First Majestic Provides Update Regarding Gatos Silver's Joint Venture with Dowa Metals & Mining Co., Ltd.
First Majestic Provides Update Regarding
Gatos Silver's Joint Venture with Dowa Metals
& Mining Co., Ltd.
Vancouver, British Columbia--(Newsfile Corp. - December 19, 2024) - First Majestic Silver Corp.
(NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") announces that Gatos Silver,
Inc. ("Gatos") has advised the Company that it has amended and restated its agreements (the
"Amended Agreements") with Dowa Metals & Mining Co., Ltd. ("Dowa") regarding the Los Gatos Joint
Venture (the "LGJV").
The Amended Agreements, which become effective on January 1, 2025, expand
Gatos' management rights within the LGJV and allow for the financial statements of the LGJV to be fully
consolidated.
For copies of the Amended Agreements, please see the Form 8-K filed by Gatos under its
EDGAR profile at
www.sec.gov/edgar
.
The Amended Agreements do not affect the respective
ownership interests of Gatos and Dowa in the LGJV, which remain unchanged at 70% and 30%,
respectively.
Concurrent with this news release, the Company has filed a material change report dated
December 19, 2024 (the "December Material Change Report") under its SEDAR+ profile at
www.sedarplus.com
, with further details of the Amended Agreements.
As a result of the Amended Agreements, First Majestic has updated the unaudited pro forma condensed
combined financial information (the "Pro Forma Financial Information") that was previously prepared by
the Company and that was included in its management information circular (the "Circular") for the
upcoming January 14, 2025 special meeting of First Majestic's shareholders (the "Special Meeting") to
reflect full consolidation of the LGJV in the Pro Forma Financial Information (as opposed to accounting
for Gatos' 70% interest in the LGJV using the equity method of accounting, which is reflected in the Pro
Forma Financial Information set out in the Circular).
The updated Pro Forma Financial Information based
on fully consolidating the LGJV is attached to the December Material Change Report.
First Majestic's shareholders are encouraged to read the updated Pro Forma Financial Information in
the December Material Change Report, together with the Circular and the other materials for the Special
Meeting, when voting their shares in respect of the Special Meeting.
Electronic versions of the materials
for the Special Meeting are available at
www.AGSpecialMeeting.com
.
The Company would like to remind shareholders that the Special Meeting will be held on Tuesday,
January 14, 2025, at 11:00 a.m. (Pacific Time) at the offices of Bennett Jones LLP, located at Suite
2500 - 666 Burrard Street, Vancouver, British Columbia V6C 2X8.
Only First Majestic shareholders of
record as of November 25, 2024 are entitled to vote at the Special Meeting.
For further details regarding
the Special Meeting, please see the Company's news release dated December 10, 2024.
First Majestic has retained Kingsdale Advisors ("Kingsdale") as a Strategic Advisor and to assist in
the solicitation of proxies for the Special Meeting.
Any shareholders who need assistance with voting
their First Majestic Shares may contact Kingsdale by telephone at 1-866-851-3214 (toll-free in North
America) or 1-647-577-3635 (text and call enabled outside North America), or by email at
.
Gatos Stockholder Meeting
Holders of shares of Gatos common stock ("Gatos Shares") are also required to provide their approval
of First Majestic's acquisition of all of the outstanding Gatos Shares (the "Transaction"), and accordingly,
Gatos has announced that it will hold its stockholder meeting virtually on Tuesday, January 14, 2025, at
10:00 a.m. (Pacific Time), one hour prior to First Majestic's Special Meeting.
Subject to the approval of
First Majestic's shareholders and Gatos' stockholders and the satisfaction or waiver of other conditions
precedent, it is anticipated that the Transaction will close in January 2025.
Important Information for Investors and Shareholders about the Transaction and Where to
Find It
This news release is not intended to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities of
First Majestic or Gatos or the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities of First Majestic or Gatos in any jurisdiction
in contravention of applicable law.
This news release may be deemed to be soliciting material
relating to the Transaction.
In connection with the proposed transaction between First Majestic and Gatos pursuant to the Merger
Agreement and subject to future developments, First Majestic has filed a registration statement on Form
F-4 (the "Form F-4") with the U.S. Securities and Exchange Commission (the "SEC"), which includes a
proxy statement of Gatos that also constitutes a prospectus of First Majestic (the "Proxy
Statement/Prospectus").
The Form F-4 was declared effective by the SEC on December 2, 2024.
Gatos
filed a Proxy Statement/Prospectus with the SEC on December 3, 2024, which it commenced mailing to
its stockholders on December 6, 2024.
First Majestic filed the Information Circular in connection with the
proposed Transaction with applicable Canadian securities regulatory authorities on December 10,
2024.
This news release is not a substitute for any registration statement, proxy statement, prospectus or
other document First Majestic or Gatos has filed or may file with the SEC or Canadian securities
regulatory authorities in connection with the proposed Transaction.
First Majestic commenced mailing
the Meeting Materials to its shareholders on December 10, 2024.
INVESTORS AND SECURITY
HOLDERS OF GATOS AND FIRST MAJESTIC ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, RESPECTIVELY, AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR CANADIAN
SECURITIES REGULATORY AUTHORITIES CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT FIRST MAJESTIC, GATOS, THE TRANSACTION AND RELATED MATTERS.
Investors and
security holders may obtain free copies of the Proxy Statement/Prospectus, the filings with the SEC that
are incorporated by reference into the Proxy Statement/Prospectus and other documents filed with the
SEC by First Majestic and Gatos containing important information about First Majestic or Gatos and the
Transaction through the website maintained by the SEC at
www.sec.gov
.
Investors will also be able to
obtain free copies of the management proxy circular and other documents filed with Canadian securities
regulatory authorities by First Majestic, through the website maintained by the Canadian Securities
Administrators at
www.sedarplus.com
.
In addition, investors and security holders may obtain free copies
of the documents filed by First Majestic with the SEC and Canadian securities regulatory authorities on
First Majestic's website or by contacting First Majestic's investor relations team.
Copies of the
documents filed with the SEC by Gatos are available free of charge on Gatos' website at
www.gatossilver.com
or by contacting Gatos'
investor relations
team.
Participants in the Merger Solicitation
First Majestic, Gatos and certain of their respective directors, executive officers and employees may be
considered participants in the solicitation of proxies in connection with the proposed Transaction.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of First Majestic and the stockholders of Gatos in connection with the
Transaction, including a description of their respective direct or indirect interests, by security holdings or
otherwise, is included in the Proxy Statement/Prospectus described above and other relevant
documents when they are filed with the SEC and Canadian securities regulatory authorities in
connection with the proposed Transaction.
Additional information regarding First Majestic's directors
and executive officers is also included in First Majestic's Notice of Annual Meeting of Shareholders and
2024 Proxy Statement, which was filed with the SEC and Canadian securities regulatory authorities on
April 15, 2024, and information regarding Gatos' directors and executive officers is also included in
Gatos' Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on
February 20, 2024, as amended by Amendment No. 1 to such annual report filed with the SEC on May 6,
2024 and Gatos' 2024 Proxy Statement for its 2024 Annual Meeting of Stockholders, which was filed
with the SEC on April 25, 2024.
These documents are available free of charge as described above.
ABOUT FIRST MAJESTIC
First Majestic is a publicly traded mining company focused on silver and gold production in Mexico and
the United States.
The Company presently owns and operates the San Dimas Silver/Gold Mine, the
Santa Elena Silver/Gold Mine, and the La Encantada Silver Mine as well as a portfolio of development
and exploration assets, including the Jerritt Canyon Gold project located in northeastern Nevada, U.S.A.
First Majestic is proud to own and operate its own minting facility, First Mint, LLC, and to offer a portion
of its silver production for sale to the public.
Bars, ingots, coins and medallions are available for
purchase online at
www.firstmint.com
, at some of the lowest premiums available.
For further information, visit our website at
www.firstmajestic.com
.
You can contact us by e-mail at
, or by telephone at 1.866.529.2807.
FIRST MAJESTIC SILVER CORP.
"signed"
Keith Neumeyer, President & CEO
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor created by such sections and other
applicable laws and "forward-looking information" under applicable Canadian securities laws
(collectively, "forward-looking statements").
These statements relate to future events or the future
performance, business prospects or opportunities of First Majestic and/or Gatos that are based on
forecasts of future results, estimates of amounts not yet determinable and assumptions of management
of First Majestic and/or Gatos made in good faith in light of management's experience and perception of
historical trends, current conditions and expected future developments. Forward-looking statements in
this news release include, but are not limited to, statements with respect to: closing of the Transaction
and the terms and timing related thereto; the anticipated timing of shareholder meetings; and the timing
for the Amending Agreements becoming effective.
Assumptions may prove to be incorrect and actual
results may differ materially from those anticipated. Consequently, guidance cannot be guaranteed.
As
such, investors are cautioned not to place undue reliance upon guidance and forward-looking statements
as there can be no assurance that the plans, assumptions or expectations upon which they are placed
will occur.
All statements other than statements of historical fact may be forward-looking statements.
Any
statements that express or involve discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives or future events or performance (often, but not always, using words or phrases
such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict",
"forecast", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions)
are not statements of historical fact and may be "forward-looking statements".
Actual results may vary from forward-looking statements.
Forward-looking statements are subject to
known and unknown risks, uncertainties and other factors that may cause actual results to materially
differ from those expressed or implied by such forward-looking statements, including but not limited to:
satisfaction or waiver of all applicable closing conditions for the Transaction on a timely basis or at all
including, without limitation, receipt of all necessary shareholder, stock exchange and regulatory
approvals or consents and lack of material changes with respect to First Majestic and Gatos and their
respective businesses, all as more particularly set forth in the Merger Agreement; the timing of the
closing of the Transaction and the failure of the Transaction to close for any reason; the outcome of any
legal proceedings that may be instituted against First Majestic or Gatos and others related to the
Transaction; and unanticipated difficulties or expenditures relating to the Transaction.
First Majestic is
not affirming or adopting any statements or reports attributed to Gatos (including prior mineral reserve
and resource declaration) in this news release or made by Gatos outside of this news release.
In
addition, the failure of a party to comply with the terms of the Merger Agreement may result in that party
being required to pay a fee to the other party, the result of which could have a material adverse effect on
the paying party's financial position and results of operations and its ability to fund growth prospects and
current operations.
Although First Majestic has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or intended.
First Majestic believes that the expectations reflected in these forward-looking statements are
reasonable, but no assurance can be given that these expectations will prove to be correct and such
forward-looking statements included herein should not be unduly relied upon.
These statements speak
only as of the date hereof.
First Majestic does not intend, and does not assume any obligation, to update
these forward-looking statements or forward-looking information, except as required by applicable laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/234640