Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
MAG SILVER CORP. (the “Issuer”)
328 – 550 Burrard Street
Vancouver BC, V6C 2B5
Telephone: (604) 630-1399 Facsimile: (604) 484-4710
Item 2 Date of Material Change
December 21, 2007
Item 3 News Release
The Issuer issued a news release at Vancouver, British Columbia on 21 December 2007 through Marketwire.
Item 4 Summary of Material Change
MAG & PEÑOLES ANNOUNCE THE FORMATION OF MINERA JUANICIPIO S.A. DE C.V.
Vancouver, B.C….MAG Silver Corp. (TSX: MAG) (AMEX: MVG) (“MAG”) and Industrias Peñoles S.A.B. DE C.V. (“Peñoles”) are pleased to announce that “Minera Juanicipio S.A. DE C.V.” (Minera Juanicipio) has been incorporated in Mexico as the legal entity to operate the Juanicipio Joint Venture. The shareholders of the company are: Industrias Peñoles S.A.B. DE C.V. which will hold a 56% interest in Minera Juanicipio; and MAG Silver Corp. which will hold a 44% interest in Minera Juanicipio through its wholly owned subsidiary Minera Los Lagartos S.A. DE C.V. Peñoles and MAG are now participating in the project as joint partners and will fund expenditures on a pro rata basis, with Peñoles contributing 56% and MAG 44% respectively. Peñoles maintains its position as operator of the project and will present annual exploration and development programs to the board of Minera Juanicipio for joint approval going forward.
Item 5.1 Full Description of Material Change
Please see the Issuer’s news release dated 21 December 2007 (NR#07-35) for a full description of the material change.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
For further information, contact Dan MacInnis, President and CEO of the Issuer, at (604) 630-1399.
Item 9 Date of Report
Dated 21 December 2007