merger under Delaware law (together with the other transactions contemplated by the Merger Agreement, the “Transaction”). The Merger Agreement and the Transaction were unanimously approved by the respective boards of directors of First Majestic and Gatos.
Under the Merger Agreement, each share of common stock of Gatos (“Gatos Common Stock”), other than certain excluded shares as described in the Merger Agreement, will be converted automatically into the right to receive 2.55 First Majestic common shares (the “Exchange Ratio”), with any fractional shares to be paid in cash, without interest. The Exchange Ratio is fixed and will not be adjusted to reflect changes in the prices of First Majestic common shares or Gatos Common Stock between the date of the Merger Agreement and the closing of the Transaction.
At the Special Meeting, First Majestic’s shareholders will be asked to approve the following resolution in connection with the Transaction:
| 1. | Share Issuance Resolution: Approve an ordinary resolution authorizing and approving the issuance of up to 190,000,000 First Majestic common shares in connection with the Transaction. The full text of the Share Issuance Resolution is set out in Appendix A to the Information Circular. |
| 2. | Conduct such other business properly brought before the Meeting or any adjournment or postponement of the Meeting (see the section entitled “Other Business” in the Information Circular). |
First Majestic reminds shareholders that it is important that they review the Information Circular before voting. See the remainder of this notice for instructions on how to view the Information Circular, and how to vote.
Accessing the Meeting Materials Online
Shareholders can view the Meeting Materials online under our SEDAR+ profile at www.sedarplus.com, or on our Special Meeting website at www.AGSpecialMeeting.com.
How to Request Printed Meeting Materials
Shareholders will not receive paper copies of the Meeting Materials unless they have existing instructions on their account to receive paper copies, or unless they specifically request them from the Company. Shareholders should be aware that delivery of paper copies of the Meeting Materials will be effected by mail. As at the date of this notice, delivery of mail in Canada is being severely disrupted as a result of the ongoing Canada Post labour dispute and the Company does not have any indication as to when such disruption may cease. As a result, delivery of paper copies of Meeting Materials may be impacted and the Company cannot guarantee that delivery to Canadian addresses can be completed prior to the proxy deposit deadline for the Special Meeting. In light of this, shareholders may contact the Company at 1-866-529-2807 (toll-free) or info@firstmajestic.com and request that the Company send them a copy of the Meeting Materials by email.
The Company will mail paper copies of the Meeting Materials in response to any such requests received by the Company prior to January 2, 2025; however, the Company cannot guarantee that paper copies of the Meeting Materials will be received by the requesting shareholder in advance of the
925 West Georgia Street, Suite 1800, Vancouver, B.C. Canada V6C 3L2
Phone: 604.688.3033 | Fax: 604.639.8873 | Toll Free: 1.866.529.2807 | Email: info@firstmajestic.com
www.firstmajestic.com
