Pan American Silver to Acquire MAG Silver, Adding Key Mexican Mine

Vancouver, British Columbia, Canada – Pan American Silver Corp. is set to acquire MAG Silver Corp. in a significant deal valued at approximately $2.1 billion.

The move aims to bolster Pan American’s silver holdings with a strategic 44% interest in the high-grade Juanicipio mine located in Zacatecas, Mexico.

The companies announced today that they have entered into a definitive agreement for Pan American to acquire all outstanding common shares of MAG Silver through a plan of arrangement.

Under the terms of the arrangement, MAG shareholders will receive total consideration valued at $20.54 per share, based on Pan American’s closing stock price on May 9, 2025. The consideration will be a mix of $500 million in cash and 0.755 Pan American shares for each MAG share, subject to proration.

According to the announcement, this represents a premium of roughly 21% to 27% to MAG’s recent trading prices. Following the completion of the transaction, current MAG shareholders are expected to own approximately 14% of Pan American Silver.

Michael Steinmann, President and CEO of Pan American, stated that the acquisition brings “one of the best silver mines in the world” into their portfolio. He described Juanicipio as a large-scale, high-grade, low-cost mine that will significantly increase Pan American’s exposure to high-margin silver ounces. Steinmann also highlighted future growth potential from exploration at Juanicipio and MAG’s other properties.

George Paspalas, President and CEO of MAG Silver, commented that the transaction offers a “compelling opportunity” for their shareholders, providing an immediate premium and meaningful exposure to Pan American’s assets and growth strategy. He noted that the acquisition derisks MAG shareholders’ exposure by converting a concentrated interest in Juanicipio into equity ownership in a more diversified silver producer.

The Juanicipio mine, operated by Fresnillo plc (which holds the remaining 56% interest in the joint venture), is a cornerstone of the deal.

The report highlighted several key benefits of the acquisition for Pan American:

• Adds a 44% ownership interest in a top-tier silver mine.
• Strengthens Pan American’s position as a premier silver producer.
• Adds significant proven and probable silver reserves (58 Moz on a 44% basis).
• Contributes high-margin ounces with low projected cash costs.
• Bolsters free cash flow generation, projected at approximately $98 million (on a 44% pro forma basis) for 2025.
• Provides access to significant exploration upside at Juanicipio (only 10% explored) and other acquired projects.
• Leverages Pan American’s extensive experience operating in the Americas.
• Uses $500 million of Pan American’s strong cash balance to fund the cash portion of the deal.

For MAG shareholders, key benefits include:

• An attractive immediate premium over recent trading prices.
• Diversified exposure and growth opportunities through Pan American’s portfolio across seven countries.
• Continued participation in the Juanicipio mine’s performance and potential.
• Reduced risk compared to holding a concentrated interest.
• Equity participation in a financially strong producer with a history of returning capital to shareholders.
• Increased liquidity and market presence.

The transaction is expected to close in the second half of 2025, subject to customary closing conditions, including approval by 66 2/3% of votes cast by MAG shareholders at a special meeting planned for July 2025, as well as Mexican anti-trust clearance and stock listing approvals. Pan American shareholder approval is not required.

Pan American Silver, headquartered in Vancouver, B.C., is a leading producer of silver and gold with mines operating across the Americas. The company has been operating for over three decades and holds interests in exploration and development projects, including the Escobal mine in Guatemala, which is currently not operating.

MAG Silver, also based in Vancouver, B.C., is a growth-oriented mining and exploration company focused on precious metals projects in the Americas, with its primary asset being its joint venture interest in the high-grade Juanicipio mine in Mexico’s Fresnillo Silver Trend.

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