Vancouver, British Columbia — December 17, 2025 — Leads & Copy — First Majestic Silver Corp. has entered into a definitive agreement to sell its 100%-owned past producing Del Toro Silver Mine to Sierra Madre Gold & Silver Ltd. for up to US$60 million.
Under the agreement dated December 17, 2025, 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 that holds a 100% interest in Del Toro, located in the Municipality of Chalchihuites, Zacatecas, Mexico.
Sierra Madre will pay First Majestic total consideration in cash and shares of up to US$60 million for the Del Toro Silver Mine. The transaction includes upfront consideration of US$30 million payable upon closing, and an additional US$30 million in delayed and contingent consideration.
At closing, Sierra Madre will pay US$20 million in cash and US$10 million in common shares of Sierra Madre at a price of $1.30 per share.
Within 18 months of closing, Sierra Madre will pay US$10 million in cash or, at its option, Sierra Madre Shares at a price per Share equal to the market price, subject to a maximum of 10,575,385 Sierra Madre Shares. If the aggregate deemed value 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 demonstrating mineral resources of at least 100Moz AgEq or issues a news release announcing mineral resources of at least 100Moz AgEq, an additional US$10 million will be paid in cash or Sierra Madre Shares at a price per Share equal to the market price, subject to a maximum of 10,575,385 Sierra Madre Shares. If the aggregate deemed value of the maximum number of Sierra Madre Shares does not equal US$10 million, the remaining balance will be paid in cash.
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 will be paid in cash or Sierra Madre Shares at a price per Share equal to the market price, subject to a maximum of 10,575,385 Sierra Madre Shares. If the aggregate deemed value 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 four months and one day following the date of issuance. First Majestic has agreed to further contractual resale restrictions on such Sierra Madre Shares under the Agreement.
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, 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.
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 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.
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 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.
For further information, contact info@firstmajestic.com or call 1.866.529.2807.
Keith Neumeyer, President & CEO
Source: First Majestic Silver Corp.
