CORRECTION FROM SOURCE: Defiance Silver to Acquire Mexico-Focused Green Earth Metals
This press release rectifies the version of the press release issued by Defiance Silver on April 7, 2025 at 1:00am EST in order to correct a typing error. Under the terms of the LOI, Defiance proposes to issue 4,954,613 Defiance Shares of Defiance at a price of C$0.255 per share and not C$0.0255 as announced previously.
Vancouver, British Columbia--(Newsfile Corp. - April 7, 2025) - Defiance Silver Corp. (TSXV: DEF) (FSE: D4E) (WKN: A1JQW5) ("Defiance" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent ("LOI") with Green Earth Metals Inc. ("GEMS"), a privately held company holding a portfolio of assets in Mexico. Under the terms of the LOI, Defiance proposes to acquire all issued and outstanding shares of GEMS in a strategic transaction (the "Transaction"). The terms of the Transaction are discussed further below.
Transaction Highlights:
Strategic Acquisition: Defiance proposes to acquire 100% of GEMS, a private British Columbia-based company founded by renowned discovery geoscientist Richard Osmond.
High-Quality Asset Portfolio: GEMS holds rights to three drill-permitted copper-gold-silver-molybdenum projects in Mexico's Sonoran Desert porphyry copper belt, covering a total of 6,795.22 hectares.
Prime Mining Jurisdiction: The acquired projects are strategically located near Alamos Gold's operating Mulatos Mine, where the recently permitted "Puerto del Aire" mine-extension is under development. The area hosts top tier copper deposits, including the Cananea and La Caridad Cu-Mo±Au porphyry systems—two of the largest copper mines in North America.
Significant Exploration Upside: With drill permits already in place, Defiance plans to launch a comprehensive exploration campaign, including a diamond drill program at the Victoria project.
Chris Wright, Chairman and CEO of Defiance, commented:
"This acquisition aligns with Defiance Silver's core strategy of acquiring and advancing top tier mining projects. Our goal is to develop assets that will play a leading role in the future of gold, silver, and copper mining in Mexico. The Green Earth Metals team consists of seasoned mine financiers and global mineral explorers, and we are pleased to welcome them as shareholders. Securing this portfolio of drill-ready copper-gold-silver projects in Sonora-one of the world's premier copper-gold mining jurisdictions—represents a major step forward for Defiance. This transaction strengthens Defiance's asset base, enhances its exploration potential, and reinforces our commitment to unlocking value for shareholders."
The GEMS Assets—comprising the Victoria, Espiritu and Los Ocotes project areas—offer high-grade, district-scale potential in a proven mining jurisdiction. Situated in a region known for its rich mineral endowment, these assets are surrounded by large copper, gold, and silver mines operated by leading Tier-One global mining companies.
Strategic Location Near Major Producing Mines
The GEMS assets are situated in proximity to several large, active mining operations, including:
La India Mine (Agnico Eagle)
Mulatos Mine (Alamos Gold)
Dolores Mine (Pan American Silver)
Cananea Cu-Au-Mo Mine and La Caridad Cu Mine & SXEW Plant (Grupo Mexico)
These nearby operations demonstrate the region's rich mineral potential. However, the Company and its qualified personnel have not independently verified the technical information regarding these mines and this information should not be considered indicative of mineralization on the Company's properties.
Exploration Potential
Historical exploration and sampling across the GEMS projects have identified extensive geological features indicative of a large-scale hydrothermal Cu-Au system. These findings suggest strong potential for resource expansion using modern exploration techniques.
Victoria Project – Drill-Ready Copper-Gold-Molybdenum Asset
The Victoria Project consists of two non-contiguous mineral claims totaling 1,795.22 hectares in the Sonora, Mexico mining district. This region is home to several major mining operations, including Mulatos (Alamos Gold), Dolores (Pan American Silver), and the privately owned Piedras Verdes Mine (Frontera Copper).
Victoria is located within the highly productive Sonoran Desert porphyry copper belt, an area known for hosting significant copper-gold deposits. Exploration Highlights:
Geological indicators suggest porphyry-style stockwork and breccia-hosted Cu-Mo-Au mineralization.
Strong phyllic alteration overprinting potassic alteration, leading to leached capping at the surface and low surface copper grades.
The Company is committed to advancing exploration efforts on the Victoria, Espiritu and Los Ocotes projects and unlocking the full potential of this highly prospective, district-scale opportunity.
Figure 1 - Map of location of Victoria, relative to large active mining operations
To view an enhanced version of this graphic, please visit:https://images.newsfilecorp.com/files/2950/247575_07b6e0c2b420a848_001full.jpg
Figure 2 - Photo of Victoria asset showing surface alteration of large hydrothermal system
To view an enhanced version of this graphic, please visit:https://images.newsfilecorp.com/files/2950/247575_07b6e0c2b420a848_002full.jpg
Espiritu Project
The Espiritu Project, located near Sahuaripa, Sonora, spans 2,711 hectares and exhibits characteristics indicative of a large, metal-bearing hydrothermal system. Despite its promising geological setting, Espiritu remains underexplored.
Espiritu is strategically positioned within the highly productive Sahuaripa region of Sonora, Mexico, approximately 100 km from several major mining operations, including:
La India Mine (Agnico Eagle)
Mulatos Mine (Alamos Gold)
Dolores Mine (Pan American Silver)
Los Ocotes Project
The Los Ocotes Project is a 2,283-hectare polymetallic vein asset located within the same regional trend as the Victoria and Espiritu projects.
The project is strategically positioned less than 40 km northeast of the La India and Mulatos gold mines and approximately 18 km northeast of Minera Alamos Inc.'s Santana Mine, a heap-leach gold operation.
Note regarding nearby mines for the Espiritu and Los Ocotes Projects: The Company and its qualified personnel have not independently verified the information on these nearby mining operations and such information is not necessarily indicative of mineralization on the Company's properties.
LOI TERMS
Under the terms of the LOI, Defiance proposes to issue common shares ("Defiance Shares") to GEMS shareholders in exchange for all of the issued and outstanding common shares of GEMS (the "GEMS Shares"), based on an exchange ratio of 1 Defiance Share for every 4.52 GEMS Shares. In total, Defiance proposes to issue 4,954,613 Defiance Shares of Defiance at a price of C$0.255 per share, for a total purchase price of C$1,250,000 (excluding the Convertible Debenture Financing – see details below).
Upon the closing of the Transaction, GEMS will become a wholly-owned subsidiary of Defiance.
In connection with the Transaction, Defiance has also agreed to invest in GEMS through an unsecured convertible debenture (the "Convertible Debenture") for a total amount of C$150,000 (the "Convertible Debenture Financing"). The Convertible Debenture will bear simple interest at 8.0% per annum and will mature two years from the closing of the Convertible Debenture Financing.
At the closing of the Transaction, the principal amount of the Convertible Debenture and accrued interest thereon will be convertible, for no additional consideration, into GEMS Shares at the option of Defiance, at a price of C$0.05 per GEMS Share, subject to customary adjustments in accordance with the terms of the Convertible Debenture certificate. Notwithstanding the foregoing, in the event the LOI is terminated or the Transaction not completed, other than as a result of the failure of GEMS shareholders to tender at least 90% of their GEM Shares in exchange for Defiance Shares, the principal amount of the Convertible Debenture and accrued interest thereon will be converted into GEMS Shares at a conversion price of C$0.05 per share in full payment of the Convertible Debenture. In the event Defiance does not complete the Transaction solely as a result of the failure of GEMS shareholders to tender at least 90% of their GEMS Shares in exchange for Defiance Shares, the Convertible Debenture will continue in accordance with its terms.
The completion of the Transaction is subject to numerous conditions customary to this type of transaction including, notably, the completion of a satisfactory due diligence on GEMS by Defiance, execution of a mutually acceptable definitive agreement between Defiance, GEMS and the shareholders of GEMS (the "Definitive Agreement") and any other ancillary agreements required to complete the Transaction, GEMS shareholders holding at least 90% of the GEMS Shares issued and outstanding having executed the Definitive Agreement, thereby accepting to tender their GEMS Shares in exchange for Defiance Shares, no material adverse change with respect to GEMS or Defiance having occurred, and the receipt of all required corporate and regulatory approvals, including the approval of the TSX Venture Exchange, and any other required approvals, consents, permits, waivers, exemptions and orders which may be required to complete the Transaction.
The Transaction is expected to be completed within a delay of approximately 75 days following the execution of the Definitive Agreement.
Qualified Person
Mr. George Cavey, P. Geo, Vice-President Exploration and Director of the Company, is a Qualified Person within the meaning of National Instrument 43-101 and has reviewed and approved the technical information contained in this press release.
On behalf of Defiance Silver Corp.
"Chris Wright"
CEO and Chairman of the Board
For more information, please contact: Investor Relations at +1 (604) 343-4677 or via email at info@defiancesilver.com.
www.defiancesilver.comSuite 2900-550 Burrard StreetVancouver, BC V6C 0A3CanadaTel: +1 (604) 343-4677Email: info@defiancesilver.com
About Defiance Silver Corp.
Defiance Silver Corp. (TSXV: DEF) (OTCQX: DNCVF) (FSE: D4E) is an exploration company advancing the district-scale Zacatecas project, located in the historic Zacatecas Silver District and the Tepal Gold/Copper Project in Michoacán state, Mexico. Defiance is managed by a team of proven mine developers with a track record of exploring, advancing, and developing several operating mines and advanced resource projects. Defiance's corporate mandate is to advance our projects through capital-efficient exploration focused on resource growth and new mineral discoveries.
Disclaimer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding anticipated benefits of the Transaction, the closing of the Transaction and the timing and terms thereof, the potential of the combined projects of both companies (the "Projects"), the satisfaction of the conditions to the Transaction; the strengths, characteristics and potential of the Transaction; growth potential and expectations regarding the timing, receipt and anticipated effects of required consents and approvals; the impact of the Transaction on Defiance, GEMS and their respective shareholders and other stakeholders; and other anticipated benefits of the Transaction.
Although Defiance believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators, and assumptions made with regard to: the Company's ability to complete the proposed Transaction; the Company's ability to secure the necessary legal and regulatory approvals required to complete the Transaction; the estimated costs associated with the advancement of the Projects; and the Company's ability to achieve the synergies expected as a result of the Transaction. Forward-looking information is subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include risks associated with the business of Defiance and GEMS; risks related to the satisfaction or waiver of certain conditions to the closing of the Transaction; non-completion of the Transaction; risks related to reliance on technical information provided by GEMS; risks related to exploration and potential development of the Projects; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and indigenous groups / local communities in the exploration and development of the Projects and the issuance of required permits; the need to obtain additional financing to develop the Projects and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as identified in Defiance's filings with Canadian securities regulators on SEDAR+ (available at www.sedarplus.ca).
The forward-looking information contained in this news release is made as of the date hereof and Defiance does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247575
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
26 minutes ago
Leaders of ‘orgasmic meditation' women's wellness company OneTaste convicted in forced labor trial
NEW YORK -- The leaders of a sex-focused women's wellness company that promoted 'orgasmic meditation' have been convicted of federal forced labor charges. A Brooklyn jury on Monday found Nicole Daedone, founder of OneTaste Inc., and Rachel Cherwitz, the California-based company's former sales director, guilty after deliberating for less than two days following a five-week trial. The two each face up to 20 years in prison when sentenced later. Prosecutors had argued the two women ran a yearslong scheme that groomed adherents — many of them victims of sexual trauma — to do their bidding. They said Daedone, 57, of New York, and Cherwitz, 44, of California, used economic, sexual and psychological abuse, intimidation and indoctrination to force OneTaste members into sexual acts they found uncomfortable or repulsive, such as having sex with prospective investors or clients. The two told followers the questionable acts were necessary in order to obtain 'freedom' and 'enlightenment' and demonstrate their commitment to the organization's principles. Prosecutors said OneTaste leaders also didn't pay promised earnings to the members-turned-workers and even forced some of them to take out new credit cards to continue taking the company's courses. Assistant U.S. Attorney Nina Gupta, in her closing statement last week, said the defendants 'built a business on the backs' of victims who 'gave everything' to them, including 'their money, their time, their bodies, their dignity, and ultimately their sanity.' 'The jury's verdict has unmasked Daedone and Cherwitz for who they truly are: grifters who preyed on vulnerable victims by making empty promises of sexual empowerment and wellness only to manipulate them into performing labor and services for the defendants' benefit,' said Joseph Nocella, U.S. Attorney for the Eastern District of New York. Daedone's defense team cast her as a 'ceiling-shattering feminist entrepreneur' who created a unique business around women's sexuality and empowerment. Cherwitz's lawyer, Celia Cohen, argued that the witnesses who testified weren't forced to do anything. When they didn't like the organization anymore or wanted to try other things, she said, they simply left. 'No matter what you think about OneTaste and what they were doing, they chose it. They knew what it was about,' she said in her closing statement last week. 'The fact they are regretting the actions that they took when they were younger is not evidence of a crime.' Lawyers for the defendants said their clients maintain their innocence and intend to appeal. 'We are deeply disappointed in today's verdict," the lawyers said in a statement Monday. "This case raised numerous novel and complex legal issues that will require review by the Second Circuit.' Daedone co-founded OneTaste in San Francisco in 2004 as a sort of self-help commune that viewed female orgasms as key to sexual and psychological wellness and interpersonal connection. A centerpiece was 'orgasmic meditation,' or 'OM,' which was carried out by men manually stimulating women in a group setting. The company enjoyed glowing media coverage in the 2010s and quickly opened outposts from Los Angeles to London. Portrayed as a cutting-edge enterprise that prioritized women's sexual pleasure, it generated revenue by providing courses, coaching, OM events, and other sexual practices for a fee. Daedone sold her stake in the company in 2017 for $12 million — a year before OneTaste's marketing and labor practices came under scrutiny. The company's current owners, who have rebranded it the Institute of OM Foundation, have said its work has been misconstrued and the charges against its former executives were unjustified.
Business of Fashion
2 hours ago
- Business of Fashion
The Independents Acquires Culinary Studio We Are Ona
Fashion communications conglomerate The Independents has acquired culinary studio We Are Ona. Founded in Paris in 2019 by chef and Noma alumnus Luca Pronzato, We Are Ona produces immersive dinners, including for Chanel, Balenciaga, Coperni, Alaïa and Saint Laurent. After working together on various projects for clients over the past few years, joining forces felt inevitable, said Independents co-founder and chief executive Isabelle Chouvet. 'We started to collaborate a lot and then it was natural that we had to officialise this union,' said Chouvet. '[Pronzato] is the only one doing what he's doing. He is able to push the boundaries of innovation, he is the only one who has the network of talents. He has the vision and understands the client's needs.' We Are Ona collaborates with artists like Willo Perron, who has staged shows for Beyoncé and Drake; Carsten Höller, known for his interactive installations; and Michelin-starred chefs including Dalad Kambhu and Mory Sacko. Beyond producing events for brands, the firm hosts pop-ups open to the public, most recently a restaurant experience featuring a dramatic, 100-feet-long sculptural lighting installation in New York's WSA Building with fashion show producer Alexandre de Betak (whose Bureau Betak was acquired by The Independents in 2021) in May. The set of a We Are Ona-produced dinner for Balenciaga. (Courtesy) Being under The Independents' umbrella will help We Are Ona continue expansion in the US (where it opened an office earlier this year), the Middle East and Asia, said Pronzato. This marks The Independents' first acquisition in the culinary space; it comes as foodie culture reaches a new zenith, and as food becomes an increasingly important tool fashion brands use to engage their customers. When it comes to food, fashion brands are raising the stakes — looking for high-production events that double as marketing moments: 'It's not only dinner to have a dinner, it's dinner to create a brand moment,' said Pronzato. 'These experiences can create an emotional link. When you sit at the table, the experience is different than when you buy a bag.' The acquisition is The Independents' third this year, and part of an ongoing spree that began in 2023 when it set its sights on doubling in size. In April, The Independents bought design studio 2x4 and in May, Paris-based documentary production company Terminal 9 Studios. Now, the company has over 20 agencies in its ranks and counts over 1,200 employees in offices across cities including Barcelona, Beijing, London, Los Angeles, Milan, New York, Seoul, Shanghai and Paris. Group revenue totalled $800 million in 2024, according to the company. Learn more: Why Food Is Everywhere in Fashion Advertising As foodie culture peaks and the cost of living rises, food is popping up more than ever in fashion imagery.
Yahoo
2 hours ago
- Yahoo
MAG Silver Announces the Filing of Its Management Information Circular in Connection With Its Special Meeting to Approve Acquisition by Pan American
All amounts expressed in U.S. dollars unless otherwise indicated. The Board of Directors unanimously recommends Shareholders vote FOR the Arrangement Resolution Attractive immediate premium and compelling transaction benefits For assistance with voting, contact Kingsdale Advisors by telephone at 1-800-775-1986 (toll-free in North America) or 1-416-623-2517 (text and call enabled outside North America), or by email at contactus@ VANCOUVER, British Columbia, June 09, 2025 (GLOBE NEWSWIRE) -- MAG Silver Corp. (TSX / NYSE American: MAG) ('MAG', or the 'Company') announces that the management information circular and related materials associated with the upcoming special meeting (the 'Special Meeting') of shareholders of the Company (the 'Shareholders') to be held on July 10, 2025 have been filed under the Company's profile on SEDAR+ and will be mailed to Shareholders on June 11, 2025. The Special Meeting is being held in connection with the proposed acquisition of all of the issued and outstanding shares of the Company (the 'MAG Shares') by Pan American Silver Corp. ('Pan American') previously announced on May 11, 2025 (the 'Arrangement'). On June 6, 2025, MAG obtained an interim order (the 'Interim Order') from the Supreme Court of British Columbia (the 'Court') authorizing the holding of the Special Meeting and matters relating to the conduct of the Special Meeting. At the Special Meeting, Shareholders will be asked to consider and, if deemed acceptable, pass a special resolution (the 'Arrangement Resolution') to approve the arrangement between the Company and Pan American under Section 288 of the Business Corporations Act (British Columbia) (the 'Plan of Arrangement'), whereby Pan American will acquire all of the issued and outstanding shares of the Company, with Shareholders receiving total consideration of approximately $2.1 billion representing $20.54 per MAG share, based on the closing price of Pan American's common shares on the New York Stock Exchange on May 9, 2025. Consideration will be comprised of a mix of cash totaling $500 million and common shares in the authorized share capital of Pan American (each, a 'Pan American Share') as detailed below. The Arrangement will be carried out pursuant to the terms of an arrangement agreement dated May 11, 2025 (as amended on May 30, 2025 and June 6, 2025) between the Company and Pan American (the 'Arrangement Agreement') and the terms of the Plan of Arrangement. Pursuant to the terms of the Interim Order, Shareholders of record at the close of business on June 2, 2025 (the 'Record Date') will be entitled to vote at the Special Meeting, with each such Shareholder entitled to one vote per each MAG Share held. Shareholders are encouraged to vote well in advance of the proxy voting deadline of July 8, 2025, at 9:00 a.m. (Vancouver Time). The Board of Directors of the Company (the 'Board') unanimously recommends Shareholders vote FOR the Arrangement Resolution, in accordance with the instructions set out in the meeting materials. Each director and officer of the Company intends to vote all of such director's and/or officer's MAG Shares FOR the Arrangement Resolution. In making their recommendation, the Board considered a number of factors in deciding that the Arrangement was in the best interests of the Company, including, among others: Immediate value uplift of approximately 21% and 27%, respectively, on a prorated basis to the closing price and the 20-day VWAP of the MAG Shares on the NYSE American LLC ('NYSE American') ending May 9, 2025. The Shareholders have the option to receive either (a) $20.54 in cash for each MAG Share held or (b) $0.0001 in cash and 0.755 of a Pan American Share for each MAG Share held, subject to proration such that the aggregate consideration paid to all Shareholders consists of $500 million in cash and the remaining consideration paid in Pan American Shares. Exposure to Pan American's diversified portfolio of ten silver and gold mines across seven countries and a proven track record of success in exploration, project-development and mining operations. Enlarged growth pipeline with exposure to Pan American's La Colorada Skarn project in Mexico and the potential reopening of Pan American's 100%-owned Escobal mine, one of the world's best silver mines with past production of 20 Moz of silver per year. The Arrangement provides Shareholders with the opportunity to maintain exposure to the Juanicipio Mine, which continues to demonstrate strong operational performance and resource potential. Significantly de-risks Shareholders' exposure by converting a concentrated interest in the Juanicipio Mine into equity ownership of Pan American, a diversified, leading silver producer with meaningful, long-term upside. Equity participation in a well-capitalized, value driven, large-cap silver producer known for returning capital to shareholders, with over $1.0 billion returned to shareholders via dividends and share buybacks since 2010. Greater scale, lower risk and peer leading cash flows driving improved trading liquidity on U.S. and Canadian markets. Eligible Holders (as defined in the Arrangement Agreement) who receive Pan American Shares may make a Section 85 Election (as defined in the Arrangement Agreement) to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the sale of the Eligible Holder's MAG Shares to Pan American. The Company considered, and engaged with, other potential strategic partners and acquirors and determined that it was unlikely that any of those parties would complete a transaction on terms that were superior to the Arrangement, concluding that the transaction with Pan American was in the best interests of the Company. The fairness opinions from Raymond James Ltd., BMO Capital Markets and GenCap Mining Advisory Ltd. that, subject to and based on the considerations, assumptions and limitations described therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders. Pursuant to voting agreements, the directors and senior officers of the Company have agreed to vote all of their MAG Shares, including any MAG Shares issuable upon exercise or redemption of stock options of MAG and other convertible securities of MAG, in favour of the Arrangement. Under the terms of the Arrangement Agreement, the Board will remain able to respond to any unsolicited bona fide written proposal that constitutes a 'Superior Proposal' under the terms of the Arrangement Agreement, subject to a right to match and a break fee that are not expected to deter other potential interested buyers, if any. : The Arrangement Agreement is the result of a comprehensive negotiation process with Pan American that was undertaken by the Company and its legal and financial advisors with the oversight of the special committee of independent directors of the Board formed in respect of the Arrangement (the 'Special Committee'). : Pan American's obligation to complete the Arrangement is subject to a limited number of conditions that the Company believes are reasonable in the circumstances. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified financial and legal advisors. The Special Committee met regularly with financial and legal advisors. The Arrangement was unanimously recommended to the Board by the Special Committee. The Arrangement must be approved by not less than two-thirds (2/3) of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting. The Arrangement must be approved by the Supreme Court of British Columbia, which will consider, among other things, the fairness and reasonableness of the Arrangement to Shareholders. The Arrangement requires clearance under the Competition Act (Canada) and clearance under Mexican anti-trust laws. The terms of the Plan of Arrangement provide that registered Shareholders as of the Record Date who oppose the Arrangement may, upon compliance with certain conditions, exercise dissent rights and, if ultimately successful, receive fair value for their MAG Shares. Under the terms of the Arrangement, Shareholders will be able to elect to receive the consideration as either (i) $20.54 in cash per MAG Share or (ii) 0.755 Pan American Shares per MAG Share, subject to proration such that the aggregate consideration paid to all Shareholders consists of $500 million in cash and the remaining consideration paid in Pan American Shares. Subject to obtaining approval from the Shareholders to the Arrangement Resolution at the Special Meeting, Court approval and certain regulatory approvals, including clearance under the Competition Act (Canada) and clearance under Mexican anti-trust laws, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement, all as more particularly described in the management information circular of the Company, it is currently anticipated that the Arrangement will be completed in the second half of 2025. The meeting materials contain important additional information regarding the Arrangement, including the rights and entitlements of Shareholders thereunder and how Shareholders can attend and vote at the Special Meeting, and accordingly, should be carefully reviewed. The meeting materials will be mailed to all Shareholders of record as at the Record Date and are also available on the Company's website at and under the Company's profile on SEDAR+ at Shareholder Questions Shareholders who have questions or need assistance with voting their MAG Shares should contact Kingsdale Advisors by telephone at 1-800-775-1986 (toll-free in North America) or 1-416-623-2517 (text and call enabled outside North America), or by email at contactus@ About MAG Silver Corp. MAG Silver Corp. is a growth-oriented Canadian mining and exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG is emerging as a top-tier primary silver mining company through its (44%) joint venture interest in the 4,000 tonnes per day Juanicipio Mine, operated by Fresnillo plc (56%). The mine is located in the Fresnillo Silver Trend in Mexico, the world's premier silver mining camp, where in addition to underground mine production and processing of high-grade mineralised material, an expanded exploration program is in place targeting multiple highly prospective targets. MAG is also executing multi-phase exploration programs at the 100% earn-in Deer Trail Project in Utah and the 100% owned Larder Project, located in the historically prolific Abitibi region of Canada. Neither the Toronto Stock Exchange nor the NYSE American has reviewed or accepted responsibility for the accuracy or adequacy of this press release, which has been prepared by management. Certain information contained in this release are 'forward-looking information' and 'forward-looking statements' within the meaning of applicable Canadian and United States securities legislation (collectively herein referred as 'forward-looking statements'), including the 'safe harbour' provisions of provincial securities legislation, the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended and Section 27A of the U.S. Securities Act. Such forward-looking statements include, but are not limited to the anticipated benefits of the Arrangement; the development of the La Colorada Skarn, or the consultation process for Escobal, and any anticipated benefits to the value of the Pan American Shares or financial or operational performance of Pan American that may be derived therefrom; Pan American's plans and expectations for its properties and operations; the timing, satisfaction of closing conditions, consummation and terms of the Arrangement, including the consideration thereunder and benefits derived therefrom; the operation of the Juanicipio mine and exploration of its surrounding regions, the Juanicipio mine's generation of free cash flow, and any anticipated benefits to shareholder value or financial or operational performance that may be derived therefrom. When used in this release, any statements that express or involve discussions with respect to predictions, beliefs, plans, projections, objectives, assumptions or future events of performance (often but not always using words or phrases such as 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'plan', 'strategy', 'goals', 'objectives', 'project', 'potential' or variations thereof or stating that certain actions, events, or results 'may', 'could', 'would', 'might' or 'will' be taken, occur or be achieved, or the negative of any of these terms and similar expressions), as they relate to the Company or management, are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company's expectations regarding forward-looking statements contained in this release include, among others: the impact of inflation and disruptions to the global, regional and local supply chains; tonnage of ore to be mined and processed; future anticipated prices for gold, silver and other metals and assumed foreign exchange rates; the timing and impact of planned capital expenditure projects, including anticipated sustaining, project, and exploration expenditures; the ongoing impact on Pan American and timing of the court-mandated ILO 169 consultation process in Guatemala; ore grades and recoveries; capital, decommissioning and reclamation estimates; Pan American and the Company's mineral reserve and mineral resource estimates and the assumptions upon which they are based; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour-related disruptions at any of Pan American and the Company's operations; no unplanned delays or interruptions in scheduled production; all necessary permits, licenses and regulatory approvals for Pan American's operations are received in a timely manner; Pan American and the Company's ability to secure and maintain title and ownership to mineral properties and the surface rights necessary for our operations; whether Pan American and the Company is able to maintain a strong financial condition and have sufficient capital, to sustain their respective businesses and operations; and Pan American and the Company's ability to comply with environmental, health and safety laws. Although MAG believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and, other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements. Please Note: Investors are urged to consider closely the disclosures in MAG's annual and quarterly reports and other public filings, accessible through the Internet at and CONTACT: For further information on behalf of MAG Silver Corp., please contact Fausto Di Trapani, Chief Financial Officer. Phone: (604) 630-1399 Toll Free: (866) 630-1399 Email: info@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
