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Mag Silver Corp
Symbol MAG
Shares Issued 103,663,293
Close 2025-08-27 C$ 33.06
Market Cap C$ 3,427,108,467
Recent Sedar Documents

Mag releases preliminary results of holder election

2025-08-28 15:50 ET - News Release

Mr. Fausto Di Trapani reports

MAG ANNOUNCES PRELIMINARY RESULTS OF ELECTION BY SHAREHOLDERS REGARDING FORM OF CONSIDERATION

Mag Silver Corp. has released the preliminary results of the elections made by Mag shareholders of record regarding the form of consideration they wish to receive in connection with the previously announced plan of arrangement, whereby Pan American Silver Corp. will acquire all of the issued and outstanding common shares of the company. As previously announced, the deadline to have made such an election was 2 p.m. Vancouver time on Aug. 27, 2025. All amounts are expressed in U.S. dollars unless otherwise indicated.

All required key approvals and authorizations to consummate the arrangement have been obtained, including Mexican competition approval, Canadian competition approval, the approval of Mag shareholders, the final order of the Supreme Court of British Columbia, and the conditional approval of the Toronto Stock Exchange and the New York Stock Exchange. The parties expect to close ahe Arrangement on or about Sept. 4, 2025, subject to the satisfaction or waiver of customary closing conditions.

Pursuant to the arrangement agreement dated May 11, 2025, as amended on May 30, 2025, and June 6, 2025, between Mag and Pan American, registered holders of Mag shares were entitled to elect, prior to the election deadline, to receive either:

  1. $20.54 in cash for each Mag share held;
  2. Or 0.01 cent in cash and 0.755 of a common share of Pan American for each Mag share held.

In each case, the consideration is subject to proration in connection with the arrangement.

As previously disclosed, any holder of Mag shares who failed to make a proper election in respect of their Mag shares prior to the election deadline, or who chose not to make an election, will be deemed to have elected to receive, for each Mag share held by such person, the share consideration, subject to proration. The cash consideration and the share consideration are each subject to proration provisions, such that the aggregate consideration paid to all Mag shareholders will consist of $500-million in cash and the remaining consideration paid in Pan American shares. Accordingly, a Mag shareholder may receive both cash and Pan American shares in exchange for Mag shares, regardless of such holder's election to receive the cash consideration or the share consideration.

Based on available information as of the election deadline, the preliminary results of the consideration election are as follows:

  • Mag shareholders of record of approximately 1.71 per cent of the outstanding Mag shares elected to receive the cash consideration;
  • Mag shareholders of record of approximately 30.55 per cent of the outstanding Mag shares elected to receive the share consideration;
  • Mag shareholders of record of approximately 67.74 per cent of the outstanding Mag shares did not make a valid election or did not deliver a valid letter of transmittal and election form prior to the election deadline, and accordingly were deemed to have elected to receive the share consideration,

In each case, the consideration is subject to proration.

The foregoing results are preliminary only and final certified results are not expected to be available until shortly before closing. After the final results of the election process are determined, the final allocation of the consideration will be computed in accordance with the arrangement agreement.

Additional information regarding the arrangement and the procedure for the exchange of Mag shares for the consideration is provided in the company's management information circular dated June 6, 2025. The circular is available under the company's SEDAR+ profile and on the company's website.

Following completion of the arrangement, the Mag shares are expected to be delisted from the Toronto Stock Exchange and NYSE American LLC. An application has been made for Mag to cease to be a reporting issuer in the applicable jurisdictions, subject to the completion of the arrangement.

About Mag Silver Corp.

Mag Silver is a growth-oriented Canadian mining and exploration company focused on advancing high-grade, district-scale precious metals projects in the Americas. Mag is a top-tier primary silver mining company through its (44-per-cent) joint venture interest in the 4,000-tonne-per-day Juanicipio mine, operated by Fresnillo PLC (56 per cent). 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 mineralized material, an expanded exploration program is in place targeting multiple highly prospective targets. Mag is also executing multiphase exploration programs at the 100-per-cent-earn-in Deer Trail project in Utah and the 100-per-cent-owned Larder project, located in the historically prolific Abitibi region of Canada.

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