To: COMPUTERSHARE INVESTOR SERVICES INC. (“Computershare”) And To: GATOS SILVER, INC. (“Gatos”) And To: FIRST MAJESTIC SILVER CORP. (“First Majestic”) This letter of transmittal (the “Letter of Transmittal”) is submitted by the undersigned in connection with the Agreement and Plan of Merger (the “Me
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
Telephone 1-800-564-6253
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To: COMPUTERSHARE INVESTOR SERVICES INC. (“Computershare”)
And To: GATOS SILVER, INC. (“Gatos”)
And To: FIRST MAJESTIC SILVER CORP. (“First Majestic”)
This letter of transmittal (the “Letter of Transmittal”) is submitted by the undersigned in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 5, 2024, by and among Gatos, First
Majestic and Ocelot Transaction Corporation, a direct wholly owned subsidiary of CPRL (“Surviving Merger Sub”) and Cygnus Merger Sub 2 Corporation, a direct wholly owned subsidiary of First Majestic (“Merger Sub”). On
the terms and subject to the conditions set forth in the Merger Agreement, at the effective time (the “Effective Time”), Merger Sub will merge with and into Gatos, with Gatos surviving as a direct, wholly owned subsidiary of First
Majestic.
At the Effective Time, each share of common stock, par value $0.001 per share, of Gatos (“Gatos Common Stock”) issued and outstanding immediately prior to the Effective Time that you own will be converted into the right to
receive (a) 2.55 First Majestic common shares and (b) cash in lieu of fractional common shares, without interest (the “Cash Consideration” and, collectively, the “Merger Consideration”).
The total number of shares of Gatos Common Stock held by the undersigned as of the Effective Date is indicated at the top of this form, and is referred to herein as the “Surrendered Common Stock”. The shares of Surrendered
Common Stock include shares held in certificated form and, if applicable, shares of Gatos Common Stock held by the undersigned in book-entry form. The holder of shares of Surrendered Common Stock will receive the Merger
Consideration per share of Surrendered Common Stock upon receipt by Computershare at an address listed below of this duly completed Letter of Transmittal, together with all required accompanying documentation, as described
herein.
The undersigned, by the execution of this Letter of Transmittal, hereby represents that the undersigned (i) is the registered holder of the shares of Surrendered Common Stock; (ii) has good title to the said shares of Surrendered
Common Stock, free and clear of all mortgages, liens, hypothecs, charges, encumbrances, security interests and adverse claims; (iii) has full power and authority to execute and deliver this Letter of Transmittal; and (iv) has full
power and authority to surrender, deposit, sell, assign, transfer and deliver the shares of Surrendered Common Stock.
1. Gatos Common Stock Held:
The undersigned hereby surrenders the below listed shares of Gatos Common Stock in return for the Merger Consideration payable per share of Surrendered Common Stock under the Merger Agreement. Upon receipt by
Computershare of the certificates representing the shares of Surrendered Common Stock listed below together with this duly completed and executed Letter of Transmittal, and such additional documents as Computershare
may require, Computershare will deliver to the undersigned, at the address indicated at the top of this Letter of Transmittal, a check and a transaction notice issued by Computershare representing the Merger Consideration.
Gatos Common Stock certificates are listed below. Locate all of your certificates listed below and attach them to this Letter of Transmittal.
GATOS SILVER, INC. – LETTER OF TRANSMITTAL
Lost Certificates: If the undersigned cannot locate some or all of the above listed certificate(s) (the “Original(s)”), read and complete Box A on the reverse of this form and mark the boxes above with an “X” corresponding to
the certificate number you cannot locate.
3. Signatures: The name(s) of the registered holder(s) are listed at the top of this Letter of Transmittal. All registered holders MUST sign in the boxes below exactly as your name(s) appear(s) above. Joint owners must each
sign. When signing on behalf of a corporation or partnership or as attorney, executor, administrator, trustee or guardian, please specify the full title of your signing capacity. If a partnership, an authorized person should sign in
the partnership’s name.
2: Uncertificated Share Total:
Signature of Owner Signing Capacity _________________ Signature of Co-Owner (if more than one registered holder listed) Signing Capacity ___________________________
MM / DD / YY
Date
Total shares of Gatos Common Stock:
SSN/TIN Certified:
Lost LostCertificate Number Certificate NumberNumber of shares of Gatos Common Stock Number of shares of Gatos Common Stock
BZLQ
Please send all certificates and other requisite documents to one of the offices of Computershare as indicated below:
BY MAIL
Computershare Investor Services Inc.
PO Box 7023
31 Adelaide Street East
Toronto, ON M5C 2K4
BY REGISTERED MAIL, HAND OR COURIER
Computershare Investor Services Inc.
100 University Avenue, 8th Floor
Toronto, ON
M5J 2Y1
Privacy Notice: Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you – from transactions we perform for you, forms you send us, other
communications we have with you or your representatives, etc. This information could include your name, address, social security number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and
for other lawful purposes relating to our services. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, computershare.com, or by writing us at 100 University Avenue, Toronto, Ontario,
M5J 2Y1. Computershare will use the information you are providing on this form in order to process your payment and will treat your signature(s) on this form as your consent to the above.
INSTRUCTIONS:
1) Each registered holder of shares of Gatos Common Stock certificate(s) must deliver a duly completed and signed Letter of Transmittal to Computershare at one of the addresses listed below; any unsigned or improperly
signed Letter of Transmittal will be rejected and such Letter of Transmittal and accompanying documents will be returned to the holder. The completed and signed Letter of Transmittal must be accompanied by the original
Gatos Common Stock certificate(s) listed on the front page of the Letter of Transmittal. The method of delivery to Computershare is at the option and risk of the holder, but if mail is used, registered mail with proper
insurance obtained is recommended. Delivery will be deemed effective, and risk of loss and title to the certificates will pass, only when received by Computershare.
2) IRS Form W-9: Under U.S. Federal Income Tax Law, a shareholder is required to provide Computershare with such shareholder’s correct Taxpayer Identification Number (“TIN”). If your TIN is not certified on our records, we
have enclosed a Form W-9 for you to complete and return. Failure to provide the information on the form may subject you to backup withholding on any reportable payment. If you are a foreign individual seeking to qualify
as an exempt recipient from backup withholding, you must complete and submit a Form W-8BEN to Computershare, a copy of which is available from Computershare upon request. Foreign persons for which an IRS Form
W-8BEN is not applicable should submit the appropriate IRS Form W-8, which can be obtained on the IRS’ website at www.irs.gov. Consult your own tax advisors..
3) If the Letter of Transmittal is signed by a person other than the registered stockholder(s) of the shares of Gatos Common Stock, or if the check and shares are to be issued to a person other than the registered stockholder,
such shares of Surrendered Common Stock must be accompanied by an appropriate stock transfer power(s) of attorney properly completed by the registered stockholder(s). You may obtain the transfer of ownership
requirements and instructions through Computershare’s Investor Center at www.computershare.com or by calling Computershare at the number listed at the top of this Letter of Transmittal.
4) Surrendered Common Stock certificates registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed nor accompanied by any stock transfer power of attorney.
5) If the address as indicated at the top of the Letter of Transmittal is incorrect, please send a letter addressed to Computershare confirming your new address, along with the Letter of Transmittal, the original Gatos Common
Stock certificate(s), and with any other required documents requested by Computershare. Upon receipt by Computershare of all required documents and confirmation of authorization to complete these instructions,
Computershare will send the check representing the Cash Consideration to your new address.
BOX A - STATEMENT FOR LOST SHARE CERTIFICATES
By checking the lost certificate box(es) and signing the front of the Letter of Transmittal, I/we (solidarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is the lawful and
unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed,
negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes
this Statement for the purpose of transferring or exchanging the Original(s), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).
The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Gatos, First
Majestic, Computershare Investor Services Inc., Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “Obligees”), from and against all losses, costs and
damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/or the transfer
or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited
by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim,
whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of US$0.75 per lost share of Gatos Common Stock is payable by the undersigned. Surety
protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.
CALCULATE LOST CERTIFICATE BOND PREMIUM
LOST CERTIFICATE BOND ________________________ X US $0.75 = ________________
PREMIUM CALCULATION: Shares of Gatos Common Stock Lost Bond premium Total Premium Due
INSTRUCTIONS:
1) Multiply the number of shares of Gatos Common Stock lost by the Bond Premium per share of Gatos Common Stock noted above to calculate the premium owed for the lost certificate(s). This premium is calculated based
ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON, FILES A STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR
CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.
upon each lost share of Gatos Common Stock, not each lost certificate. The premium payable must be enclosed, in the form of certified cheque, bank draft or money order , payable to Computershare Investor Services Inc.
2) The above premium is valid until December 31, 2025.
3) If your lost certificate(s) is (are) part of an estate or trust, or are valued at more than US$100,000.00, please contact Computershare for additional instructions.