FIRST MAJESTIC SILVER CORP

First Majestic closed a US$350 million private placement of 0.125% unsecured convertible senior notes due 2031 on December 8, 2025, convertible at 44.7227 shares per US$1,000 (about US$22.36 per share). It used part of the proceeds to buy back about US$174.7 million of its 0.375% convertible notes (the December 2021 notes due 2027) for about US$214.7 million, and said the rest may go to general corporate purposes including strategic opportunities. This refinances part of the older debt at a lower interest rate and a higher conversion price; the filing attaches the indenture with Computershare as trustee. Inference: at the stated rate, the new notes could convert into roughly 15.7 million shares, and about US$55 million of the old notes would remain outstanding (the 2021 issue was US$230 million); neither figure is stated in the filing.

debt financing

First Majestic filed its formal report on the Gatos Silver acquisition, confirming the merger closed on January 16, 2025, resolving the deal announced in September 2024. It issued 177,433,006 First Majestic shares for all Gatos shares (at 2.55 per Gatos share), plus 8,242,244 replacement options and 2,207,762 shares to settle Gatos restricted and deferred share units. The deal gives First Majestic Gatos's 70% interest in the Los Gatos Joint Venture, which owns the Cerro Los Gatos silver mine in Chihuahua, Mexico, and takes its mineral rights package to about 350,000 hectares. For shareholders, the share issuance is the dilution the merger terms implied. The filing attaches Gatos's 2024 and 2023 audited statements and pro forma financials, and says it has no plans for other material changes.

business combination

On September 5, 2024, First Majestic agreed to acquire Gatos Silver in an all-share merger: each Gatos share converts into 2.55 First Majestic shares, leaving Gatos holders with about 38% of First Majestic after closing. Closing is expected in early 2025 (not before January 15, 2025) and needs approval votes by both companies' shareholders, Mexican antitrust approval, an effective Form F-4 and NYSE/TSX listing approval. For existing First Majestic shareholders, this means significant dilution to roughly 62% of the enlarged company; it is a new direction after the 2022-23 sales of smaller mines. Termination fees are US$46M payable by First Majestic and US$28M by Gatos in certain cases. The excerpt does not describe Gatos's assets (the later April 2025 report identifies its 70% interest in the Los Gatos Joint Venture).

business combination

First Majestic closed the sale of the past-producing La Parrilla mine to Golden Tag Resources on August 14, 2023, after approval from Mexico's competition regulator (COFECE) and the TSX Venture Exchange. This completes the deal announced December 7, 2022. It received 143,673,684 Golden Tag shares (deemed C$0.19, about US$20.0M) and is still due up to US$13.5M in three milestone payments (US$2.7M cash repayment, then US$5.75M and US$5.05M in cash or shares tied to resource estimates). It also bought 18,009,000 Golden Tag subscription receipts at C$0.20, which converted into the same number of shares plus 9,004,500 warrants exercisable at C$0.34 until August 14, 2026. It now holds 161,682,684 shares, about 40.8% of Golden Tag (about 42.2% if the warrants were exercised). The consideration shares are released 25% on each of Feb 14 2024, Aug 14 2024, Feb 14 2025 and Aug 14 2025, and holdings above 19.9% may be distributed to First Majestic shareholders. It keeps a right to maintain its stake in future Golden Tag share issues, up to a 19.9% maximum.

asset acquisition disposition

First Majestic reported its December 31, 2022 reserves and resources after record 2022 production of 31.3 million silver-equivalent ounces. Reserves at its three producing mines are 136.8M silver-equivalent oz (61.5M oz silver, 781,000 oz gold); silver is down 2% and gold down 41%, mainly because Jerritt Canyon is now reported as resources only after production there was temporarily suspended. Santa Elena reserves fell 14% to 47.0M oz after depletion at Ermitaño. Jerritt Canyon added 67,000 oz gold to measured and indicated resources and 307,000 oz to inferred resources. The Jerritt Canyon suspension is new and changes the earlier plan to ramp up ore production there.

resource reserve update

First Majestic closed the sale of La Guitarra to Sierra Madre Gold & Silver on March 29, 2023, receiving 69,063,076 Sierra Madre shares at C$0.65 (about C$44.9M or US$35.0M). It now holds about 48.4% of Sierra Madre, slightly above the roughly 47% expected in May 2022. The shares are released 25% each on Sept 29, 2023, March 29, 2024, Sept 29, 2024 and March 29, 2025, and it may hand out holdings above 19.9% to its own shareholders. This resolves the pending sale, paid in shares not cash.

asset acquisition disposition

First Majestic set up a new at-the-market share sales program of up to US$100 million with BMO Capital Markets and TD Securities, running until June 18, 2023, sold on the NYSE at market prices. It replaces the May 28, 2021 agreement, under which all sales have been completed. The company may sell shares at its discretion, so any sales would dilute existing shareholders; proceeds are intended for developing or improving existing mines and working capital, and the filing does not say any shares have yet been sold under it.

capital raising announcement

First Majestic agreed on May 24, 2022 to sell its 100%-owned, past-producing La Guitarra silver mine in Mexico State to Sierra Madre Gold & Silver for US$35 million, paid in 69,063,076 Sierra Madre shares at a deemed C$0.65 each. It would keep a 2% net smelter royalty (with a 1% buy-back option for US$2 million) and hold about 47% of Sierra Madre after closing. Closing is expected in the second half of 2022 and requires TSX Venture Exchange approval and Sierra Madre raising at least C$10 million; the filing says La Guitarra has been on care and maintenance since August 2018. The payment is shares, not cash, and is subject to resale restrictions.

asset acquisition disposition

First Majestic closed the convertible notes offering at the full US$230 million, including the US$30 million over-allotment, as 0.375% notes due 2027 convertible at about US$16.56 per share. It paid about US$164.9 million to repurchase about US$125.2 million of its 1.875% convertible notes, and will redeem all remaining existing notes effective December 30, 2021. This completes the offering announced November 29. If the notes are converted, shareholders would be diluted.

debt financing

First Majestic priced the convertible notes offering: US$200 million (US$230 million if the over-allotment option is fully used) at par, due 2027, with 0.375% annual interest. They convert at about US$16.56 per share (60.3865 shares per US$1,000), a premium of roughly 35% to the prior close. About US$164.9 million of proceeds will repurchase about US$125.2 million of the existing 1.875% notes, with the rest for general corporate purposes. Any remaining existing notes are to be redeemed by December 31, 2021. Closing was expected around December 2.

debt financing

First Majestic announced it is offering US$200 million of unsecured convertible senior notes due 2027, with an option for initial purchasers to buy US$30 million more. The money is meant to buy back part of its existing 1.875% convertible notes and for general corporate purposes, including strategic opportunities. It also intends to redeem any existing notes left after the buyback, following a 30-day notice period. Holders could convert into company shares, so this could add shares later; the interest rate and conversion terms were not yet set.

debt financing

First Majestic filed an updated technical report for Santa Elena that, for the first time, includes mineral reserves for its 100%-owned Ermitaño project, with a positive pre-feasibility study (the Q4 2021 study expected earlier). Santa Elena reserves rose 59% to 51.0M silver-equivalent oz. The study shows an after-tax NPV (5%) of $64.8M, after-tax IRR of 34% and a seven-year mine life to 2027, using $22.50 silver and $1,700 gold. The CEO says Ermitaño poured its first doré from stockpiles in early November, with ore production to ramp up through 2022 and into 2023. Gonzalo Mercado was also appointed Vice-President of Exploration.

resource reserve update

First Majestic's proven and probable reserves at its three mines fell 16% to 121.5 million silver-equivalent ounces (62.2M oz silver, 606,000 oz gold), mainly because 14.6M silver ounces in old La Encantada tailings were moved from reserves to resources and San Dimas counted only first-half 2020 drilling (35% of metres drilled) against a full year of mining. Measured and indicated resources rose 3% to 233.2M silver-equivalent oz, and Ermitaño near Santa Elena grew; a pre-feasibility study is expected in Q4 2021 and initial production in early 2022. The release also announces a new director appointment, but the name is not in the excerpt provided.

resource reserve update

First Majestic agreed to buy all of Jerritt Canyon Canada Ltd., owner of the Jerritt Canyon gold mine in Nevada, from Sprott Mining for US$470 million in First Majestic shares (26,719,727 shares at US$17.59) plus 5 million three-year warrants at US$20.00. Eric Sprott will also invest US$30 million privately (1,705,514 shares at US$17.59), taking his holdings to about 13.1% of the company. This adds a gold mine in the US to the three Mexican silver mines; closing is expected by April 30, 2021 subject to TSX and NYSE approval and other conditions. For existing shareholders, the share issuance dilutes their percentage ownership.

business combination

First Majestic put numbers on the SAT tax dispute: reassessments for PEM's 2010-2012 tax years total about US$260 million (about US$75 million of it additional tax), and a new 2013 reassessment is MXP1,866,655,000 (about US$132.1 million), versus reported pre-tax income of US$4.2 million for 2013. The company, citing its Mexican counsel, says no tax is payable while its appeals are ongoing and that it will keep challenging all reassessments. This continues the dispute opened by the March 2 NAFTA filing; the outcome is unresolved.

regulatory community update

First Majestic filed a NAFTA Chapter 11 arbitration request with the World Bank's ICSID against the Government of Mexico, for itself and its Mexican subsidiary PEM (owner of San Dimas). It says Mexico refused to negotiate and acted contrary to the Advance Pricing Agreement that set PEM's revenue and tax method for 2010-2014. This escalates the long-running SAT tax dispute over San Dimas silver; no amount or outcome is stated in this filing. The release also gives 2021 production guidance of 12.5-13.9M silver oz (20.6-22.9M silver-equivalent oz).

regulatory community update

The board adopted its first dividend policy: the company intends to pay quarterly dividends of 1% of net revenues, starting after the first quarter of 2021. Payments remain at the board's discretion and the policy can be changed at any time, so no future dividend is guaranteed; non-Canadian holders face Canadian withholding tax. Separately, director Nicole Adshead-Bell resigned effective November 30, 2020.

dividend declaration

First Majestic closed the bought deal announced a week earlier, issuing 5,000,000 common shares at CDN$15.60 for gross proceeds of CDN$78 million under an underwriting agreement dated September 14, 2020. Proceeds, with existing cash, are intended to develop mining projects and/or improve existing mines and add to working capital. This resolves the offering thread and increases the share count by 5 million.

capital raising announcement

First Majestic announced an underwriter agreed to buy 5,000,000 new common shares at CDN$15.60 each, for gross proceeds of CDN$78 million. The company says it will use the money, with existing cash, to develop and/or improve its existing mines and add to working capital; the offering is Canada-only, under its November 2018 Canadian shelf prospectus, and was scheduled to close by September 17, 2020. The headline names Eric Sprott as the investor, but the text itself only refers to 'an underwriter'. This adds new shares to the count, separate from the earlier US$50M BMO at-the-market program.

capital raising announcement

First Majestic completed the Springpole silver stream deal announced June 11, 2020. The first payment of $2.5 million cash plus $7.5 million in shares (805,698 First Majestic shares) was paid to First Mining, and the 30 million First Mining warrants at CAD$0.40 were granted. Two further payments ($7.5M and $5M) remain tied to a pre-feasibility study and environmental approval, per the earlier release.

business combination

First Majestic agreed to buy a stream on 50% of the payable silver from First Mining's Springpole gold project in Ontario for $22.5 million in cash and shares over three payments ($10M at closing, $7.5M after a pre-feasibility study, $5M after environmental approval). It will also pay 33% of the silver spot price per ounce, capped at $7.50, and receives 30 million First Mining warrants at CAD$0.40 for five years. The company calls it its first investment outside Mexico; closing was expected in early July 2020.

business combination

First Majestic closed the Wheaton stream swap on San Dimas: the old silver stream was terminated and a new one gives Wheaton's subsidiary 25% of gold production plus 25% of silver converted to gold at 70:1, paid at the lesser of US$600 (1% annual inflation adjustment) and market price per gold ounce. Wheaton received 20,914,590 First Majestic shares as part of the termination. It also signed a new US$75 million senior secured revolving credit facility with Scotiabank, Bank of Montreal and Investec, maturing in three years, replacing its existing US$25M revolver/US$35M term loan (Feb 2016) and Primero's prior facility. This completes the stream terms agreed in January 2018 and sets the company's new debt arrangement.

debt financing

First Majestic completed the Primero acquisition announced in January 2018, buying all Primero shares at 0.03325 First Majestic share each. San Dimas becomes its seventh Mexican mine, and the CEO expects an estimated doubling of profitable ounces produced. Primero's $75 million 2020 convertible debentures are to be repaid in full on May 11, 2018, and Primero's TSX delisting is expected in about 2-3 business days. This resolves the main pending-acquisition thread; the Wheaton stream replacement was still to be announced later that day.

business combination

On January 12, 2018, First Majestic agreed to buy Primero Mining, which owns the San Dimas silver-gold mine in Durango, at 0.03325 First Majestic share per Primero share (about C$0.30 per share; total value about $320 million). At the same time, the existing Wheaton Precious Metals silver stream on San Dimas would be replaced by a new stream on 25% of gold-equivalent production at $600 per ounce, with Wheaton receiving 20,914,590 First Majestic shares (about $151 million). Wheaton and Primero holders would own about 11% and 3% of First Majestic; the deal needs Primero shareholder, court and Mexican antitrust approvals, and Primero owes a $10 million termination fee in certain events. A Mexican tax dispute (SAT) over San Dimas silver for 2010-2014 is unresolved.

business combination

First Majestic completed the SilverCrest acquisition on October 1, 2015. SilverCrest holders receive 0.2769 First Majestic share plus C$0.0001, and also 0.1667 share of the new spin-out company per SilverCrest share. Santa Elena becomes First Majestic's sixth mine in Mexico, and the CEO projects about 5 million more silver-equivalent ounces a year. This resolves the pending acquisition thread; SilverCrest shares are expected to be delisted.

business combination

Shareholders of both companies approved the SilverCrest deal on September 25, 2015. About 98.6% of votes cast by First Majestic holders approved the share issuance, and about 93.2% of SilverCrest votes (92.4% of disinterested votes) approved the arrangement. This clears the shareholder vote threads; closing is still expected October 1, 2015, subject to regulatory approvals and other conditions.

business combination

First Majestic sent shareholders the notice and joint circular for a special meeting on September 25, 2015 in Vancouver. They will vote on issuing shares to SilverCrest holders under the acquisition; the board unanimously recommends voting for it, and approval is a condition for the deal to close. The circular says closing is anticipated in early October 2015 if all approvals are received, and that former SilverCrest holders would own about 21.2% of First Majestic and about 90.1% of New SilverCrest. This moves the July acquisition toward its shareholder vote.

regulatory community update

First Majestic announced a definitive agreement to acquire SilverCrest Mines in an all-share deal: 0.2769 of a First Majestic share plus C$0.0001 in cash per SilverCrest share, implying C$1.30 per share based on the July 24, 2015 closing price. It would issue about 32.8 million shares, leaving former SilverCrest holders with about 21% of First Majestic, and add SilverCrest's Santa Elena mine in Sonora as a sixth producing mine. SilverCrest's exploration properties go to a new spin-out company, New SilverCrest, together with First Majestic's Guadalupe property; First Majestic would own about 9.9% of it. The deal still needs approval from both companies' shareholders (meetings expected late September 2015), the court and regulators. SilverCrest owes First Majestic a C$8 million termination fee in certain events.

business combination