Vancouver, BC, Canada – 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. (“Sierra Madre”) (TSX.V:SM) (OTCQX:SMDRF) 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 .. see & read more on
https://www.firstmajestic.com/investors/news-releases/first-majestic-announces-proposed-sale-of-the-del-toro-silver-mine-for-up-to-us60m