First Majestic Completes US$350 Million Offering of Convertible Senior Notes

Rhea-AI Summary

First Majestic (NYSE: AG) closed a US$350 million offering of 0.125% unsecured convertible senior notes due 2031, consisting of US$300 million initial notes plus a US$50 million over-allotment.

The initial conversion rate is 44.7227 shares per US$1,000 (≈US$22.36 per share). A portion of proceeds will repurchase approximately US$174.7 million principal of existing 0.375% convertible notes due 2027 for about US$214.7 million; remaining net proceeds are for general corporate purposes and strategic opportunities.

The notes and underlying shares are not registered under the U.S. Securities Act and rely on exemptions for any distributions in Canada and the U.S.

Positive

• US$350M new financing closed
• Notes mature in 2031, extending debt maturity
• Repurchase reduces 2027 convertible principal by US$174.7M

Negative

• Repurchase paid ~US$214.7M for US$174.7M principal (cash premium)
• New convertible issuance creates potential dilution at US$22.36 conversion price
• Notes and shares are unregistered, limiting resale liquidity in U.S./Canada

Key Figures

Convertible notes size US$300 million Aggregate principal amount of 0.125% notes due 2031

Over-allotment notes US$50 million Additional principal from over-allotment option closing

Coupon rate 0.125% per annum Unsecured convertible senior notes due 2031

Maturity year 2031 Due date of new convertible senior notes

Conversion rate 44.7227 shares per US$1,000 Initial conversion rate for new notes

Conversion price US$22.36 per share Initial conversion price implied by conversion rate

Existing notes repurchased US$174.7 million Aggregate principal of 0.375% notes due 2027 to be repurchased

Repurchase payment US$214.7 million Aggregate cash payment for repurchase of existing notes

Market Reality Check

$15.06 Last Close

Volume Volume 17,436,990 vs 20-day average 16,340,827 (relative volume 1.07x). normal

Technical Price $15.06 is trading above 200-day MA at $8.94, and 7.49% below 52-week high.

Peers on Argus

AG was up 0.27% while key peers MAG, EXK, NGD and BVN fell between 1.33% and 3.51%, indicating stock-specific behavior rather than a broad silver-sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Convertible notes pricing	Negative	-1.4%	Priced US$300–350M 0.125% 2031 convertible notes with set conversion terms.
Dec 03	Convertible notes launch	Negative	-1.4%	Announced launch of US$300M 2031 convertible note offering and use of proceeds.
Nov 20	Equity stake reduction	Negative	-6.9%	Disclosed sale of 1,060,500 Silver Dollar Resources shares and stake reduction.
Nov 05	Large share sale	Negative	-7.7%	Sold 17.5M Sierra Madre shares for CAD$23.275M gross proceeds.
Nov 05	Earnings and dividend	Positive	-7.7%	Reported record Q3 2025 production, revenue and cash with quarterly dividend.

Pattern Detected

Recent corporate actions and even strong Q3 results were followed by negative price reactions, suggesting a tendency for weakness around capital markets and portfolio news.

Recent Company History

Over the last few months, First Majestic reported record Q3 2025 results with revenue of $285.1M, EBITDA of $128.6M, free cash flow of $98.8M and cash of $568.8M, yet the stock fell 7.7% after that release. The company also sold sizeable positions in Sierra Madre and Silver Dollar, with those early warning releases coinciding with further declines. More recently, it launched and priced a US$300M–350M convertible notes offering, which saw a 1.38% negative reaction, and today’s closing of that deal follows this sequence of financing and portfolio adjustments.

Market Pulse Summary

This announcement confirms closing of First Majestic’s US$350M 0.125% convertible note financing, with proceeds partly used to repurchase about US$174.7M of 2027 notes for roughly US$214.7M. In context of recent record Q3 results and prior equity stake sales, it adds another balance sheet-focused step. Investors may watch how the new notes’ US$22.36 conversion price, future debt profile, and subsequent capital allocation decisions interact with operational performance.

Key Terms

convertible senior notes financial

"offering of US$300 million aggregate principal amount of 0.125% unsecured convertible senior notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

over-allotment option financial

"additional US$50 million ... pursuant to the exercise in full of the over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Securities Act regulatory

"registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

prospectus regulatory

"not been and will not be registered under the U.S. Securities Act ... or qualified by a prospectus in Canada"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

exemption from registration regulatory

"may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration"

Exemption from registration means that certain financial instruments or offerings are not required to go through a formal registration process with regulatory authorities. This can make it easier and faster for companies to raise money or offer securities to investors. For investors, it matters because it may affect how much information is available about the investment and the level of oversight involved.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - December 8, 2025) - First Majestic Silver Corp. (NYSE: AG) (TSX: AG) (FSE: FMV) ("First Majestic" or the "Company") announced today the closing of its previously announced offering (the "Offering") of US$300 million aggregate principal amount of 0.125% unsecured convertible senior notes due in 2031 (the "Notes"). The Company also announced the concurrent closing of an additional US$50 million aggregate principal amount of Notes pursuant to the exercise in full of the over-allotment option granted to the initial purchasers of the Notes. The initial conversion rate for the Notes is 44.7227 common shares of the Company (the "Shares") per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$22.36 per Share.

The Company will use a portion of the proceeds of the Offering to complete the repurchase, in separate privately negotiated transactions, of approximately US$174.7 million aggregate principal amount of its outstanding 0.375% convertible senior notes (the "Existing Notes") due in 2027 for payment of approximately US$214.7 million in aggregate. The Company intends to use the remainder of the net proceeds from the Offering for general corporate purposes, including strategic opportunities.

The Notes and the Shares into which the Notes are convertible, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified by a prospectus in Canada. The Notes and the Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration under the Securities Act and may not be offered or sold in Canada except pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.

This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or the Shares into which the Notes are convertible, and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or the Shares into which the Notes are convertible in any jurisdiction in which such offer, solicitation or sale is unlawful.

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.

For further information, contact info@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. Forward-looking statements in this news release include, but are not limited to: the proposed use of proceeds of the Offering and the completion of the repurchase of the Existing Notes and the amount to be repurchased by the Company. Assumptions may prove to be incorrect and actual results and future events may differ materially from those anticipated. Consequently, guidance cannot be guaranteed. As such, readers 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 "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved") are not statements of historical fact and may be "forward-looking statements".

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of First Majestic to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the willingness of holders of Existing Notes to resell their Existing Notes to the Company, 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. First Majestic 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/277223

FAQ

What did First Majestic announce about the US$350 million convertible offering (AG) on December 8, 2025?

First Majestic closed a US$350 million offering of 0.125% convertible senior notes due 2031, including a US$50 million over-allotment.

How many shares is one convertible note convertible into for First Majestic (AG)?

The initial conversion rate is 44.7227 shares per US$1,000 principal, equivalent to about US$22.36 per share.

How will First Majestic use proceeds from the AG convertible offering?

A portion funds repurchase of ~US$174.7M of existing 0.375% convertible notes due 2027 for ~US$214.7M; the remainder supports general corporate purposes and strategic opportunities.

Does the AG convertible offering affect share registration or resale in the U.S.?

The notes and shares are not registered under the U.S. Securities Act; resale in the U.S. requires registration or an available exemption.

What is the maturity date and coupon on the new AG notes?

The new convertible senior notes carry a 0.125% coupon and mature in 2031.