Pan American Silver to acquire MAG Silver for $20.54 per share, or $2.1B

Pan American Silver (PAAS) and MAG Silver (MAG) are pleased to announce that they have entered into a definitive agreement whereby Pan American will acquire all of the issued and outstanding common shares of MAG pursuant to a plan of arrangement. MAG is a tier-one primary silver mining company through its 44% joint venture interest in the large-scale, high-grade Juanicipio mine, operated by Fresnillo, who holds the remaining 56% interest in the Juanicipio joint venture. Under the terms of the Transaction, MAG shareholders will receive total consideration of approximately $2.1B representing $20.54 per MAG share, based on the closing price of Pan American’s common shares on the New York Stock Exchange on May 9, 2025. Consideration will be comprised of a mix of cash totaling $500M and 0.755 Pan American shares per MAG share, subject to proration. The consideration represents premiums of approximately 21% and 27%, respectively, on a prorated basis to the closing price and the 20-day volume weighted average price of MAG’s common shares on the NYSE American ending May 9, 2025. Following completion of the Transaction, existing MAG shareholders will own approximately 14% of Pan American shares on a fully diluted basis, benefiting from participation in a larger, diversified, and growth-oriented silver and gold producer. All directors and executive officers of MAG have entered into voting support agreements with Pan American pursuant to which they have agreed, subject to the terms of such agreements, to vote their MAG shares in favor of the Transaction. The Transaction is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions, including clearance under Mexican anti-trust laws, and approval of the listing of the Pan American common shares to be issued under the Transaction on both the Toronto Stock Exchange and the NYSE.