MAG Silver 6K Unaudited Condensed Interim Consolidated Financial Statements | MAG 12 Nov 24

Exhibit 99.1

MAG Silver Corp.

Unaudited Condensed Interim Consolidated Financial Statements

(expressed in thousands of US dollars)

For the three and nine months ended September 30, 2024

Dated: November 8, 2024

VANCOUVER OFFICE

Suite 770

800 W. Pender Street

Vancouver, BC V6C 2V6

604 630 1399 phone

866 630 1399 toll free

604 681 0894 fax

TSX: MAG

NYSE American : MAG

info@magsilver.com

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Income and Comprehensive Income
For the three and nine months ended September 30, 2024 and 2023
(In thousands of US dollars, except for shares and per share amounts - Unaudited)
		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2024			2023			2024			2023
	Note	$			$			$			$

Income from equity accounted investment in Juanicipio	5		25,552			13,692			69,919			44,030
General and administrative expenses	3		(3,529	)		(4,094	)		(11,052	)		(10,599	)
General exploration and business development			(138	)		(468	)		(590	)		(610	)
Operating income			21,885			9,130			58,277			32,821

Interest income			1,336			663			3,091			1,868
Other income	8		533			269			1,720			629
Financing costs			(211	)		-			(553	)		-
Foreign exchange loss			(41	)		(192	)		(144	)		(204	)
Income before income tax			23,502			9,870			62,391			35,114

Deferred income tax expense			(1,210	)		(1,008	)		(3,590	)		(2,149	)
Net income			22,292			8,862			58,801			32,965

Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Unrealized gain (loss) on equity securities			1			(2	)		1			(4	)
Total comprehensive income			22,293			8,860			58,802			32,961


Basic earnings per share			0.22			0.09			0.57			0.32
Diluted earnings per share			0.22			0.09			0.57			0.32

Weighted average number of shares outstanding	7
Basic			103,184,518			102,945,350			103,104,001			102,329,945
Diluted			104,158,011			103,501,006			104,067,728			102,934,823

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Financial Position
As at September 30, 2024 and December 31, 2023
(In thousands of US dollars, unless otherwise stated - Unaudited)
	Note		September 30, 2024			December 31, 2023
			$			$
Assets
Current assets
Cash				113,491			68,707
Accounts receivable		4		1,675			1,559
Prepaid expenses				2,094			1,787
				117,260			72,053
Non-current assets
Investment in Juanicipio		5		394,928			394,622
Exploration and evaluation assets		6		74,519			52,637
Deferred financing fees				653			909
Property and equipment				236			301
Investments				8			8
				470,344			448,477
Total assets				587,604			520,530
Liabilities
Current liabilities
Trade and other payables				3,314			2,668
Lease obligation				40			154
Flow-through share premium liability		8		249			1,969
				3,603			4,791
Non-current liabilities
Deferred income taxes				12,088			8,498
Provision for reclamation				484			484
Total liabilities				16,175			13,773

Equity
Share capital				618,649			614,364
Equity reserve				22,349			20,764
Accumulated other comprehensive income				782			781
Deficit				(70,351	)		(129,152	)
Total equity				571,429			506,757
Total liabilities and equity				587,604			520,530

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2024 and 2023
(In thousands of US dollars, unless otherwise stated - Unaudited)
			For the three months ended						For the nine months ended
			September 30,			September 30,			September 30,			September 30,
			2024			2023			2024			2023
	Note		$			$			$			$

OPERATING ACTIVITIES
Net income				22,292			8,862			58,801			32,965
Items not involving cash:
Amortization of flow-through premium liability		8		(533	)		(269	)		(1,720	)		(629	)
Depreciation and amortization		3		100			133			394			201
Deferred income tax expense				1,210			1,008			3,590			2,149
Amortization of deferred financing fees				86			-			256			-
Income from equity accounted investment in Juanicipio		5		(25,552	)		(13,692	)		(69,919	)		(44,030	)
Share-based compensation expense		3,7		991			822			3,010			2,597
Unrealized foreign exchange gain				146			129			(44	)		102

Movements in non-cash working capital
Accounts receivable				(584	)		281			(824	)		229
Prepaid expenses				(401	)		642			(307	)		(104	)
Trade and other payables				364			783			(31	)		288
Net cash used in operating activities				(1,881	)		(1,301	)		(6,794	)		(6,232	)

INVESTING ACTIVITIES
Exploration and evaluation expenditures		6		(5,392	)		(3,811	)		(17,025	)		(10,053	)
Acquisition of exploration property		6		-			-			(3,802	)		-
Investment in Juanicipio		5		-			(53	)		-			(25,376	)
Receipt of principal on loans to Juanicipio		5		21,934			8,800			65,235			8,800
Receipt of interest on loans to Juanicipio		5		715			2,495			4,692			5,789
Purchase of equipment				-			(19	)		-			(19	)
Net cash from / (used in) investing activities				17,257			7,412			49,100			(20,859	)

FINANCING ACTIVITIES
Issuance of common shares upon exercise of stock options		7		961			-			2,548			225
Issuance of common shares, net of share issue costs		7		-			136			-			39,541
Issuance of flow-through shares, net of share issue costs		7		-			-			-			16,208
Payment of lease obligation principal				(37	)		(33	)		(114	)		(94	)
Net cash from financing activities				924			103			2,434			55,880

Effect of exchange rate changes on cash				(146	)		(359	)		44			(225	)

Increase in cash during the period				16,154			5,855			44,784			28,564
Cash, beginning of period				97,337			52,664			68,707			29,955
Cash, end of period				113,491			58,519			113,491			58,519

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2024 and 2023
(In thousands of US dollars, except shares - Unaudited)
			Common shares without par value
	Notes		Number of Shares		Amount			Equity reserve			Accumulated other comprehensive income (loss)			Deficit			Total equity
			#		$			$			$			$			$
Balance, January 1, 2023				98,956,808		559,933			18,790			784			(177,811	)		401,696
Stock options exercised				28,787		397			(90	)		-			-			307
Restricted and performance share units converted				112,605		1,215			(1,215	)		-			-			-
Shares issued for cash, net of flow-through share premium liability				3,874,450		56,761			-			-			-			56,761
Share issue costs				-		(3,942	)		-			-			-			(3,942	)
Share-based compensation				-		-			3,279			-			-			3,279

Other comprehensive loss				-		-			-			(3	)		-			(3	)
Net income				-		-			-			-			48,659			48,659
Balance, December 31, 2023				102,972,650		614,364			20,764			781			(129,152	)		506,757
Stock options exercised		7		255,403		3,379			(831	)		-			-			2,548
Restricted and performance share units converted		7		28,902		410			(410	)		-			-			-
Deferred share units converted		7		50,000		496			(496	)								-
Share-based compensation		7		-		-			3,322			-			-			3,322

Other comprehensive income				-		-			-			1			-			1
Net income				-		-			-			-			58,801			58,801
Balance, September 30, 2024				103,306,955		618,649			22,349			782			(70,351	)		571,429


Balance, January 1, 2023				98,956,808		559,933			18,790			784			(177,811	)		401,696
Stock options exercised				21,346		292			(67	)		-			-			225
Restricted and performance share units converted				96,009		994			(994	)		-			-			-
Shares issued for cash, net of flow-through share premium liability				3,874,450		56,761			-			-			-			56,761
Share issue costs				-		(3,942	)		-			-			-			(3,942	)
Share-based compensation				-		-			2,869			-			-			2,869

Other comprehensive loss				-		-			-			(4	)		-			(4	)
Net income				-		-			-			-			32,965			32,965
Balance, September 30, 2023				102,948,613		614,038			20,598			780			(144,846	)		490,570

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

NATURE OF OPERATIONS

MAG Silver Corp. (the “Company” or “MAG”) is a growth-oriented Canadian mining and exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG is the ultimate parent company of its consolidated group, was incorporated on April 21, 1999, and is governed by the Business Corporations Act of the Province of British Columbia (“BCABC"). MAG’s shares are listed on both the Toronto Stock Exchange in Canada and the NYSE American, LLC in the United States of America.

The Company’s principal asset is a 44% interest in the Juanicipio Mine (Note 5 “Investment in Juanicipio”) located in Zacatecas, Mexico, which achieved commercial production at its 4,000 tonnes per day (“tpd”) processing facility on June 1, 2023.

Address of registered office of the Company:

3500 – 1133 Melville Street

Vancouver, British Columbia,

Canada V6E 4E5

Head office and principal place of business:

770 – 800 West Pender Street

Vancouver, British Columbia,

Canada V6C 2V6

MATERIAL ACCOUNTING POLICY INFORMATION

(a)

Statement of compliance

These condensed unaudited interim consolidated financial statements (“Interim Financial Statements”) are prepared under IAS 34 Interim Financial Reporting (“IAS 34”) in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). They do not include all of the information required for full annual IFRS financial statements and therefore should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023.

The accounting policies applied in the preparation of the Interim Financial Statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2023.

These Interim Financial Statements have been prepared on a historical cost basis except for the revaluation of certain financial instruments, which are stated at their fair value.

These Interim Financial Statements were authorized for issuance by the Board of Directors of the Company on November 8, 2024.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

(b)

Significant accounting judgments and estimates

The Company makes certain significant judgments and estimates in the process of applying the Company’s accounting policies. Management believes the judgments and estimates used in these Interim Financial Statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The areas involving significant judgments and estimates have been set out in Note 5 of the Company’s audited consolidated financial statements for the year ended December 31, 2023.

GENERAL AND ADMINISTRATIVE EXPENSES

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
	$		$		$		$
Accounting and audit		182		277		670		606
Compensation and consulting fees		1,268		1,727		3,406		3,949
Depreciation and amortization		100		133		394		201
Filing and transfer agent fees		28		62		256		342
General office expenses		255		171		622		561
Insurance		302		334		974		1,162
Juanicipio oversight costs		214		332		741		332
Legal		46		110		397		344
Share-based compensation expense (see Note 7)		991		822		3,010		2,597
Shareholder relations		98		87		350		276
Travel		45		39		232		229
		3,529		4,094		11,052		10,599

ACCOUNTS RECEIVABLE

	September 30,		December 31,
	2024		2023
	$		$
Receivable from Minera Juanicipio (Notes 5 & 13)		114		855
Value added tax (“IVA” and “GST”)		1,084		700
Other receivables		477		4
		1,675		1,559

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

INVESTMENT IN JUANICIPIO

Minera Juanicipio, S.A. de C.V. (“Minera Juanicipio”) was created for the purpose of holding the Juanicipio property, and is held 56% by Fresnillo plc (“Fresnillo”) and 44% by the Company. On December 27, 2021, the Company and Fresnillo created Equipos Chaparral, S.A. de C.V. (“Equipos Chaparral”) in the same ownership proportions. Equipos Chaparral owns the processing facility and mining equipment which is leased to Minera Juanicipio. Minera Juanicipio and Equipos Chaparral are collectively referred to herein as “Juanicipio,” or, the “Juanicipio Mine”.

Juanicipio is governed by a shareholders’ agreement and by corporate by-laws. All costs relating to Juanicipio are required to be shared by the Company and Fresnillo pro-rata based on their ownership interests in Juanicipio, and if either party does not fund pro-rata, their ownership interest will be diluted in accordance with the shareholders’ agreement and by-laws.

Fresnillo is the operator of Juanicipio, and with its affiliates, beneficially owns 9,314,877 common shares of the Company as at September 30, 2024, as publicly reported by Fresnillo.

The Company has recorded its Investment in Juanicipio using the equity method of accounting. The recorded value of the investment includes the carrying value of the deferred exploration, mineral and surface rights, Juanicipio costs incurred by the Company, the required net cash investments to establish and maintain its 44% interest in Juanicipio, and the Company’s 44% share of income (loss) from Juanicipio.

Changes during the period of the Company’s investment relating to its interest in Juanicipio are detailed as follows:

	Nine months ended			Year ended
	September 30,			December 31,
	2024			2023
	$			$
Balance, beginning of period		394,622			338,316
Juanicipio oversight expenditures incurred 100% by MAG		-			384
Amortization of Juanicipio's oversight expenditures incurred 100% by MAG		(394	)		(305	)
Cash contributions and advances to Juanicipio ⁽³⁾		-			24,992
Loan repayments from Juanicipio ⁽²⁾		(65,235	)		(25,714	)
Total for the period		(65,628	)		(642	)
Income from equity accounted Investment in Juanicipio		69,919			65,099
Interest earned, reclassified to accounts receivable ⁽¹⁾		(3,985	)		(8,150	)
Balance, end of period		394,928			394,622

⁽¹⁾ A portion of the Investment in Juanicipio is in the form of interest bearing shareholder loans. For the nine months ended September 30, 2024, the Company earned interest amounting to $3,985 (year ended December 31, 2023: $8,150) while $4,692 of interest payments were received from Juanicipio (year ended December 31, 2023: $7,639).

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

⁽²⁾ During the nine months ended September 30, 2024, no loans to Juanicipio were converted into equity (year ended December 31, 2023: $7,251). As at September 30, 2024, the Company has advanced, net of aggregate repayments, $29,179 as shareholder loans to Juanicipio (December 31, 2023: $94,414).

⁽³⁾ During the nine months ended September 30, 2024, no cash contributions and advances were made to Juanicipio (year ended December 31, 2023: $24,992 cash contributions and advances, with $22,726 in the form of loans and $2,276 in the form of equity).

A summary of financial information of Juanicipio (on a 100% basis reflecting adjustments made by the Company, including adjustments for differences in accounting policies) is as follows:

Juanicipio Statements of Income

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
	$			$			$			$

Sales		176,393			125,046			467,161			311,303
Cost of sales:
Production cost		(38,596	)		(43,782	)		(115,248	)		(125,731	)
Depreciation and amortization		(23,440	)		(21,646	)		(67,934	)		(47,001	)
		(62,036	)		(65,428	)		(183,183	)		(172,732	)
Gross profit		114,357			59,618			283,978			138,571

Consulting and administrative expenses		(2,497	)		(3,458	)		(10,969	)		(9,115	)
Extraordinary mining and other duties		(2,810	)		(1,635	)		(6,975	)		(3,532	)
		109,050			54,525			266,034			125,924

Exchange gains (losses) and other		1,961			420			1,360			(2,414	)
Interest expense		(1,839	)		(5,214	)		(9,058	)		(13,915	)
Income tax expense		(52,937	)		(23,824	)		(108,485	)		(23,441	)

Net income		56,235			25,907			149,850			86,154

MAG's 44% portion of net income		24,743			11,399			65,934			37,908
Interest on Juanicipio loans - MAG's 44%		809			2,293			3,985			6,122
MAG's 44% equity income		25,552			13,692			69,919			44,030

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Juanicipio Statements of Financial Position

	September 30,		December 31,
	2024		2023
	$		$
Assets

Current assets
Cash and cash equivalents		96,782		42,913
Value added tax and other receivables		1,159		3,162
Income tax receivable		1,529		3,758
Concentrate sales receivable		98,068		56,532
Inventories
Stockpiles		3,553		2,417
Metal concentrates		3,224		2,361
Materials and supplies		18,566		18,414
Prepaids and other assets		3,405		5,501
		226,286		135,058
Non-current assets
Right-of-use assets		996		1,590
Mineral interests, plant and equipment		759,590		794,512
Deferred tax assets		8,600		24,336
		769,186		820,438
Total assets		995,473		955,496

Liabilities

Current liabilities
Payables		13,574		22,167
Interest and other payables to shareholders		4,774		12,160
Taxes payable		20,705		14,395
		39,052		48,722
Non-current liabilities
Lease obligation		1,012		1,597
Provisions
Reserves for retirement and pension		107		112
Reclamation and closure		3,601		3,605
Deferred tax liabilities		58,100		9,439
		62,820		14,753
Total liabilities		101,872		63,475

Equity

Shareholders' equity including shareholder advances		893,601		892,021
Total equity		893,601		892,021
Total liabilities and equity		995,473		955,496

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Juanicipio Statements of Cash Flows

	For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2024		2023		2024		2023
	$		$		$		$
Operating activities
Net income	56,235		25,907		149,850		86,154
Items not involving cash
Depreciation and amortization	23,440		21,646		67,934		47,001
Income tax expense	52,937		23,824		108,485		23,441
Interest incurred on loans	1,839		5,214		9,058		13,915
Other	(600	)	942		(775	)	2,553
Income tax payments	(7,348	)	(21,257	)	(36,806	)	(77,053	)
Change in other operating working capital	(16,667	)	996		(52,624	)	(35,094	)
Net cash from operating activities	109,836		57,271		245,123		60,918

Investing activities
Capital expenditures including plant, mine development and exploration	(13,631	)	(16,954	)	(33,694	)	(62,368	)
Other	975		430		2,765		716
Net cash used in investing activities	(12,656	)	(16,524	)	(30,929	)	(61,653	)

Financing activities
Loans and other capital provided by shareholders	-		-		-		56,800
Repayments of loans to shareholders	(49,853	)	(20,000	)	(148,270	)	(20,000	)
Interest paid to shareholders	(1,627	)	(5,670	)	(10,665	)	(13,157	)
Payment of lease obligations	(232	)	(174	)	(789	)	(552	)
Net cash (used in) from financing activities	(51,712	)	(25,843	)	(159,724	)	23,091

Effect of exchange rate changes on cash and cash equivalents	(108	)	(9	)	(601	)	(25	)

Increase in cash and cash equivalents during the period	45,360		14,895		53,869		22,331

Cash and cash equivalents, beginning of period	51,422		8,539		42,913		1,102

Cash and cash equivalents, end of period	96,782		23,434		96,782		23,433

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

EXPLORATION AND EVALUATION ASSETS

(a)

In 2018, the Company entered into an option agreement with a private group, whereby the Company has the right to earn 100% ownership interest in a company which owns the Deer Trail Project in Utah. The Company paid $150 upon signing the agreement, $150 in each of 2020 and 2021, and $200 in each of 2022 and 2023. To earn 100% interest in the property, the Company must make remaining cash payments totaling $1,150 over the next 5 years (with option to accelerate if desired) and fund a cumulative of $30,000 of eligible exploration expenditures by 2028 (criteria met: as of September 30, 2024, the Company has incurred $34,147 of eligible exploration expenditures on the property). As at September 30, 2024, the Company has also bonded and recorded a $484 reclamation liability for the project. Other than the reclamation liability, the balance of cash payments are optional at the Company’s discretion. Upon the Company’s 100% earn-in, the vendors will retain a 2% net smelter returns (“NSR”) royalty.

(b)

In 2022, through the acquisition of Gatling Exploration Inc. (“Gatling”) the Company acquired 100% of the Larder Project in Ontario. During the nine months ended September 30, 2024, the Company incurred a total of $14,048 in exploration and evaluation expenditures, which includes $3,802 in acquisition of exploration property mainly relating to the purchase of 100% ownership of the Goldstake property (“Goldstake”), contiguous to Gatling’s existing land holdings.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the three and nine months ended September 30, 2024 and year ended December 31, 2023, the Company has incurred the following exploration and evaluation expenditures on these projects:

	Three months ended	Nine months ended	Year ended
	September 30,	September 30,	December 31,
	2024	2024	2023
	$	$	$
Deer Trail Project
Option and other payments	-	-	275
Total acquisition costs	-	-	275
Drilling and geotechnical	2,149	6,838	5,854
Camp and site costs	67	367	875
Land taxes and government fees	214	218	213
Legal, community and other consultation costs	115	272	343
Travel	49	139	190
Total for the period	2,594	7,834	7,750
Balance, beginning of period	32,555	27,315	19,565
Total Deer Trail Project cost	35,149	35,149	27,315
Larder Project
Acquisition of exploration property	-	3,802	-
Total acquisition costs	-	3,802	-
Drilling and geotechnical	2,672	8,237	6,357
Camp and site costs	323	1,456	772
Land taxes and government fees	19	39	43
Legal, community and other consultation costs	131	386	347
Travel	58	128	109
Total for the period	3,203	14,048	7,628
Balance, beginning of period	36,167	25,322	17,694
Total Larder Project cost	39,370	39,370	25,322
Total Exploration and Evaluation Assets	74,519	74,519	52,637

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

SHARE CAPITAL

(a)

Public offerings

On February 7, 2023, the Company closed a $42,558 bought deal public offering and issued 2,905,000 common shares, at a price of $14.65 per common share.

On February 16, 2023, the Company closed a $17,133 (C$23,024) bought deal private placement and issued 969,450 common shares on a “flow-through” basis” (as defined in the Income Tax Act (Canada)) (the Flow-Through Shares”), at a price of $17.67 (C$23.75) per Flow-Through Share. The premium paid by investors on the flow-through shares was calculated as $3.08 per share. Accordingly, $2,986 was recorded as flow-through share premium liability (Note 8).

The aggregate gross proceeds from the combined bought deal public offering and bought deal private placement amounted to $59,691. The Company paid commissions to underwriters of $3,010 and legal and filing fees totalling $932 yielding net proceeds of $55,749.

(b)

Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”)

On May 15, 2024, MAG announced that the Toronto Stock Exchange (“TSX”) had accepted the Company’s Notice of Intention to make a NCIB. Under the NCIB, the Company may purchase for cancellation up to an aggregate of 8,643,374 common shares of the Company, representing approximately 10% of the public float (as defined in the rules and policies of the TSX) of the common shares as of May 8, 2024. The Company’s purchases in the United States will be subject to a limit of 5,148,977 common shares, being 5% of the public float of the common shares as of May 8, 2024. The NCIB commenced on May 17, 2024 and will terminate on May 16, 2025, or earlier if the maximum number of common shares under the NCIB have been purchased or if the NCIB has been terminated by the Company. As at September 30, 2024 the Company has not repurchased any common shares. In addition, the Company entered into an automatic share purchase plan with its designated broker to allow for the purchase of common shares at times which the Company ordinarily would not be active in the market due to trading blackout periods, insider trading rules or otherwise.

(c)

Stock options

The Company may enter into Incentive Stock Option Agreements in accordance with the Company’s Stock Option Plan (the “Plan”). On June 26, 2023, the Shareholders re-approved the Plan. The maximum number of common shares that may be issuable under the Plan is set at 5% of the number of issued and outstanding common shares on a non-diluted basis at any time, provided that the number of common shares issued or issuable under the combined Plan and Share Unit Plan (Note 7(d)) shall not exceed 5% of the issued and outstanding common shares of the Company on a non-diluted basis. Options granted under the Plan have a maximum term of 5 years.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The following table summarizes the Company’s stock options activity, excluding the Gatling replacement options, for the period:

	Stock options activity		Weighted average exercise price (C$/option)

Outstanding, January 1, 2023	1,012,794		17.56
Granted	236,928		16.42
Expired	(20,000	)	19.41
Forfeited	(13,564	)	18.35
Exercised for cash	(28,787	)	14.34

Outstanding, December 31, 2023	1,187,371		17.37
Granted	273,507		14.64
Expired	(7,791	)	21.36
Exercised for cash	(255,403	)	14.24
Exercised cashless	(86,747	)	13.64

Outstanding, September 30, 2024	1,110,937		17.68

During the three months ended September 30, 2024, the Company recorded a share-based compensation expense of $242 (September 30, 2023: $225) and capitalized $41 (September 30, 2023: $37) to exploration and evaluation assets relating to stock options to employees and consultants.

During the nine months ended September 30, 2024, the Company recorded a share-based compensation expense of $770 (September 30, 2023: $963) and capitalized $126 (September 30, 2023: $115) to exploration and evaluation assets relating to stock options to employees and consultants.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The following table summarizes the Company’s stock options outstanding and exercisable as at September 30, 2024.

Exercise price	Number	Number	Weighted avg. remaining
(C$/option)	Outstanding	Exercisable	contractual life (years)
14.64	273,507	-	4.51
14.98	115,813	115,813	0.41
16.09	6,021	2,007	3.50
16.43	213,841	65,139	3.50
17.02	100,000	66,666	2.63
20.20	109,799	73,194	2.52
21.26	50,000	33,333	2.17
21.29	9,191	6,127	2.52
21.57	182,765	182,765	1.19
23.53	50,000	50,000	1.30
14.64 - 23.53	1,110,937	595,044	2.70

The Company determined the fair value of the options using the Black-Scholes option pricing model with the following weighted average assumptions:

	Nine month ended		Year ended
	September 30,		December 31,
	2024		2023
Risk-free interest rate	3.91	%	3.53	%
Expected volatility	48	%	57	%
Expected dividend yield	nil		nil
Expected life (years)	3		3

In 2022, the Company issued 43,675 replacement stock options pursuant to the Gatling acquisition, of which all replacement stock options expired unexercised by August 12, 2024.

(d)

Restricted and performance share units

On June 26, 2023, the Shareholders re-approved a share unit plan (the “Share Unit Plan”) for the benefit of the Company’s officers, employees and consultants. The Share Unit Plan provides for the issuance of common shares from treasury, in the form of restricted share units (“RSUs”) and performance share units (“PSUs”). The maximum number of common shares that may be issuable under the Share Unit Plan is set at 1.5% of the number of issued and outstanding common shares on a non-diluted basis, provided that the number of common shares issued or issuable under the combined Share Unit Plan and Stock Option Plan (Note 7(b)) shall not exceed 5% of the issued and outstanding common shares on a non-diluted basis. RSUs and PSUs granted under the Share Unit Plan have a term of 5 years unless otherwise specified by the Board, and each unit entitles the participant to receive one common share of the Company subject to vesting criteria, and in the case of PSUs, performance criteria which may also impact the number of PSUs to vest between 0-200%. PSUs for which the performance targets are not achieved during the performance period are automatically forfeited and cancelled.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The following table summarizes the Company’s RSUs activity for the period:

	RSU activity		Weighted average fair value (C$/RSU)

Outstanding, January 1, 2023	101,059		18.47
Granted	56,425		16.42
Forfeited	(4,244	)	17.07
Exercised	(54,985	)	17.19

Outstanding, December 31, 2023	98,255		17.82
Granted	94,842		14.64
Exercised	(17,741	)	15.26

Outstanding, September 30, 2024	175,356		16.17

During the three months ended September 30, 2024, the Company recorded share-based compensation expense of $182 (September 30, 2023: $83) and capitalized $37 (September 30, 2023: $20) to exploration and evaluation assets relating to RSUs to employees and consultants.

During the nine months ended September 30, 2024, the Company recorded share-based compensation expense of $487 (September 30, 2023: $570) and capitalized $104 (September 30, 2023: $61) to exploration and evaluation assets relating to RSUs to employees and consultants.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The following table summarizes the Company’s PSUs activity for the period:

	PSU activity		Weighted average fair value (C$/PSU)

Outstanding, January 1, 2023	231,255		17.91
Granted	156,861		16.42
Forfeited	(43,047	)	19.71
Exercised	(57,620	)	13.17

Outstanding, December 31, 2023	287,449		17.78
Granted	137,191		14.64
Exercised	(11,161	)	20.75

Outstanding, September 30, 2024	413,479		16.66

During the three months ended September 30, 2024, the Company recorded share-based compensation expense of $358 (September 30, 2023: $299) and capitalized $30 (September 30, 2023: $35) to exploration and evaluation assets relating to PSUs to employees and consultants.

During the nine months ended September 30, 2024, the Company recorded share-based compensation expense of $968 (September 30, 2023: $415) and capitalized $82 (September 30, 2023: $97) to exploration and evaluation assets relating to PSUs to employees and consultants.

(e)

Deferred share units

On June 26, 2023, the Shareholders re-approved a Deferred Share Unit Plan (the “DSU Plan”) for the benefit of the Company’s non-executive directors. The DSU Plan provides for the issuance of common shares from treasury, on conversion of Deferred Share Units (“DSUs”) granted. Directors may also elect to receive all or a portion of their annual retainer in the form of DSUs. DSUs may be settled in cash or in common shares issued from treasury, as determined by the Board at the time of the grant. The maximum number of common shares that may be issuable under the DSU Plan is set at 1.0% of the number of issued and outstanding common shares on a non-diluted basis.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The following table summarizes the Company’s DSUs activity for the period:

	DSU activity		Weighted average fair value (C$/DSU)

Outstanding, January 1, 2023	420,115		14.80
Granted	78,474		14.81

Outstanding, December 31, 2023	498,589		14.80
Granted	66,368		16.00
Exercised	(50,000	)	12.26

Outstanding, September 30, 2024	514,957		15.20

During the three months ended September 30, 2024, the Company recorded share-based compensation expense of $210 (September 30, 2023: $215) relating to DSUs to directors. Furthermore, 13,286 DSUs were granted under the plan and 1,044 DSUs were granted to directors who elected to receive a portion of their annual retainer in DSUs rather than in cash (September 30, 2023: 18,690 and 2,002 respectively).

During the nine months ended September 30, 2024, the Company recorded share-based compensation expense of $785 (September 30, 2023: $649) relating to DSUs to directors. Furthermore, 63,083 DSUs were granted under the plan and 3,285 DSUs were granted to directors who elected to receive a portion of their annual retainer in DSUs rather than in cash (September 30, 2023: 51,849 and 5,554 respectively).

(f)

Diluted earnings per share

				Three months ended				Nine months ended
		September 30,		September 30,		September 30,		September 30,
		2024		2023		2024		2023
Net income		22,292		8,862		58,801		32,965
Basic weighted average number of shares outstanding		103,184,518		102,945,350		103,104,001		102,329,945
Effect of dilutive common share equivalents:
Stock options		102,349		23,723		111,766		64,957
Restricted and performance share units		356,187		54,415		337,004		62,403
Deferred share units		514,957		477,518		514,957		477,518
Diluted weighted average number of shares outstanding		104,158,011		103,501,006		104,067,728		102,934,823

Diluted earnings per share	$	0.21	$	0.09	$	0.57	$	0.32

For the three months ended September 30, 2024, there are 1,008,588 anti-dilutive stock options (September 30, 2023: 752,170) and 232,648 anti-dilutive restricted and performance share units (September 30, 2023: 383,673).

For the nine months ended September 30, 2024, there are 999,171 anti-dilutive stock options (September 30, 2023: 515,242) and 251,831 anti-dilutive restricted and performance share units (September 30, 2023: 375,684).

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

FLOW-THROUGH PREMIUM LIABILITY

As at September 30, 2024, the Company has a flow-through share premium liability of $249 (December 31, 2023: $1,969) in relation to the flow-through share financing completed on February 16, 2023 (see Note 7(a) for full details of the financing). Flow-through shares are issued at a premium, and in the Company’s case, considering the separate offerings for flow-through shares and standard public offering for common shares both made on January 25, 2023, this premium has been calculated as the difference between the pricing of a flow-through share and that of a common share from the public offering made on the same date. Tax deductions generated by the eligible expenditures are passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced. Below is a summary of the flow-through financing and the related flow-through share premium liability generated.

	Shares issued		Flow-through share price		Premium per flow through share price		Flow-through premium liability
			$		$		$
February 2023 Financing		969,450		17.67		3.08		2,986

The following table is a continuity of the flow-through share funding and expenditures along with the corresponding impact on the flow-through share premium liability:

	Flow-through funding and expenditures		Flow-through premium liability
	$		$
Balance at January 1, 2023	-		-
Flow-through funds raised	17,133		2,986
Flow-through eligible expenditures	(5,835	)	(1,017	)

Balance at December 31, 2023	11,298		1,969

Flow-through eligible expenditures	(9,869	)	(1,720	)

Balance at September 30, 2024	1,428		249

The Company renounced the entirety of tax deductions from incurred and not yet incurred eligible spend to its shareholders of flow-through shares as at December 31, 2023.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

DEBT FACILITY

In October 2023 the Company entered into a $40,000 senior secured revolving credit facility with the Bank of Montreal (the “Credit Facility”). The Credit Facility bears interest on a sliding scale of SOFR or the Lender’s Base Rate on US Dollar commercial loans plus an applicable margin on a sliding scale of between 200 and 400 basis points based on the Company’s leverage ratio. Interest incurred on drawn amounts is to be paid quarterly. Commitment fees on the undrawn portion of the facility are calculated on a similar sliding scale of between 50 and 75 basis points, and are also to be paid on a quarterly basis. The term of the facility is 34 months, maturing on August 4, 2026, at which date any drawn amount is required to be paid back in full. All debts, liabilities and obligations under the facility are guaranteed by the Company's material subsidiaries and secured by assets of the Company. The facility includes a number of customary covenants (liquidity, leverage, tangible net worth) and conditions including limitations on acquisitions and investments (excluding exploration and capital expenditures) funded using cash with no limitations when equity is used as a funding source. As at September 30, 2024, the Company is in compliance with all applicable covenants.

As of September 30, 2024, the Company has not drawn down any funds from its Credit Facility, and as a result expensed $50 and $149 of commitment fees for the three and nine months ended September 30, 2024, respectively.

10.

CAPITAL RISK MANAGEMENT

The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of its equity (comprised of share capital, equity reserve, accumulated other comprehensive income and deficit), its undrawn Credit Facility (see Note 9) and lease obligation, net of cash and investments in equity securities as follows:

	September 30,		December 31,
	2024		2023
	$		$
Equity	571,429		506,757
Lease obligation	40		154
Cash	(113,491	)	(68,707	)
Investments	(8	)	(8	)
Total	457,970		438,196

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt and/or acquire or dispose of assets.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

As at September 30, 2024, the Company does not have any long-term debt outstanding, is in compliance with all applicable Credit Facility covenants, and is not subject to any other externally imposed capital requirements.

11.

FINANCIAL RISK MANAGEMENT

The Company’s operations consist of the acquisition, exploration and advancement of mineral projects in the Americas. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks. Where material, these risks are reviewed and monitored by the Board of Directors.

(a)

Market risk

The Company conducts the majority of its business through its equity interest in its associates, Juanicipio (Note 5). Juanicipio is exposed to commodity price risk, specifically to the prices of silver, gold, and to a lesser extent, lead and zinc. Currently, Juanicipio produces and sells concentrates containing these metals which are each subject to market price fluctuations which will affect its profitability and its ability to generate cash flow. Juanicipio does not hedge any of the commodities produced and does not have any such positions outstanding at September 30, 2024.

(b)

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

(i)

Trade credit risk

Juanicipio, in which the Company has a 44% interest, has revenue from its operations as described in Note 5. Juanicipio sells and receives payment for its concentrates at market terms, under an offtake agreement with Met-Mex Peñoles, S.A. de C.V. (“Met-Mex”), a related party to Fresnillo. The Company believes Juanicipio is not exposed to significant trade credit risk.

(ii)

Cash

In order to manage credit and liquidity risk, the Company’s practice is to invest only in highly rated investment grade instruments backed by Canadian commercial banks, and in the case of its Mexican and US operations, the Company maintains minimal cash in its US and Mexican subsidiaries.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The Company’s maximum exposure to credit risk is the carrying value of its cash, accounts receivable and loans receivable from Juanicipio which is classified as an Investment in Juanicipio in the consolidated statements of financial position, as follows:

	September 30,	December 31,
	2024	2023
	$	$
Cash	113,491	68,707
Accounts receivable (Note 4)	1,675	1,559
Juanicipio loans (Notes 5 & 14)	29,179	94,414
	144,345	164,680

(c)

Liquidity risk

The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements, its exploration and mineral projects advancement plans, and its various optional property and other commitments (Notes 5, 6, 8 and 15). The annual budget is approved by the Board of Directors. The Company ensures that there are sufficient cash balances to meet its short-term business requirements.

To increase its flexibility with regards to access to capital, in October 2023 the Company entered into a $40,000 Credit Facility (see Note 9 for full details of the debt facility).

The Company estimates it has the ability to fund the next 12 months of corporate and exploration expenses with its liquidity position, and the Company 's overall liquidity risk has not changed significantly from December 31, 2023. Future liquidity may therefore depend upon the Company’s ability to repatriate capital from Juanicipio, arrange additional debt or additional equity financing.

(d)

Currency risk

The Company is exposed to the financial risks related to the fluctuation of foreign exchange rates, both in the Mexican peso and C$, relative to the US$. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Exposure to currency risk

As at September 30, 2024, the Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the functional currency of the applicable entity:

	Mexican peso		Canadian dollar
(in US$ equivalent)	$		$
Cash	8		5,047
Accounts receivable	385		33
Prepaid expenses	6		1,680
Investments	-		8
Accounts payable	(28	)	(2,821	)
Lease obligations	-		(40	)
Net (liabilities) assets exposure	371		3,908

Mexican peso relative to the US$

Although the majority of operating expenses in Mexico are both determined and denominated in US$, an appreciation in the Mexican peso relative to the US$ will increase the Company’s cost of operations in Mexico (reported in US$) related to those operating costs denominated and determined in Mexican pesos. Alternatively, a depreciation in the Mexican peso relative to the US$ will decrease the Company’s cost of operations in Mexico (reported in US$) related to those operating costs denominated and determined in Mexican pesos.

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss before tax and deferred tax to the extent that the Company holds net monetary assets (liabilities) in pesos. Specifically, the Company's foreign currency exposure is comprised of peso denominated cash, prepaids and value added taxes receivable, net of trade and other payables. The carrying amount of the Company’s peso denominated net monetary assets at September 30, 2024 is 7.3 million pesos (December 31, 2023: 564 thousand pesos net monetary assets). A 10% appreciation or depreciation in the peso against the US$ would have an immaterial effect on the Company’s income (loss) before tax.

Mexican peso relative to the US$ - Investment in Juanicipio

The Company conducts the majority of its business through its equity interest in its associates (Note 5). The Company accounts for this investment using the equity method and recognizes the Company's 44% share of earnings and losses of Juanicipio. Juanicipio also has a US$ functional currency and is exposed to the same currency risks noted above for the Company.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss after tax and deferred taxes (Note 5) in Juanicipio to the extent that it holds net monetary assets (liabilities) in pesos, comprised of peso denominated cash, value added taxes receivable, net of trade and other payables. The carrying amount of Juanicipio’s net peso denominated monetary liabilities at September 30, 2024 is 686 million pesos (December 31, 2023: 545 million pesos net monetary liabilities). A 10% appreciation in the peso against the US$ would result in a loss before tax at September 30, 2024 of $3,881 (December 31, 2023: $3,584 loss) in Juanicipio, of which the Company would record its 44% share being $1,708 loss from equity investment in Juanicipio (December 31, 2023: $1,577 loss), while a 10% depreciation in the peso relative to the US$ would result in an equivalent gain.

C$ relative to the US$

The Company is exposed to gains and losses from fluctuations in the C$ relative to the US$.

As general and administrative overheads in Canada are predominantly denominated in C$, an appreciation in the C$ relative to the US$ will increase the Company’s overhead costs as reported in US$. Alternatively, a depreciation in the C$ relative to the US$ will decrease the Company’s overhead costs as reported in US$.

An appreciation/depreciation in the C$ against the US$ will result in a gain/loss to the extent that MAG, the parent entity, and the Larder Project holds net monetary assets (liabilities) in C$. The carrying amount of the Company’s net Canadian dollar denominated monetary assets at September 30, 2024 is C$5.3 million (December 31, 2023: C$1.4 million net monetary assets). A 10% appreciation or depreciation in the C$ against the US$ would have a $528 (December 31, 2023: $160) effect on the Company’s income (loss) before tax.

(e)

Interest rate risk

The Company’s interest income earned on cash is exposed to interest rate risk. A decrease in interest rates would result in lower relative interest income and an increase in interest rates would result in higher relative interest income.

The Company’s Credit Facility is based on variable interest rate, where it will bear interest on a sliding scale of SOFR or the Lender’s Base Rate on US Dollar commercial loans plus an applicable margin on a sliding scale of between 200 and 400 basis points based on the Company’s leverage ratio. As of September 30, 2024, the Company has not drawn down any funds from its Credit Facility.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

12.

FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

The Company’s financial instruments include cash, accounts receivable, investments, and trade and other payables. The carrying values of cash, accounts receivable, and trade and other payables reported in the consolidated statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value as described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices in Level 1 such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs which are supported by little or no market activity.

The Company’s financial assets or liabilities as measured in accordance with the fair value hierarchy described above are:

As at September 30, 2024	Level 1	Level 2	Level 3	Total
	$	$	$	$
Investments	8	-	-	8

As at December 31, 2023	Level 1	Level 2	Level 3	Total
	$	$	$	$
Investments	8	-	-	8

There were no transfers between levels 1, 2 and 3 during the nine months ended September 30, 2024 or during the year ended December 31, 2023.

13.

SEGMENTED INFORMATION

The Company operates in one operating segment, being the exploration and advancement of mineral projects in North America. The Company’s principal asset, its 44% ownership in the Juanicipio Mine, is located in Mexico, and the Company also has other exploration properties in North America. The Company’s executive and head office is located in Canada.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

14.

RELATED PARTY TRANSACTIONS

The Company does not have offices or direct personnel in Mexico, but rather is party to a Field Services Agreement, whereby it has contracted administrative and exploration services in Mexico with Minera Cascabel, S.A. de C.V. (“Cascabel”) and IMDEX Inc. (“IMDEX”). Dr. Peter Megaw, the Company’s former Chief Exploration Officer (“CXO”), is a principal of both IMDEX and Cascabel, and was remunerated by the Company through fees to IMDEX.

On May 21, 2024, Dr. Megaw stepped down as CXO and will continue to provide technical advice in a consulting role and as such will no longer be providing key management personnel services as defined under IAS 24. Accordingly, Dr. Megaw is no longer considered a related party. Related party transactions incurred by the Company with Cascabel and IMDEX will only be included up until the date of his retirement from executive duties.

During the three and nine months ended September 30, 2024 (expenses incurred up to May 21, 2024) and 2023, the Company incurred expenses with Cascabel and IMDEX as follows:

		Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2024	2023	2024	2023
	$	$	$	$

Fees related to Dr. Megaw:
Exploration and marketing services	-	53	69	190
Travel and expenses	-	5	11	34
Other fees to Cascabel and IMDEX:
Administration for Mexican subsidiaries	-	11	22	38
Field exploration services	-	40	66	118
Share-based payments (Note 7)	-	121	129	356
	-	230	297	736

All transactions are incurred in the normal course of business and are negotiated on arm’s length terms between the parties for all services rendered. A portion of the expenditures are incurred on the Company’s behalf and are charged to the Company on a “cost + 10%” basis. The services provided do not include drilling and assay work which are contracted out independently from Cascabel and IMDEX.

Any amounts due to related parties arising from the above transactions are unsecured, non-interest bearing and are due upon receipt of invoices.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The details of the Company’s significant subsidiary and controlling ownership interests are as follows:

Name

Country of

Principal

MAG's effective interest

Incorporation

Project

2024 (%)

2023(%)

Minera Los Lagartos, S.A. de C.V.

Mexico

Juanicipio
(44%)

100%

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

As at September 30, 2024, Fresnillo and the Company have advanced, net of aggregate repayments, $66,316 as shareholder loans (MAG’s 44% share $29,179) to Juanicipio, bearing interest at 1 and 6 months SOFR + 2%. Interest recorded by the Company for the nine months ended September 30, 2024 totalling $3,985 (nine months ended September 30, 2023: $6,122) has been included in MAG’s income from equity accounted investment in Juanicipio.

During the three and nine months ended September 30, 2024 and 2023, compensation of key management personnel (including directors) was as follows:

		Three months ended		Nine months ended
	September 30,	September 30,	September 30,	September 30,
	2024	2023	2024	2023
	$	$	$	$
Salaries and other short term employee benefits	442	376	2,297	1,581
Share-based compensation (non-cash) (Note 7)	730	605	2,254	1,963
	1,172	981	4,551	3,544

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and consists of its directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Sustainability Officer, and effective January 1, 2024 onwards, the Chief Development Officer.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

15.

COMMITMENTS AND CONTINGENCIES

The following table discloses the contractual obligations of the Company and its subsidiaries as at September 30, 2024 for committed exploration work and committed other obligations.

			Less than 1						More than 5
	Total		year		1-3 Years		3-5 Years		years
	$		$		$		$		$
Minera Juanicipio ⁽¹⁾		-		-		-		-		-
Financing and consulting contractual commitments		546		302		244		-		-
Office lease commitments		2,156		157		393		417		1,189
Total Obligations and Commitments		2,702		459		637		417		1,189

⁽¹⁾

According to the operator, Fresnillo, contractual commitments including project development and for continuing operations and purchase orders issued for project capital, sustaining capital, and continuing operations total $22,982 (December 31, 2023: $13,779), with respect to Juanicipio on a 100% basis as at September 30, 2024.

The concessions associated with the Larder Project are all in good standing with various underlying obligations or royalties ranging from nil-2% NSRs associated with various mineral claims, and various payments upon a production announcement.

The Company is obligated to a 2.5% NSR royalty on the Cinco de Mayo property.

The Company could be subject to various investigations, claims and legal and tax proceedings covering matters that arise in the ordinary course of business activities. Each of these matters would be subject to various uncertainties and it is possible that some matters may be resolved unfavourably to the Company. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company is not aware of any such claims or investigations, and as such has not recorded any related provisions and does not expect such matters to result in a material impact on the results of operations, cash flows and financial position.

MAG Silver (MAG) 6-KUnaudited Condensed Interim Consolidated Financial Statements