EX-99.3 4 usas_ex993.htm FORM OF PROXY usas_ex993.htm

EXHIBIT 99.3

 

 

 

 

 

 

Security Class

 

 

 

 

 

Holder Account Number

 

 

 

 

 

 

 

 

 

Fold

 

Form of Proxy - Annual General and Special Meeting to be held on June 25, 2024

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1.

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

 

2.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

 

 

3.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

 

4.

If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

 

 

5.

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

 

 

6.

The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

 

7.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

 

 

8.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

 

 

 

 

 

Fold

 

Proxies submitted must be received by 10:00 am, Eastern Daylight Time, on June 21, 2024.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

 

Call the number listed BELOW from a touch tone telephone.

 

Go to the following web site:

www.investorvote.com 

 

 

You can enroll to receive future securityholder communications electronically by visiting

 

1-866-732-VOTE (8683) Toll Free

 

Smartphone?

 

 

 

www.investorcentre.com.

 

 

 

 

Scan the QR code to vote now.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

If you vote by telephone or the Internet, DO NOT mail back this proxy.

 

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

 

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

 

 

 

 

Appointment of Proxyholder

 

 

 

 

 

 

I/We being holder(s) of securities of Americas Gold and Silver Corporation (the “Company”) hereby appoint: Darren Blasutti, President & Chief Executive Officer, or failing this person, Warren Varga, Chief Financial Officer, or failing this person, Peter McRae, Sr. Vice President, Corporate Affairs & Chief Legal Officer (the "Management Nominees")

 

OR

 

Print the name of the person

you are appointing if this person

is someone other than the

Management Nominees listed

herein.

 

 

 

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at 200 King Street West, Main Lobby, The Green Room, Toronto, Ontario on June 25, 2024 at 10:00 am, Eastern Daylight Time and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 

 

 

1. Election of Directors

 

For

Against

 

For

Against

 

For

Against

 

 

 

 

 

 

 

 

 

 

 

01. Darren Blasutti

02. Christine Carson

03. Alex Davidson

 

 

 

 

 

 

 

 

 

 

Fold

04. Alan Edwards

05. Bradley Kipp  

06. Gordon Pridham

 

 

 

 

 

 

 

 

 

 

 

07. Manuel Rivera 

08. Lorie Waisberg

 

 

 

 

 

 

For

Withhold

 

 

 

 

 

2. Appointment of Auditors

 

 

 

Appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

 

 

 

 

 

 

For

Against

 

 

 

 

 

3. Share Issuance Resolution

 

 

 

 

 

 

 

FOR” the adoption of an ordinary resolution (the “Share Issuance Resolution”) approving the issuance of up to 27,500,000 Common Shares, (being Common Shares potentially issuable in excess of 25% of the issued and outstanding Common Shares of the Company from the date of the original transaction), in accordance with the rules and regulations of the Toronto Stock Exchange (the “TSX”) in connection with a series of senior secured convertible debentures dated June 12, 2023 (as subsequently amended and restated) .

 

 

 

 

 

 

 

 

Fold

 

 

 

 

Signature of Proxyholder

 

Signature(s)  

 

Date

 

 

 

 

 

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

 

 

 

 

 

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders' meeting. _____/_____/_____

 

 

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

 

B Q H Q

3 6 5 4 7 6

A R 2