| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
First Majestic Silver Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
32076V103 (CUSIP Number) |
01/16/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Silver US LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 45,631,412.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 common shares of the Issuer, no par value ("Common Shares"), outstanding as of January 16, 2025 based on information provided by First Majestic Silver Corp. ("Issuer").
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Strategic Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 56,111,157.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G. Consists of (i) 45,631,412 Common Shares held by Electrum Silver US LLC and (ii) 10,479,745 Common Shares held by Electrum Silver US II LLC.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Global Holdings L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 56,111,157.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO, FI |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G. Consists of (i) 45,631,412 Common Shares held by Electrum Silver US LLC and (ii) 10,479,745 Common Shares held by Electrum Silver US II LLC.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons TEG Global GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 56,111,157.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO, FI |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G. Consists of (i) 45,631,412 Common Shares held by Electrum Silver US LLC and (ii) 10,479,745 Common Shares held by Electrum Silver US II LLC.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons The Electrum Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 56,111,157.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G. Consists of (i) 45,631,412 Common Shares held by Electrum Silver US LLC and (ii) 10,479,745 Common Shares held by Electrum Silver US II LLC.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Silver US II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,479,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Strategic Opportunities Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,479,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN, FI |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons Electrum Strategic Opportunities Fund II GP L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,479,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN, FI |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| CUSIP No. | 32076V103 |
| 1 | Names of Reporting Persons ESOF II GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,479,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) FI |
Comment for Type of Reporting Person:
For Box 6, 8 and 9
See Item 4 of this Schedule 13G.
For Box 11
All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: First Majestic Silver Corp. | |
| (b) | Address of issuer's principal executive
offices: 925 West Georgia Street, Suite 1800, Vancouver, British Columbia, Canada, V6C 3L2 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act (collectively, the "Reporting Persons"):
(i) Electrum Silver US LLC ("ESUS");
(ii) Electrum Strategic Management LLC ("ESM");
(iii) Electrum Global Holdings L.P. ("Global Holdco");
(iv) TEG Global GP Ltd. ("TEG Global");
(v) The Electrum Group LLC ("TEG");
(vi) Electrum Silver US II LLC ("ESUS II");
(vii) Electrum Strategic Opportunities Fund II L.P. ("ESOF II");
(viii) Electrum Strategic Opportunities Fund II GP L.P. ("ESOF II GP L.P."); and
(ix) ESOF II GP Ltd. ("ESOF II GP")
The Reporting Persons have entered into a Joint Filing Agreement, dated January 22, 2025, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is 600 Fifth Avenue, 24th Floor, New York, New York 10020. | |
| (c) | Citizenship: See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities: Common Shares, no par value | |
| (e) | CUSIP No.: 32076V103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: ESUS directly owns 45,631,412 Common Shares. ESM is the manager of ESUS. ESM is wholly owned by Global Holdco, and TEG Global is the general partner of Global Holdco. TEG acts as an investment advisor to Global Holdco. As a result, ESM, Global Holdco, TEG Global and TEG may be deemed to beneficially own shares of the Common Shares held by ESUS.
ESUS II directly owns 10,479,745 Common Shares. ESOF II owns 99% of ESUS II, and ESM is the manager of ESUS II. ESM is wholly owned by Global Holdco, and TEG Global is the general partner of Global Holdco. The general partner of ESOF II is ESOF II GP L.P., and the general partner of ESOF II GP L.P. is ESOF II GP. ESOF II GP is wholly owned by Global Holdco. TEG acts as an investment advisor to ESOF II. As a result, ESOF II, ESM, Global Holdco, TEG Global, ESOF II GP L.P., TEG and ESOF II GP may be deemed to beneficially own shares of the Common Shares held by ESUS II.
Each of the Reporting Persons disclaims beneficial ownership of such Common Shares except to the extent of its pecuniary interest therein, if any. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. | |
| (b) | Percent of class: See responses to Item 11 on each cover page. All percentages calculated in this Schedule 13G are based upon an aggregate of 479,398,044 Common Shares outstanding as of January 16, 2025 based on information provided by Issuer. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
Electrum Silver US LLC By: Electrum Strategic Management LLC, its Manager
Electrum Global Holdings L.P. By: TEG Global GP Ltd., its general partner
Electrum Silver US II LLC By: Electrum Strategic Management LLC, its Manager
Electrum Strategic Opportunities Fund II L.P. By: Electrum Strategic Opportunities Fund II GP L.P., its general partner By: ESOF II GP Ltd., its general partner
Electrum Strategic Opportunities Fund II GP L.P. By: ESOF II GP Ltd., its general partner
Exhibit
Information |
Exhibit 99.1 - Joint Filing Agreement |