The Toronto Stock Exchange reports that Pan American Silver Corp. is proposing to acquire all of the issued and outstanding common shares of Mag Silver Corp., pursuant to a plan of arrangement involving Mag Silver and Pan American, pursuant to Section 288 of the Business Corporations Act. According to the TSX, holders of Mag Silver shares may elect to receive in respect of their Mag Silver shares at the effective time of the arrangement either: (i) $20.54 (U.S.) in cash for each Mag Silver share held; or (ii) 0.01 U.S. cent in cash and 0.755 of a common share of Pan American for each Mag Silver share held, in each case subject to proration such that the aggregate consideration paid to all shareholders consists of $500-million (U.S.) in cash and the remaining consideration paid in Pan American shares, all in accordance with the arrangement.

Notwithstanding an election to receive either the cash consideration or the share consideration, the cash consideration and the share consideration are each subject to proration provisions under which a shareholder may receive both cash and Pan American shares in exchange for Mag Silver shares, such that the aggregate consideration paid to all Mag Silver shareholders will consist of $500-million (U.S.) in cash and the remaining consideration paid in Pan American shares.

The TSX notes that no fractional Pan American shares will be issued to any shareholder pursuant to the arrangement. The total number of Pan American shares to be issued to a shareholder as consideration under the arrangement shall be rounded up or down to the closest whole number, and no consideration shall be paid in lieu of the issuance of a fractional Pan American share. If the total cash amount a shareholder is entitled to receive pursuant to the arrangement would otherwise include a fraction of a cent, then the aggregate cash amount such shareholder shall be entitled to receive shall be rounded up to the nearest whole cent.

According to the TSX, the election deadline is 2 p.m. Vancouver time on Aug. 27, 2025. Shareholders must return the letter of transmittal and election form, together with Mag Silver share certificates, to Computershare Investor Services Inc. at its principal offices in Toronto prior to the election deadline. Any letter of transmittal and election form, once deposited with the depositary, shall be irrevocable and may not be withdrawn. In the case of Mag Silver shares held in the direct registration system (DRS), the letter of transmittal must be completed with sufficient information to correctly identify the shareholder based on the applicable DRS advices. Non-registered holders of Mag Silver shares holding their Mag Silver shares through a broker, investment dealer or other intermediary should carefully follow the instructions and deadlines from the intermediary that holds such Mag Silver shares on their behalf, and should contact such intermediary for instructions and assistance in making an election or with any questions about their election.

The TSX reports that trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on Aug. 27, 2025, will settle on the same day. Shareholders who do not make an election before the election deadline will be deemed to have elected to receive the share consideration for each Mag Silver share held by such shareholders, subject to proration. For more information, see Mag Silver's management information circular dated June 6, 2025, available on SEDAR+.