First Majestic Announces Proposed Sale of the Del Toro Silver Mine for up to US$60M

Rhea-AI Summary

First Majestic (NYSE:AG) entered a definitive agreement dated December 17, 2025 to sell its 100%‑owned Del Toro silver mine to Sierra Madre for up to US$60 million. The Transaction provides US$30M upfront (US$20M cash + US$10M Sierra Madre shares at US$1.30) and up to US$30M contingent payable across milestones: US$10M within 18 months, US$10M on a NI 43‑101 resource disclosure ≥100 Moz AgEq within 48 months, and US$10M on achieving commercial production ≥4,000 tpd for 30 days within 60 months. Closing is conditional on Sierra Madre raising at least CAD$40M, TSXV and Mexican antitrust approvals, and Sierra Madre shareholder approval (meeting expected by end of April 2026). Del Toro was under care and maintenance since January 2020.

Positive

• Upfront consideration of US$30M at closing
• Total consideration up to US$60M including milestone payments
• Share component issued at US$1.30 per Sierra Madre share

Negative

• Major contingencies — US$30M delayed/conditional on financing, resource report, production
• Financing condition — Sierra Madre must raise at least CAD$40M to close
• Regulatory and shareholder approvals required (TSXV, Mexican antitrust, MI 61‑101)

News Market Reaction – AG

-1.40%

2 alerts

-1.40% News Effect

-$114M Valuation Impact

$8.05B Market Cap

0.0x Rel. Volume

On the day this news was published, AG declined 1.40%, reflecting a mild negative market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $114M from the company's valuation, bringing the market cap to $8.05B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Total consideration: up to US$60 million Upfront consideration: US$30 million Cash at closing: US$20 million +5 more

8 metrics

Total consideration up to US$60 million Proposed sale of Del Toro Silver Mine

Upfront consideration US$30 million Payable at closing (cash and shares)

Cash at closing US$20 million Cash portion from Sierra Madre on closing

Share consideration at closing US$10 million In Sierra Madre shares at $1.30 per share

Share pricing $1.30 per share Issue price for Sierra Madre Shares at closing

Minimum financing condition CAD$40 million Concurrent private placement gross proceeds required

Subscription receipts offering up to CAD$50 million Sierra Madre financing expected January 2026

Resource threshold 100Moz AgEq Mineral resources trigger for US$10M contingent payment

Market Reality Check

Price: $29.41 Vol: Volume 25,195,451 is abov...

normal vol

$29.41 Last Close

Volume Volume 25,195,451 is above the 20‑day average of 18,562,849, indicating elevated trading interest. normal

Technical Shares at $16.38 are trading above the 200-day MA of $9.30 and within 5.7% of the 52-week high.

Peers on Argus

AG gained 2.24% while key silver peers like MAG, EXK, and SVM declined between a...

AG gained 2.24% while key silver peers like MAG, EXK, and SVM declined between about 1–2%, indicating a stock-specific move rather than a sector-wide rally.

Historical Context

5 past events · Latest: Dec 15 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 15	Exploration & management	Positive	+0.6%	Santa Elena exploration success and leadership promotion supporting growth plans.
Dec 08	Convertible notes closing	Negative	-4.6%	Completion of US$350M low‑coupon convertible notes offering and refinancing.
Dec 03	Notes pricing	Negative	-1.4%	Pricing of US$300–350M 2031 convertible notes with premium conversion rate.
Dec 03	Notes launch	Negative	-1.4%	Launch of US$300M convertible notes to refinance 2027 notes and for corporate uses.
Nov 20	Early warning filing	Negative	-6.9%	Disclosure of reduced stake in Silver Dollar Resources through share sales.

Pattern Detected

Recent history shows operational and exploration updates drawing modestly positive reactions, while financing and ownership-related announcements have typically seen negative price responses.

Recent Company History

Over the last month, First Majestic reported exploration successes at Santa Elena and a senior management promotion on Dec 15, 2025, which coincided with a modest 0.63% gain. Multiple announcements in early December detailed a US$300–350M convertible senior notes financing and its completion, both followed by single‑digit percentage declines. An early warning filing on Nov 20, 2025 tied to share sales in Silver Dollar Resources also saw a sharper negative move. Against this backdrop, the proposed Del Toro sale adds another portfolio-optimization transaction to the recent financing and asset-management actions.

Market Pulse Summary

This announcement details a definitive agreement to sell the Del Toro mine for total consideration o...

Analysis

This announcement details a definitive agreement to sell the Del Toro mine for total consideration of up to US$60 million, including US$30 million upfront and additional contingent payments tied to resources and production milestones. The deal depends on Sierra Madre completing at least CAD$40 million in financing and securing multiple regulatory and shareholder approvals. In context of recent convertible-note financing and portfolio activity, investors may watch closing progress, contingent-trigger developments, and how proceeds are allocated within First Majestic’s broader asset base.

Key Terms

subscription receipts, private placement financing, tsx venture exchange, national instrument 43-101, +4 more

8 terms

subscription receipts financial

"issue price of the subscription receipts under Sierra Madre's subscription receipts financing"

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

private placement financing financial

"conditional upon Sierra Madre completing a concurrent private placement financing raising at least CAD$40 million"

Private placement financing is when a company raises money by selling stocks, bonds or other securities directly to a small group of chosen investors instead of offering them on the public market. For investors it matters because these deals can change ownership stakes, bring fresh cash for growth or debt reduction, and affect how easy it is to buy or sell those securities later—think of it like inviting a few private backers into a business rather than opening the door to the whole neighborhood.

tsx venture exchange regulatory

"market price (as determined in accordance with the policies of the TSX Venture Exchange"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

national instrument 43-101 regulatory

"technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects"

National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

mineral resources technical

"demonstrates "mineral resources" of at least 100Moz AgEq or Sierra Madre issues a news release"

Mineral resources are naturally occurring concentrations of metals or other valuable materials in the earth that could be mined and sold, like pockets of useful ingredients inside a giant pantry. For investors they show the raw-material potential behind a mining project: bigger or higher-quality resources can mean more future revenue, while the cost, technical difficulty and regulatory hurdles determine how much of that value can actually be realized.

commercial production technical

"if, within 60 months of closing, Sierra Madre achieves commercial production at Del Toro"

Commercial production is the full-scale manufacturing and release of a product for sale to customers after development and any required approvals. It matters to investors because it signals a shift from testing and one-off batches to steady revenue, larger costs for facilities and supplies, and risks around meeting demand and quality standards — like turning a home-cooked recipe into a restaurant menu that must be produced consistently and profitably.

multilateral instrument 61-101 regulatory

"pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

antitrust approval regulatory

"including the receipt by Sierra Madre of various approvals, namely acceptance by the TSXV, Mexican Antitrust approval"

A government sign-off that a merger, acquisition, or business practice does not unfairly reduce competition or create a monopoly. It matters to investors because approval clears a path for expected cost savings, market share gains, or strategic plans to proceed, while rejection or conditions can delay deals, force changes, reduce projected value, or trigger fines — like a referee deciding whether a play is legal and can stand.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - December 17, 2025) - First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) (the "Company" or "First Majestic") is pleased to announce that it has entered into a definitive agreement (the "Agreement") dated December 17, 2025 to sell its 100%-owned past producing Del Toro Silver Mine located in the Municipality of Chalchihuites, Zacatecas, Mexico ("Del Toro"), to Sierra Madre Gold & Silver Ltd. (TSXV: SM) (OTCQX: SMDRF) ("Sierra Madre") for total consideration in cash and shares of up to US$60 million (the "Transaction"), comprised of upfront consideration of US$30 million payable upon closing of the Transaction, and an additional US$30 million in delayed and contingent consideration.

TRANSACTION DETAILS

The Agreement provides that, subject to satisfaction and waiver of certain conditions described below, Sierra Madre will acquire all of the issued and outstanding shares of First Majestic Del Toro, S.A. de C.V., a wholly-owned subsidiary of First Majestic incorporated under the laws of Mexico that holds a 100% interest in Del Toro. In exchange, Sierra Madre is required to pay First Majestic the following consideration:

• At closing, US$20 million in cash and US$10 million in common shares of Sierra Madre ("Sierra Madre Shares") at a price of $1.30 per share, which is equal to the issue price of the subscription receipts under Sierra Madre's subscription receipts financing that is being undertaken in conjunction with the Transaction;

• within 18 months of closing, US$10 million in cash or, at Sierra Madre's option, Sierra Madre Shares at a price per Share equal to the market price (as determined in accordance with the policies of the TSX Venture Exchange (the "TSXV") on the day prior to issuance of the Sierra Madre Shares, subject to a maximum of 10,575,385 Sierra Madre Shares, provided that if the aggregate deemed value (based on the market price of the Sierra Madre Shares on the day prior to issuance) of the maximum number does not equal US$10 million, the remaining balance will be paid in cash;

• if, within 48 months of closing, Sierra Madre files a technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") over any or all of Del Toro that demonstrates "mineral resources" of at least 100Moz AgEq or Sierra Madre issues a news release announcing "mineral resources" of at least 100Moz AgEq, an additional US$10 million in cash or, at Sierra Madre's option, Sierra Madre Shares at a price per Share equal to the market price (as determined in accordance with the policies of the TSXV) on the day prior to issuance of the Sierra Madre Shares, subject to a maximum of 10,575,385 Sierra Madre Shares, provided that if the aggregate deemed value (based on the market price of the Sierra Madre Shares on the day prior to issuance) of the maximum number of Sierra Madre Shares does not equal US$10 million, the remaining balance will be paid in cash; and

• if, within 60 months of closing, Sierra Madre achieves commercial production at Del Toro of at least 4,000 tonnes per day for 30 consecutive days, an additional US$10 million in cash or, at the option of Sierra Madre, Sierra Madre Shares at a price per Share equal to the market price (as determined in accordance with the policies of the TSXV) on the day prior to issuance of the Sierra Madre Shares, subject to a maximum of 10,575,385 Sierra Madre Shares, provided that if the aggregate deemed value (based on the market price of the Sierra Madre Shares on the day prior to issuance) of the maximum number of Sierra Madre Shares does not equal US$10 million, the remaining balance will be paid in cash.

All Sierra Madre Shares issued to First Majestic under the Transaction will be subject to a hold period ending on the date that is four months and one day following the date of issuance of the Sierra Madre Shares. In addition, First Majestic has agreed to further contractual resale restrictions on such Sierra Madre Shares under the Agreement. A fully copy of the Agreement will be available on Sierra Madre's SEDAR+ profile at www.sedarplus.ca within ten days of this news release.

The Transaction is conditional upon Sierra Madre completing a concurrent private placement financing raising at least CAD$40 million in gross proceeds, as well as customary conditions including the receipt by Sierra Madre of various approvals, namely acceptance by the TSXV, Mexican Antitrust approval as well as disinterested shareholder approval of Sierra Madre's shareholders pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Sierra Madre has announced that it is undertaking an offering of up to CAD$50 million in subscription receipts, which it expects to be completed in January 2026. For further details regarding Sierra Madre's financing, investors should refer to Sierra Madre's news release dated December 17, 2025 announcing the Transaction.

Sierra Madre will seek shareholder approval for the Transaction at a meeting of its shareholders that it expects to hold by the end of April 2026. The Transaction will require approval of a simple majority of the votes cast at such shareholder meeting by shareholders of Sierra Madre present in person or represented by proxy excluding votes attached to Sierra Madre Shares held by First Majestic or any other persons required to be excluded under MI 61-101.

The Del Toro Silver Mine is a past producing silver, gold and lead operation that was placed under care and maintenance by First Majestic in January 2020. Sierra Madre is a precious metals company focused on the La Guitarra Silver Mine in the Temascaltepec mining district, Mexico, and the exploration and development of its Tepic property in Nayarit, Mexico. Sierra Madre acquired the La Guitarra mine from First Majestic in 2023 and commenced commercial production in January 2025.

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 four producing underground mines in Mexico: the Los Gatos Silver Mine (the Company holds a 70% interest in the Los Gatos Joint Venture that owns and operates the mine), the Santa Elena Silver/Gold Mine, the San Dimas 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.

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.

For further information, contact info@firstmajestic.com visit our website at www.firstmajestic.com or call our toll-free number 1.866.529.2807.

FIRST MAJESTIC SILVER CORP.

"signed"

Keith Neumeyer, President & CEO

Cautionary Note Regarding Forward Looking Statements

This news release contains "forward‐looking information" and "forward-looking statements" under applicable Canadian and U.S. securities laws (collectively, "forward‐looking statements"). These statements relate to future events or the Company's future performance, business prospects or opportunities that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management made in light of management's experience and perception of historical trends, current conditions and expected future developments. 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". Forward-looking statements include, but are not limited to, completion of the Transaction, the payment of the delayed and contingent consideration, the satisfaction and waiver of certain conditions, including the completion of Sierra Madre's private placement and the receipt of various approvals required by Sierra Madre, and the timing of closing. These statements are based on the Company's assumptions that all conditions to closing of the Transaction will be satisfied in a timely manner and closing will occur in the first half of 2026. These assumptions may prove to be incorrect and actual results may differ materially from those anticipated. 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: risks related to the completion of Sierra Madre's private placement, the risk that the approval of the TSX Venture Exchange will not be obtained, the risk that shareholder approval will not be obtained from Sierra Madre's shareholders, risks related to the parties' ability to satisfy the conditions of closing of the Transaction, as well as those factors discussed in the section entitled "General Development of the Business - Risk Factors" in the Company's most recent Annual Information Form for the year ended December 31, 2024 filed with the Canadian securities regulatory authorities under the Company's SEDAR+ profile at www.sedarplus.ca, and in the Company's Annual Report on Form 40-F for the year ended December 31, 2024 filed with the United States Securities and Exchange Commission on EDGAR at www.sec.gov/edgar. 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. The Company 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. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278425

FAQ

What is First Majestic selling to Sierra Madre under the December 17, 2025 agreement (NYSE:AG)?

First Majestic is selling its 100% interest in the Del Toro silver mine via the share sale of First Majestic Del Toro for up to US$60M in cash and Sierra Madre shares.

How is the US$60M purchase price for Del Toro structured for First Majestic (AG)?

US$30M payable at closing (US$20M cash + US$10M Sierra Madre shares at US$1.30) plus up to US$30M in contingent payments tied to financing, a NI 43‑101 ≥100 Moz AgEq, and production milestones.

What closing conditions could prevent the Del Toro sale from closing for First Majestic (AG)?

Closing requires Sierra Madre to raise at least CAD$40M, TSXV acceptance, Mexican antitrust approval, and Sierra Madre shareholder approval under MI 61‑101.

When must Sierra Madre achieve the technical‑report milestone to trigger US$10M to First Majestic (AG)?

Sierra Madre must file or announce a NI 43‑101 report demonstrating ≥100 Moz AgEq within 48 months of closing to trigger the US$10M payment.

What production milestone will trigger the final US$10M payment to First Majestic (AG)?

Achieving commercial production of ≥4,000 tonnes per day for 30 consecutive days within 60 months of closing triggers the final US$10M payment.

What are the resale and hold restrictions on Sierra Madre shares issued to First Majestic (AG)?

Sierra Madre shares issued to First Majestic are subject to a four‑month plus one day hold period and additional contractual resale restrictions under the agreement.