First Majestic Announces Effectiveness of Registration Statement on Form F-4 and Record & Meeting Dates of Special Meeting for Gatos Silver Acquisition

Rhea-AI Summary

First Majestic Silver announces two key developments regarding its acquisition of Gatos Silver: First, the Registration Statement on Form F-4 has become effective under the U.S. Securities Act of 1933, marking a important condition for closing the transaction. Second, the company has scheduled a Special Meeting for January 14, 2025, at 11:00 a.m. in Vancouver, where shareholders will vote on the issuance of First Majestic common shares to Gatos stockholders.

The record date is set for November 25, 2024, with meeting materials expected to be distributed around December 9, 2024. Gatos will hold its stockholder meeting virtually on the same day at 10:00 a.m. Subject to both companies' shareholder approvals and other conditions, the transaction is expected to close in early 2025.

Positive

• Registration Statement on Form F-4 becoming effective, clearing a major regulatory hurdle
• Clear timeline established for transaction completion with scheduled shareholder meetings
• Transaction progressing according to plan with expected closing in early 2025

Negative

• None.

Insights

Legal Expert

The effectiveness of Form F-4 registration marks a critical milestone in First Majestic's acquisition of Gatos Silver. This regulatory clearance by the SEC represents a key condition for closing the transaction. The announcement of the special shareholders' meeting date and record date provides a clear timeline for the deal's progression.

The transaction structure requires approval from both companies' shareholders, with meetings scheduled for January 14, 2025. The extensive disclosure requirements and filing of proxy materials demonstrate proper regulatory compliance and transparency. The ongoing Canada Post labour dispute could impact material delivery, but alternative access methods are being arranged to ensure shareholder participation.

The comprehensive disclosure section regarding investor information and merger solicitation indicates thorough legal preparation and compliance with securities regulations. This systematic approach to shareholder approval and regulatory requirements suggests a well-structured transaction moving towards completion in early 2025.

Vancouver, British Columbia--(Newsfile Corp. - December 3, 2024) - First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce that the Registration Statement on Form F-4 (the "F-4") filed by the Company with the United States Securities and Exchange Commission (the "SEC") in connection with the Company's previously announced acquisition of Gatos Silver, Inc. ("Gatos") (the "Transaction") has become effective under the U.S. Securities Act of 1933. The effectiveness of the F-4 is a condition to closing of the Transaction.

The Company is also pleased to announce that it has set the date of the special meeting of First Majestic shareholders (the "Special Meeting") to approve the issuance of First Majestic common shares to Gatos stockholders in connection with the Transaction. The details of the First Majestic Special Meeting are as follows:

Special Meeting of First Majestic Shareholders

Date:	Tuesday, January 14, 2025
Time:	11:00 a.m. (Vancouver time)
Location:	Offices of Bennet Jones LLP Suite 2500 - 666 Burrard Street Vancouver, British Columbia V6C 2X8

 

The record date for the Special Meeting has been set as November 25, 2024 (the "Record Date"). First Majestic currently expects to send the meeting materials for the Special Meeting to shareholders of record as of the Record Date on or about December 9, 2024; however, delivery of materials to some Canadian shareholders may be impacted by the ongoing Canada Post labour dispute which is affecting the delivery of mail within Canada.

The Company will issue another news release within the next couple of weeks to provide additional details regarding the Special Meeting, including how Canadian shareholders may access the meeting materials and vote their First Majestic common shares in the event they do not receive their materials due to the ongoing Canada Post labour dispute.

At the Special Meeting, First Majestic shareholders will be asked to approve the issuance of common shares of First Majestic to Gatos stockholders in connection with the Transaction, as required under the rules of the Toronto Stock Exchange and the New York Stock Exchange.

Holders of shares of Gatos common stock are also required to provide their approval of the Transaction, and accordingly, Gatos has announced that it will hold its stockholder meeting virtually on Tuesday, January 14, 2025, at 10:00 a.m. (Vancouver time), one hour prior to the First Majestic Special Meeting.

Subject to the approval of First Majestic's shareholders and Gatos Silver's stockholders and the satisfaction or waiver of other conditions precedent, it is anticipated that the Transaction will close in early 2025.

Important Information for Investors and Shareholders about the Transaction and Where to Find It

This news release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities of First Majestic or Gatos or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of First Majestic or Gatos in any jurisdiction in contravention of applicable law. This news release may be deemed to be soliciting material relating to the Transaction.

In connection with the proposed transaction between First Majestic and Gatos pursuant to the Merger Agreement and subject to future developments, First Majestic has filed the F-4 with the SEC, which includes a proxy statement of Gatos that also constitutes a prospectus of First Majestic (the "Proxy Statement/Prospectus"). First Majestic will also file a management proxy circular in connection with the proposed Transaction with applicable Canadian securities regulatory authorities. This news release is not a substitute for any registration statement, proxy statement, prospectus or other document First Majestic or Gatos has filed or may file with the SEC or Canadian securities regulatory authorities in connection with the proposed Transaction. Gatos plans to mail to the Gatos stockholders the definitive Proxy Statement/Prospectus in connection with the transaction and First Majestic will deliver its proxy circular to First Majestic shareholders. INVESTORS AND SECURITY HOLDERS OF GATOS AND FIRST MAJESTIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, RESPECTIVELY, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST MAJESTIC, GATOS, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement/Prospectus, the filings with the SEC that are incorporated by reference into the Proxy Statement/Prospectus and other documents filed with the SEC by First Majestic and Gatos containing important information about First Majestic or Gatos and the Transaction through the website maintained by the SEC at www.sec.gov. Investors will also be able to obtain free copies of the management proxy circular and other documents filed with Canadian securities regulatory authorities by First Majestic, through the website maintained by the Canadian Securities Administrators at www.sedarplus.com. In addition, investors and security holders may obtain free copies of the documents filed by First Majestic with the SEC and Canadian securities regulatory authorities on First Majestic's website or by contacting First Majestic's investor relations team. Copies of the documents filed with the SEC by Gatos are available free of charge on Gatos' website at www.gatossilver.com or by contacting Gatos' investor relations team.

Participants in the Merger Solicitation

First Majestic, Gatos and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed Transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of First Majestic and the stockholders of Gatos in connection with the Transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above and other relevant documents when it is filed with the SEC and Canadian securities regulatory authorities in connection with the proposed Transaction. Additional information regarding First Majestic's directors and executive officers is also included in First Majestic's Notice of Annual Meeting of Shareholders and 2024 Proxy Statement, which was filed with the SEC and Canadian securities regulatory authorities on April 15, 2024, and information regarding Gatos' directors and executive officers is also included in Gatos' Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024, as amended by Amendment No. 1 to such annual report filed with the SEC on May 6, 2024 and Gatos' 2024 Proxy Statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2024. These documents are available free of charge as described above.

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, U.S.A.

On September 5, 2024, First Majestic and Gatos announced that they had entered into a definitive merger agreement (the "Merger Agreement") pursuant to which First Majestic will acquire all of the issued and outstanding shares of Gatos common stock. More information relating to the proposed Transaction can be found on the Company's website, www.firstmajestic.com.

First Majestic is proud to own and operate its own minting facility, First Mint, LLC, and to offer a portion of its silver production for sale to the public. Bars, ingots, coins and medallions are available for purchase online at www.firstmint.com, at some of the lowest premiums available.

Investors Contact:

Darrell Rae
Investor Relations

info@firstmajestic.com
(604) 688 3033

Cautionary Note Regarding Forward Looking Statements

This news release contains "forward‐looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by such sections and other applicable laws and "forward-looking information" under applicable Canadian securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the future performance, business prospects or opportunities of First Majestic and/or Gatos that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management of First Majestic and/or Gatos made in good faith in light of management's experience and perception of historical trends, current conditions and expected future developments. Forward‐looking statements in this news release include, but are not limited to, statements with respect to: closing of the Transaction and the terms and timing related thereto; the anticipated timing of shareholder meetings, future news releases and sending meeting materials to shareholders. Assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, guidance cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon guidance and forward‐looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur. All statements other than statements of historical fact may be forward‐looking statements. 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: satisfaction or waiver of all applicable closing conditions for the Transaction on a timely basis or at all including, without limitation, receipt of all necessary shareholder, stock exchange and regulatory approvals or consents and lack of material changes with respect to First Majestic and Gatos and their respective businesses, all as more particularly set forth in the Merger Agreement; the timing of the closing of the Transaction and the failure of the Transaction to close for any reason; the outcome of any legal proceedings that may be instituted against First Majestic or Gatos and others related to the Transaction; unanticipated difficulties or expenditures relating to the Transaction; and delays associated with the ongoing Canada Post labour dispute. First Majestic is not affirming or adopting any statements or reports attributed to Gatos (including prior mineral reserve and resource declaration) in this news release or made by Gatos outside of this news release. In addition, the failure of a party to comply with the terms of the Merger Agreement may result in that party being required to pay a fee to the other party, the result of which could have a material adverse effect on the paying party's financial position and results of operations and its ability to fund growth prospects and current operations. Although First Majestic has attempted to identify important factors that could cause actual results to differ materially from those contained in forward‐looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

First Majestic 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. First Majestic does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information, except as required by applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/232397

FAQ

When is First Majestic's (AG) Special Meeting for the Gatos Silver acquisition?

First Majestic's Special Meeting is scheduled for Tuesday, January 14, 2025, at 11:00 a.m. Vancouver time, at the offices of Bennet Jones LLP in Vancouver.

What is the record date for First Majestic's (AG) Special Meeting regarding the Gatos acquisition?

The record date for the Special Meeting has been set as November 25, 2024.

When is the expected closing date for First Majestic's (AG) acquisition of Gatos Silver?

Subject to shareholder approvals and other conditions, the transaction is anticipated to close in early 2025.

Has First Majestic's (AG) Form F-4 registration for the Gatos acquisition been approved?

Yes, First Majestic's Registration Statement on Form F-4 has become effective under the U.S. Securities Act of 1933.