/oz. and $15.23/oz. for Q2-2019 and YTD-2018, respectively (Q2-2018 – $16.53/oz. and YTD-2018 – $16.65/oz., respectively). The realized silver prices decreased by 11% from Q2-2018 to Q2-2019 with realized zinc and lead prices both decreasing by 13% and 22%, respectively, during the period. Realized silver price is a measurement of gross silver revenues over silver ounces sold during the period, excluding unrealized mark-to-market gains and losses on provisional pricing and treatment and refining charges.

Page | 6

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Cosalá Operations

		Q2-2019			Q2-2018		YTD-2019			YTD-2018
Tonnes Milled		156,998			138,708			309,603			261,993
Silver Grade (g/t)		49			42			53			42
Zinc Grade (%)		3.90			3.63			4.03			3.53
Lead Grade (%)		1.60			1.39			1.71			1.39
Silver Recovery (%)		58.6			49.9			60.2			49.0
Zinc Recovery (%)		82.5			78.9			81.5			78.9
Lead Recovery (%)		73.0			70.2			74.4			70.5
Silver Produced (oz)		145,410			94,231			318,579			173,613
Zinc Produced (lbs)		11,150,174			8,756,201			22,413,797			16,089,179
Lead Produced (lbs)		4,052,559			2,982,316			8,678,792			5,661,801
Total Silver Equivalent Produced (oz)		1,300,009			1,041,246			2,622,054			1,989,327
Silver Sold (oz)		145,891			90,777			318,886			175,146
Zinc Sold (lbs)		10,799,762			8,504,845			21,664,166			15,764,467
Lead Sold (lbs)		4,056,487			2,907,680			8,739,182			5,745,167
Cost of Sales/Ag Eq Oz Produced ($/oz)	$	5.51		$	5.36		$	4.92		$	5.63
Cash Cost/Ag Oz Produced ($/oz)1	$	(18.27	)	$	(60.13	)	$	(24.90	)	$	(59.85	)
All-In Sustaining Cost/Ag Oz Produced ($/oz)1	$	(11.66	)	$	(41.66	)	$	(19.38	)	$	(39.20	)

¹ Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.

Strong results at the Cosalá Operations were driven by sustained improvements in head grade of both silver and by-product metals, mill throughput, and metal recovery to concentrate during the first half of 2019 with site expenditures meeting expectations. Ore production from the Main Zone benefited from the additional working headings compared to prior quarters providing greater operational flexibility. Development of the incline ramp toward San Rafael’s Upper Zone continues to advance with the expectation of accessing the area prior to the end of the year. Access to the Upper Zone will allow for further improvements in silver head grade in 2020. Head grades were largely consistent with the Mining Plan though they are expected to be slightly lower in the second half of 2019. Any potential reduction in head grades over the remainder of the year are expected to be largely offset by further gains in mill throughput and metal recovery.

Galena Complex

		Q2-2019		Q2-2018	YTD-2019		YTD-2018
Tonnes Milled		29,312		25,605		58,736		66,195
Silver Grade (g/t)		220		263		231		259
Lead Grade (%)		5.34		6.21		5.66		6.12
Silver Recovery (%)		96.4		96.0		96.3		95.3
Lead Recovery (%)		92.3		92.3		92.4		91.6
Silver Produced (oz)		200,285		207,480		420,940		525,133
Lead Produced (lbs)		3,185,048		3,234,276		6,770,244		8,179,476
Total Silver Equivalent Produced (oz)		383,349		420,924		816,143		1,086,554
Silver Sold (oz)		208,575		220,894		415,743		541,174
Lead Sold (lbs)		3,409,368		3,445,159		6,691,944		8,502,903
Cost of Sales/Ag Eq Oz Produced ($/oz)	$	19.75	$	15.24	$	17.52	$	12.83
Cash Cost/Ag Oz Produced ($/oz)1	$	27.55	$	18.36	$	25.18	$	14.18
All-In Sustaining Cost/Ag Oz Produced ($/oz)1	$	36.35	$	26.77	$	33.11	$	20.72

¹ Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.

Page | 7

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

As previously noted in Q1-2019, two high-tonnage stopes were impacted by separate ground falls in late Q1-2019 with follow-on impact in Q2-2019. The remaining active stopes were unable to replace the tonnage loss associated with the impacted areas. Silver and silver equivalent production decreased by 3% and 9%, respectively, year-over-year. Both cash costs and AISC increased significantly due to the noted lower production and lower lead prices during the quarter. 

In order to improve mining flexibility, the Galena team prioritized underground development and gained over 1,600 feet of advance during Q2-2019. New production areas were established on the 2400 and 3200 levels. In addition, ongoing exploration activities continue to yield encouraging results which could benefit production in the near term. Specifically, drilling on the 4900 level has identified new zones of mineralization (129 and 130 Veins) near existing infrastructure and further extended the strike and vertical extent of known resources (137, 146, 167, 168 and 168HW Veins).

Guidance

The Company’s guidance for 2019 remains at production of 1.6 - 2.0 million silver ounces and 6.6 - 7.0 million silver equivalent ounces at cost of sales of $8.00 to $10.00/oz. equivalent silver, cash costs of $4.00 to $6.00/oz. silver, and all-in sustaining costs of $10.00 to $12.00/oz. silver, including budgeted capital of $10 - $11 million for the existing operations.

The capital cost to develop Relief Canyon to initial gold pour is estimated to be approximately $28 - $30 million (net of leasing costs) with an additional $8 million in working capital required to sustainable positive cash flow. The Company expects to achieve first gold pour from Relief Canyon in late Q4-2019.

Results of Operations

Analysis of the three months ended June 30, 2019 vs. the three months ended June 30, 2018

The Company recorded net loss of $8.0 million for the three months ended June 30, 2019 compared to net income of $1.4 million for the three months ended June 30, 2018. The increase in net loss was primarily attributable to lower net revenue from decreased metal prices and increased treatment and refining charges ($2.3 million), higher cost of sales ($2.7 million), higher depletion and amortization ($1.0 million), higher corporate general and administrative expenses ($1.3 million), transaction costs ($1.2 million), higher interest and financing expense ($0.7 million), and lower gain on disposal of assets ($0.9 million), offset by lower care and maintenance costs ($0.7 million), each of which are described in more detail below.

Revenue decreased by $2.3 million or 14%. At the Galena Complex, revenue decreased by $1.2 million due to lower realized commodity price. Revenue fell by $1.1 million at the Cosalá Operations due to lower silver, zinc and lead prices. There were also significant increases in treatment and refining charges on zinc concentrates.  The average treatment charges increased from approximately $61/tonne to over $234/tonne year-over-year.

Cost of Sales increased by $2.7 million or 23%. This increase was primarily due to a $1.6 million increase in cost of sales from the Cosalá Operations, which was mainly due to the increase in ore production and processing during the period. The increase was also due to a $1.1 million increase in cost of sales from the Galena Complex mainly due to the increase in ore production and processing during the period as well as costs being reduced during a 17-day care and maintenance period in Q2-2018.

Depletion and amortizationincreased by $1.0 million primarily due to San Rafael achieving its goal of sustaining a milling rate of over 1,700 tonnes per day in late 2018, which resulted in a higher depletion rate based on units of production compared to prior period when San Rafael was ramping up its milling rate.

Care and maintenance costs decreased by $0.7 million due to the Galena Complex being on care and maintenance during the second quarter of 2018 for a 17-day shutdown period as repairs were performed and completed to its hoist brake mechanism.

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Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Corporate general and administrative expenses increased by $1.3 million due to the timing of share-based payments to the Board and management. These payments were made during Q1 in prior years.

Transaction costsof $1.2 million were incurred due to higher legal, accounting, and regulatory charges associated with the Pershing Gold acquisition and financing arrangements.

Interest and financing expenseincreased by $0.7 million due to interest and deferred costs related to the Company’s convertible loans payable and convertible debenture during the period.

Gain on disposal of assets decreased by $0.9 million primarily due to proceeds received in the second quarter of 2018 through an insurance claim for equipment damaged from mining operations during fiscal 2017.

Analysis of the six months ended June 30, 2019 vs. the six months ended June 30, 2018

The Company recorded net loss of $10.8 million for the six months ended June 30, 2019 compared to net income of $1.9 million for the six months ended June 30, 2018. The increase in net loss was primarily attributable to lower net revenue from decreased metal prices and increased treatment and refining charges ($4.9 million), higher cost of sales ($2.1 million), higher depletion and amortization ($2.3 million), transaction costs ($2.2 million), higher interest and financing expense ($1.2 million), lower gain on disposal of assets ($0.9 million), and higher loss on derivative instruments ($1.2 million), offset by lower care and maintenance costs ($0.7 million), and lower exploration costs ($1.0 million), each of which are described in more detail below.

Revenue decreased by $4.9 million due to decreases in silver and lead revenue at the Galena Complex resulting from both lower realized commodity prices and reduced metal production related to unplanned maintenance and the ground fall in Q1 2019. This was partially offset by $0.3 million in increased silver and by-product revenues from increased production of all metals at the Cosalá Operations, despite reductions in silver, zinc and lead prices between the periods. There were also significant increases in treatment and refining charges on zinc concentrates at Cosalá with the average treatment charges on the spot market increasing from approximately $60/tonne to over $225/tonne year-over-year.

Cost of Sales increased by $2.1 million primarily due to a $1.7 million increase in cost of sales from the Cosalá Operations, which was mainly due to the increase in ore production and processing during the period. The increase was also due to a $0.4 million increase in cost of sales from the Galena Complex mainly due to the increase in salaries and employee benefits at the mine operations during the period.

Depletion and amortizationincreased by $2.3 million due to San Rafael achieving its goal of sustaining a milling rate of over 1,700 tonnes per day in late 2018. This increase in tonnage resulted in a higher depletion rate based on units of production compared to prior period when San Rafael was ramping up its milling rates.

Care and maintenance costs decreased by $0.7 million due to the Galena Complex being on care and maintenance for a 17-day shutdown period as repairs were performed and completed to its brake mechanism during the second quarter of 2018.

Transaction costsof $2.2 million were incurred during the six months ended June 30, 2019 consisting of legal, accounting, and regulatory charges associated with the Pershing Gold acquisition and financing arrangements.

Exploration costsdecreased by $1.0 million due to decreased Zone 120 exploration drilling at the Cosalá Operations when comparing the periods.

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Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Interest and financing expenseincreased by $1.2 million due to interest and deferred costs related to the Company’s convertible loans payable and convertible debenture during the period.

Gain on disposal of assets decreased by $0.9 million due to proceeds received in the second quarter of 2018 through an insurance claim for equipment damaged from mining operations during fiscal 2017.

Loss on derivative instrumentsincreased by $1.2 million due to unrealized losses recognized from derivative instruments embedded within the Company’s convertible debenture conversion option partially offset by net gains from non-hedge foreign exchange and commodity forward contracts.

Summary of Quarterly Results

The following table presents a summary of the consolidated operating results for each of the most recent eight quarters ending with June 30, 2019.

		Q2			Q1			Q4			Q3			Q2			Q1			Q4			Q3
		2019			2019			2018			2018			2018			2018			2017			2017
Revenues ($ M)	$	15.0		$	17.8		$	18.9		$	11.8		$	17.3		$	20.4		$	12.1		$	9.8
Net Income (Loss) ($ M)		(8.0	)		(2.8	)		(6.8	)		(5.8	)		1.4			0.5			(1.4	)		(2.8	)
Comprehensive Income (Loss) ($ M)		(8.2	)		(3.2	)		(6.2	)		(5.8	)		1.3			0.8			(1.8	)		(2.9	)
Silver Produced (oz)		345,695			393,824			395,294			323,497			301,711			397,035			409,545			564,833
Zinc Produced (lbs)		11,150,174			11,263,623			10,223,692			7,906,601			8,756,201			7,332,978			4,895,670			1,433,961
Lead Produced (lbs)		7,237,607			8,211,429			9,088,862			7,536,660			6,216,592			7,624,685			7,427,357			5,369,482
Copper Produced (lbs)		-			-			-			-			-			-			78,541			507,285
Cost of Sales/Ag Eq Oz Produced ($/oz)	$	8.75		$	7.11		$	7.87		$	9.08		$	8.20		$	8.14		$	10.16		$	9.17
Cash Cost/Ag Oz Produced ($/oz)1	$	8.28		$	(0.50	)	$	1.14		$	4.95		$	(6.15	)	$	(2.73	)	$	8.75		$	12.61
All-In Sustaining Cost/Ag Oz Produced ($/oz)1	$	16.15		$	5.54		$	11.78		$	15.94		$	5.40		$	6.17		$	14.20		$	15.92
Current Assets (qtr. end) ($ M)	$	32.4		$	32.5		$	29.4		$	19.0		$	25.8		$	25.8		$	26.2		$	27.0
Current Liabilities (qtr. end) ($ M)		27.7			27.3			23.0			15.8			13.7			14.9			14.4			12.1
Working Capital (qtr. end) ($ M)		4.7			5.2			6.4			3.2			12.1			10.9			11.8			14.9
Total Assets (qtr. end) ($ M)	$	191.6		$	129.6		$	127.2		$	125.8		$	130.5		$	128.8		$	126.8		$	126.1
Total Liabilities (qtr. end) ($ M)		57.2			46.5			43.0			36.1			35.6			38.3			38.8			38.6
Total Equity (qtr. end) ($ M)		134.4			83.1			84.2			89.7			94.9			90.5			88.0			87.5

¹ Refer to “Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce” section in this MD&A.

Page | 10

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Liquidity

The change in cash since December 31, 2018 can be summarized as follows (in millions of U.S. dollars):

Opening cash balance as at December 31, 2018	$	3.5
Cash used in operations		(0.2	)
Expenditures on property, plant and equipment		(4.9	)
Development costs on Relief Canyon		(5.5	)
San Felipe property option payment		(0.7	)
Repayments to pre-payment facility		(2.9	)
Investment in convertible loan receivable		(0.8	)
Cash received from bond on decommissioning costs		0.4
Financing from convertible debenture		10.0
Share issuance from subscription agreement		7.4
Proceeds from exercise of options and warrants		2.4
Decrease in trade and other receivables		1.0
Change in inventories		(0.6	)
Increase in trade and other payables		(2.2	)
Effect of foreign exchange rate changes		(0.6	)
Closing cash balance as at June 30, 2019	$	6.3

The Company’s cash balance increased from $3.5 million to $6.3 million mainly due to financing from convertible debenture and subscription agreement with Sandstorm, and proceeds from exercise of options and warrants, offset by expenditures of property, plant and equipment at both Cosalá Operations and Galena Complex, development costs on Relief Canyon, and repayments on outstanding pre-payment facility with Glencore. Current liabilities as at June 30, 2019 were $27.7 million which is $4.7 million higher than at December 31, 2018 mainly due to increase in trade and other payables during the period and increased derivative liability associated with the Sandstorm convertible debenture.

The Company operates in a cyclical industry where cash flow has historically been correlated to market prices for commodities. The Company’s cash flow is dependent upon its ability to achieve profitable operations, obtain adequate equity or debt financing, or, alternatively, dispose of its non-core properties on an advantageous basis to fund its near-term operations, development and exploration plans, while meeting production targets at current commodity price levels. Management evaluates viable financing alternatives to ensure sufficient liquidity including debt instruments, concentrate offtake agreements, sales of non-core assets, private equity financing, sale of royalties on its properties, metal streaming arrangements, and the issuance of equity. The Company believes that it has sufficient cash flow to fund its 2019 operations, development, and exploration plans while meeting production targets at current commodity price levels. In the longer term, as the Cosalá Operations and Galena Complex are optimized, Relief Canyon achieves sustaining cash flow, and the outlook for gold, silver, zinc, copper, and lead prices remain positive, the Company believes that cash flows will be sufficient to fund ongoing operations.

The Company’s financial instruments consist of cash, trade receivables, restricted cash, trade and other payables, and other long-term liabilities. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. The Company is not exposed to significant interest or credit risk arising from financial instruments. The majority of the funds of the Company are held in accounts at major banks in Canada, Mexico and the United States.

The Company’s liquidity has been, and will continue to be, impacted by pension funding commitments as required by the terms of the defined benefit pension plans offered to both its hourly and salaried workers at the Galena Complex (see note 12 in the audited consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2018). Although both pension plans are under-funded due to actuarial losses incurred from market conditions and changes in discount rates, the Company intends to fund to the minimum levels required by applicable law. The Company currently estimates total annual funding requirements for both Galena Complex pension plans to be approximately $0.7 million per year for each of the next 5 years, with approximately $0.5 million to spend for the remainder of 2019 (as of August 12, 2019).

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Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Capital Resources

The Company’s cash flow is dependent on delivery of its concentrates to market. The Company’s contracts with the concentrate purchasers provide for provisional payments based on timing of concentrate deliveries. The Company has not had any problems collecting payments from concentrate purchasers in a reliable and timely manner and expects no such difficulties in the foreseeable future. However, this cash flow is dependent on continued mine production which can be subject to interruption for various reasons including fluctuations in metal prices and concentrate shipment difficulties. Additionally, unforeseen cessation in the counterparty’s capabilities could severely impact the Company’s capital resources.

The Company made capital expenditures of $10.4 million during the six months ended June 30, 2019 and $8.1 million for the same period of 2018, of which $4.7 million was spent towards drilling and underground development costs, while $5.7 million was spent on purchase of property, plant and equipment. The Company expects funding of fiscal 2019 capital expenditures other than Relief Canyon to be provided from internally-generated, operating cash flow from the San Rafael mine.

The following table sets out the Company’s contractual obligations as of June 30, 2019:

			Less than						Over 5
	Total		1 year		2-3 years		4-5 years		years
Trade and other payables	$	17,173	$	17,173	$	-	$	-	$	-
Pre-payment facility		8,237		5,500		2,737		-		-
Interest on pre-payment facility		463		406		57		-		-
Convertible debenture		10,000		-		-		10,000		-
Interest on convertible debenture		2,257		602		1,200		455		-
Projected pension contributions		4,193		861		1,653		1,391		288
Decommissioning provision		6,047		50		616		-		5,381
Other long-term liabilities		701		-		103		89		509
Total	$	49,071	$	24,592	$	6,366	$	11,935	$	6,178

1 – Minimum lease payments in respect to lease liabilities are included in trade and other payables and other long-term liabilities. Further details available in Note 19 of the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2019.

2 – Certain of these estimates are dependent on market conditions and assumed rates of return on assets. Therefore, the estimated obligation of the Company may vary over time.

Off-Balance Sheet Arrangements

As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

Page | 12

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Transactions with Related Parties

There were no related party transactions for the six months ended June 30, 2019.

Risk Factors

The Company manages a number of risks to achieve an acceptable level of risk without appreciably hindering its ability to maximize returns. Management has procedures in place to identify and manage significant operational and financial risks. A discussion of risk factors relating to the Company is found under the heading “Risk Factors” in the Company’s Annual Information Form dated March 29, 2019 and its MD&A for the year ended December 31, 2018 dated March 4, 2019. Each of the discussions referred to above is incorporated by reference herein. The documents referred to above are available on SEDAR at www.sedar.com.

Accounting Standards and Pronouncements

Accounting standards issued but not yet applied

There have been no new accounting pronouncements issued in the first six months of 2019 that are expected to impact the Company. For a summary of recent pronouncements, see note 3 in the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2019.

Financial Instruments

The Company may, from time to time, employ derivative financial instruments to manage exposure to fluctuations in foreign currency exchange rates and commodity prices.

At June 30, 2019, the Company had non-hedge foreign exchange forward contracts to buy approximately 96.0 million MXP at average exchange rate of 20.00 MXP/USD to be settled within the next year valued at approximately $4.8 million. The average forward exchange rate on settlement as at June 30, 2019 was approximately 19.50 MXP/USD with the currencies having a fair value of approximately $4.9 million.

As June 30, 2019, the Company had non-hedge commodity forward contracts for approximately 10.9 million pounds of zinc at average price of $1.22 per pound to be settled within the next year valued at approximately $13.3 million. The average forward prices on settlement as at June 30, 2019 was approximately $1.15 per pound with the commodities having a fair value of approximately $12.5 million.

Capital Structure

The Company is authorized to issue an unlimited number of common and preferred shares, where each common share provides the holder with one vote while preferred shares are non-voting. As at June 30, 2019, there were 78,532,179 common shares and 3,678,135 preferred shares issued and outstanding.

As at August 12, 2019, there were 82,507,633 common shares and 3,678,135 preferred shares issued and outstanding, and 5,888,500 options outstanding which are exchangeable in common shares of the Company. The number of common shares issuable on the exercise of warrants is 5,087,014.

Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR"), as those terms are defined in National Instrument 52‐109 ‐ Certification of Disclosure in Issuers’ Annual and Interim Filings ("NI 52‐109").

Page | 13

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

The Company’s DC&P are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way and that they provide the Company with assurance that the financial reporting is accurate.

ICFR means a process by or under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

As at June 30, 2019, the Company’s CEO and CFO have certified that the DC&P are effective and that during the quarter ended June 30, 2019, the Company did not make any material changes in the ICFR that materially affected or are reasonably likely to materially affect the Company’s ICFR.

The internal controls are not expected to prevent and detect all misstatements due to error or fraud.

In accordance with NI 52-109, the Company has limited the scope of the Company’s design of DC&P and ICFR to exclude controls, policies and procedures of Pershing Gold being acquired not more than 365 days before the end of June 30, 2019.

Non-IFRS Measures: Cash Cost per Ounce and All-In Sustaining Cost per Ounce

The Company reports cash cost per ounce and all-in sustaining cost per ounce of silver produced, non-IFRS measures, in accordance with measures widely reported in the silver mining industry as a benchmark for performance measurement. Management uses these measures internally to better assess performance trends and understands that a number of investors, and others who follow the Company’s performance, also assess performance in this manner.

These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning and may differ from methods used by other companies with similar descriptions. The methods do not include depletion, depreciation, exploration or corporate administrative costs and is therefore not directly reconcilable to costs as reported under International Financial Reporting Standards. All-in sustaining cost is the silver mining industry cash cost plus all development, capital expenditures, and exploration spending.

		Q2 2019			Q2-2018		YTD-2019			YTD-2018
Cost of sales ('000)	$	14,730		$	11,991		$	27,200		$	25,134
Non-cash costs ('000)1		(597	)		(97	)		210			(256	)
Direct mining costs ('000)	$	14,133		$	11,894		$	27,410		$	24,878
Smelting, refining and royalty expenses ('000)		5,610			2,955			10,699			6,428
Less by-product credits ('000)		(16,882	)		(16,705	)		(35,444	)		(34,247	)
Total cash costs ('000)	$	2,861		$	(1,856	)	$	2,665		$	(2,941	)
Divided by silver produced (oz)		345,695			301,711			739,519			698,746
Silver cash costs ($/oz)	$	8.28		$	(6.15	)	$	3.60		$	(4.21	)

Page | 14

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Reconciliation of Cosalá Operations Cash Cost per Ounce
		Q2 2019			Q2-2018		YTD-2019			YTD-2018
Cost of sales ('000)	$	7,160		$	5,577		$	12,899		$	11,193
Non-cash costs ('000)1		(232	)		78			5			(57	)
Direct mining costs ('000)	$	6,928		$	5,655		$	12,904		$	11,136
Smelting, refining and royalty expenses ('000)		4,774			2,163			8,959			4,173
Less by-product credits ('000)		(14,359	)		(13,484	)		(29,797	)		(25,699	)
Total cash costs ('000)	$	(2,657	)	$	(5,666	)	$	(7,934	)	$	(10,390	)
Divided by silver produced (oz)		145,410			94,231			318,579			173,613
Silver cash costs ($/oz)	$	(18.27	)	$	(60.13	)	$	(24.90	)	$	(59.85	)

Reconciliation of Galena Complex Cash Cost per Ounce
		Q2 2019			Q2-2018		YTD-2019			YTD-2018
Cost of sales ('000)	$	7,570		$	6,414		$	14,301		$	13,941
Non-cash costs ('000)1		(365	)		(175	)		205			(199	)
Direct mining costs ('000)	$	7,205		$	6,239		$	14,506		$	13,742
Smelting, refining and royalty expenses ('000)		836			792			1,740			2,255
Less by-product credits ('000)		(2,523	)		(3,221	)		(5,647	)		(8,548	)
Total cash costs ('000)	$	5,518		$	3,810		$	10,599		$	7,449
Divided by silver produced (oz)		200,285			207,480			420,940			525,133
Silver cash costs ($/oz)	$	27.55		$	18.36		$	25.18		$	14.18

Reconciliation of Consolidated All-In Sustaining Cost per Ounce
		Q2 2019		Q2-2018		YTD-2019		YTD-2018
Total cash costs ('000)	$	2,861	$	(1,856	)	$	2,665	$	(2,941	)
Capital expenditures ('000)		2,602		3,467			4,903		6,929
Exploration costs ('000)		121		17			197		90
Total all-in sustaining costs ('000)	$	5,584	$	1,628		$	7,765	$	4,078
Divided by silver produced (oz)		345,695		301,711			739,519		698,746
Silver all-in sustaining costs ($/oz)	$	16.15	$	5.40		$	10.50	$	5.84

Reconciliation of Cosalá Operations All-In Sustaining Cost per Ounce
		Q2 2019			Q2-2018		YTD-2019			YTD-2018
Total cash costs ('000)	$	(2,657	)	$	(5,666	)	$	(7,934	)	$	(10,390	)
Capital expenditures ('000)		936			1,740			1,732			3,585
Exploration costs ('000)		24			-			29			-
Total all-in sustaining costs ('000)	$	(1,697	)	$	(3,926	)	$	(6,173	)	$	(6,805	)
Divided by silver produced (oz)		145,410			94,231			318,579			173,613
Silver all-in sustaining costs ($/oz)	$	(11.66	)	$	(41.66	)	$	(19.38	)	$	(39.20	)

Page | 15

Americas Silver Corporation

Management’s Discussion & Analysis

For the three and six months ended June 30, 2019

Reconciliation of Galena Complex All-In Sustaining Cost per Ounce
		Q2 2019		Q2-2018	YTD-2019		YTD-2018
Total cash costs ('000)	$	5,518	$	3,810	$	10,599	$	7,449
Capital expenditures ('000)		1,666		1,727		3,171		3,344
Exploration costs ('000)		97		17		168		90
Total all-in sustaining costs ('000)	$	7,281	$	5,554	$	13,938	$	10,883
Divided by silver produced (oz)		200,285		207,480		420,940		525,133
Silver all-in sustaining costs ($/oz)	$	36.35	$	26.77	$	33.11	$	20.72

¹ Non-cash costs consist of non-cash related charges to cost of sales including inventory movements and write-downs to net realizable value of concentrates, ore stockpiles, and spare parts and supplies.

Page | 16

EX-99.3

 Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Darren Blasutti, Chief Executive Officer of Americas Silver Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Silver Corporation(the “issuer”) for the interim period ended June 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design:  The issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019and ended on June 30, 2019that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2019

“Darren Blasutti”

Darren Blasutti

President & Chief Executive Officer

EX-99.4

 Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE

I, Warren Varga, Chief Financial Officer of Americas Silver Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Americas Silver Corporation(the “issuer”) for the interim period ended June 30, 2019.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations framework.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design:  The issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i) N/A;

(ii) N/A; or

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2019and ended on June 30, 2019that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2019

“Warren Varga”

Warren Varga

Chief Financial Officer