FR Frankfurt – FMV First Majestic Announces Closing Sale of La Parrilla
New York – AG August 14, 2023
Toronto – FR
Frankfurt – FMV
First Majestic Announces Closing Sale of La Parrilla
Vancouver, BC, Canada – F irst Majestic Silver Corp. (AG: NYSE; FR: TSX) (the “ Company” or “First Majestic”) is
pleased to announce that it has closed its previously announced transaction to sell its 100% owned past
producing La Parrilla Silver Mine located in the state of Durango, Mexico to Golden Tag Resources Ltd. (“Golden
Tag”) (TSX Venture: GOG ) following the receipt of approval from the Comisión Federal de Competencia
Económica (COFECE) and the TSX Venture Exchange as well as the completion of other customary closing
conditions. In consideration of the sale, First Majestic received 143,673,684 common shares of Golden Tag at a
deemed price of CDN$0.19 per common share for an approximate value of CDN$27.0 million or US$20.0 million
(the “Consideration Shares”). First Majestic will also receive up to US$13.5 million (see terms below) in the form
of three milestone payments in either cash or shares in Golden Tag with the share price and number of shares
to be determined upon the anniversary date (where applicable).
Milestone: Agreement Terms: (in the amount of):
Repayment Payable upon the earlier of (1) 18
months following the closing of the
transaction; and (2) receipt of certain
approvals from Mexico
US$2,700,000 Cash
First Deferred Payment Payable upon receipt of a written
resource estimate prepared by a
qualified person, of (i) 5 million
ounces or more of AgEq reserves on
La Parrilla, or (ii) 22 million ounces of
AgEq measured and indicated
resources on La Parrilla.
US$5,750,000 Cash or Shares
Second Deferred Payment Payable upon receipt of a written
resource estimate prepared by a
qualified person, of 12.5 million
ounces of AgEq measured and
indicated resources in a new zone on
La Parrilla, in respect of which no
mineral reserves or resources have
been identified.
US$5,050,000 Cash or Shares
In addition, First Majestic participated in Golden Tag's offering of subscription receipts (the " Subscription
Receipts") and purchased 18,009,000 Subscription Receipts at a price of CDN$0.20 per Subscription Receipt
which, in accordance with terms, have now converted into 18,009,000 Golden Tag common shares and 9,004,500
common share purchase warrants (the "Warrants"). Each Warrant is exercisable for one additional Golden Tag
common share until August 14, 2026 at a price of CDN$0.34.
The following additional disclosure is being provided under the early warning provisions of Canadian securities
legislation.
Following the closing of the tran saction and conversion of the Subscription Receipts , First Majestic now holds
161,682,684 Golden Tag common shares, or approximately 40.8% of the issued and outstanding Golden Tag
common shares, and 9,004,500 Warrants. Assuming the Warrants were exercised, First Majestic would hold an
aggregate of 170,687,184 Golden Tag common shares or approximately 42.2% of the issued and outstanding
Golden Tag common shares on a partially diluted basis.
Prior to completion of the transaction and acquisition of the Subscription Receipts , First Majestic did not hold
any securities of Golden Tag. The securities of Golden Tag were acquired by First Majestic for general investment
purposes. Depending on various factors, including, without limitation, market conditions, general economic and
industry conditions and/or any other factors that First Majestic may deem relevant, First Majestic may take such
actions with respect to their investment in Golden Tag as it deems appropriate including, without limitation,
acquiring, selling or distributing the common shares to shareholders of First Majestic or otherwise disposing of
securities of Golden Tag from time to time.
First Majestic has been granted participation rights to maintain its pro-rata interest in Golden Tag (to a maximum
of 19.9%) in any future equity issuances of Golden Tag, subject to customary exceptions.
The Consideration Shares are subject to the following contractual resale restrictions, in addition to applicable
securities laws resale restrictions.
Release Dates
Proportion of Total Common Shares to be
Released
February 14, 2024 (6 months from closing) 25%
August 14, 2024 (12 months from closing) 25%
February 14, 2025 (18 months from closing) 25%
August 14, 2025 (24 months from closing) 25%
Under the terms of the agreement with Golden Tag, First Majestic may distribute all common shares in excess
of 19.9% of the issued and outstanding Golden Tag common shares pro-rata to First Majestic’s shareholders (the
“Excess Shares”). The contractual resale restrictions above will not apply to the Excess Shares and are subject
to customary carve -outs in the event of a takeover bid or merger or acquisition transaction involving the
common shares.
Golden Tag is located at Suite 2020 – 22 Adelaide Street, Toronto, Ontario M5H 4E3. First Majestic is located at
Suite 1800-925 West Georgia Street, Vancouver, British Columbia, V6C 3L2. A copy of the Early Warning Report
will be made available on Golden Tag's SEDAR profile at www.sedarplus.ca and may also be obtained by
contacting First Majestic at 1.866.529.2807 or by email at [email protected].
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.
First Majestic is proud to offer a portion of its silver production for sale to the public. Bars, ingots, coins and
medallions are available for purchase online at its Bullion Store at some of the lowest premiums available.
FOR FURTHER INFORMATION contact [email protected], visit our website at www.firstmajestic.com or call
our toll-free number 1.866.529.2807.
FIRST MAJESTIC SILVER CORP.
"signed"
Keith Neumeyer, President & CEO
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward -looking information” and "forward -looking statements” under applicable Canadian
and U.S. securities laws (collectively, “forward -looking statements”). These statements relate to future events or the
Company's future performance, business prospects or opportunities that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management made in light of management's experience and
perception of historical trends, current conditions and expected future developments. Forward-looking statements include,
but are not limited to, statements with respect to its intentions with regards to the securities of Golden Tag. 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, general economic conditions; actual results of exploration
activities; conditions in the market for Golden Tag's common shares and the equity markets in general. Although First
Majestic has attempted to identify important factors that could cause actual results to differ materi ally from those
contained in forward looking statements, there may be other factors that cause results not to be as anticipated, estimated
or intended. The Company 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. The Company does
not intend, and does not assume any obligation, to update these forward -looking statements, except as required by
applicable laws.