AG First Majestic Silver Corporation

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST MAJESTIC SILVER CORP.

(Exact name of registrant as specified in its charter)

Suite 1800 - 925 West Georgia Street

Vancouver, British Columbia V6C 3L2, Canada

(604) 688-3033

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-668

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon the completion of the transaction described in the enclosed prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information contained in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED OCTOBER 11, 2024

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Gatos Silver, Inc.:

We are pleased to inform you that on September 5, 2024, Gatos Silver, Inc. (which we refer to as “Gatos”) entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with First Majestic Silver Corp. (which we refer to as “First Majestic”) and Ocelot Transaction Corporation, a wholly-owned subsidiary of First Majestic (which we refer to as “merger sub”) that provides for the acquisition of Gatos by First Majestic. On the terms and subject to the conditions set forth in the merger agreement, merger sub will merge with and into Gatos (which we refer to as the “merger” or the “transaction”), with Gatos surviving the merger as a direct, wholly-owned subsidiary of First Majestic.

The merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Gatos and First Majestic and specified in the Certificate of Merger (which we refer to as the “effective time”). If the merger is completed, you will have the right to receive in exchange for each share of common stock of Gatos (which we refer to as “Gatos common stock”) that you own immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) 2.55 First Majestic common shares (which we refer to as the “First Majestic common shares”) (which number we refer to as the “exchange ratio”), with any fractional shares to be paid in cash, without interest (which we refer to collectively as the “merger consideration”).

The exchange ratio is fixed and will not be adjusted to reflect changes in the prices of Gatos common stock or First Majestic common shares prior to the effective time. We expect the First Majestic common shares issued in connection with the transaction will be listed on the New York Stock Exchange (which we refer to as “NYSE”) and the Toronto Stock Exchange (which we refer to as the “TSX”). Based on the number of shares of Gatos common stock and First Majestic common shares outstanding on September 4, 2024, upon completion of the transaction, we expect that former holders of Gatos common stock (who we collectively refer to as “Gatos stockholders”) will own approximately 38% of the outstanding First Majestic common shares immediately after the merger and persons who were First Majestic shareholders immediately prior to the merger will own approximately 62% of the outstanding First Majestic common shares immediately after the merger. First Majestic common shares are traded on the NYSE and on the TSX under the symbol “AG.” Gatos common stock is traded on the NYSE and on the TSX under the symbol “GATO.” We encourage you to obtain current quotes for the Gatos common stock and First Majestic common shares.

Because the exchange ratio is fixed, the market value of the merger consideration to Gatos stockholders will fluctuate with the market price of the First Majestic common shares and will not be known at the time that Gatos stockholders vote on the transaction. Based on the closing price of First Majestic common shares of $5.29 on the NYSE on September 4, 2024, the last full trading day prior to the date on which the parties entered into the merger agreement, the implied value of the merger consideration to Gatos stockholders was approximately $13.49 per share of Gatos common stock. On [    ], 2024, the latest practicable trading day before the date of this proxy statement/prospectus, the closing price of First Majestic common shares on the NYSE was $[    ] per share, resulting in an implied value of the merger consideration to Gatos stockholders of $[    ] per share of Gatos common stock.

At the special meeting of Gatos’ stockholders to be held on [    ], 2024 (which we refer to as the “Gatos special meeting”), Gatos stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (which we refer to as the “Gatos merger proposal”) and (2) a proposal to approve the adjournment of the Gatos special meeting from time to time to solicit additional proxies in favor of the Gatos merger proposal, if there are insufficient votes at the time of such adjournment to approve the Gatos merger proposal, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Gatos stockholders or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (which we refer to as the “Gatos adjournment proposal” and, together with the “Gatos merger proposal”, the “Gatos proposals”).

The board of directors of Gatos (which we refer to as the “Gatos board”) formed a special committee of the Gatos board (which we refer to as the “Gatos Special Committee”) comprised of directors who were not and are not affiliated with Gatos’ largest stockholder, Electrum Silver US LLC, and its affiliates and who were not and are not members of management. The Gatos Special Committee had full authority to review, consider and negotiate any potential transaction, determine whether a potential transaction was in the best interests of Gatos and its stockholders and report such recommendation to the Gatos board of directors. The Gatos Special Committee, with the assistance of its own independent legal advisor and financial advisor, considered, evaluated and negotiated the merger agreement and ultimately recommended, that the Gatos board approve and adopt the merger agreement.

The Gatos board (acting upon the recommendation of the Gatos Special Committee) has determined, after considering the reasons that are described in this proxy statement/prospectus, that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Gatos and its stockholders and unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Gatos board unanimously recommends that Gatos stockholders vote “FOR” the Gatos merger proposal and “FOR” the adjournment proposal.

We cannot complete the transaction unless the Gatos merger proposal is approved by Gatos stockholders. Your vote on these matters is very important, regardless of the number of stock you own.

Registered stockholders are requested to complete and return the enclosed proxy form to ensure that your shares of Gatos common stock are voted at the Gatos special meeting, whether or not you, as a stockholder, are personally able to attend the meeting. Please complete the accompanying proxy card and return it in the enclosed postage paid envelope or call the toll free telephone number or use the internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card or vote your shares at the Gatos special meeting. Non-registered (beneficial) stockholders who receive these materials through their broker or other intermediary should complete and send the proxy form or voting instruction form in accordance with the instructions provided by their broker or intermediary. Further details on how to vote can be found under the section entitled “Voting by Proxy or in Person (Including Virtually),” on page [●].

Stockholders may contact Kingsdale Advisors, Gatos’ proxy solicitor by telephone at 1-855-476-7868 (toll-free in North America) or 1-646-491-9096 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

This proxy statement/prospectus provides you with important information about the Gatos special meeting, the transaction and the Gatos proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section on page 41 for a discussion of risks relevant to the transaction.

We look forward to the successful completion of the transaction.

As noted above, the Gatos board unanimously recommends that Gatos stockholders vote “FOR” the Gatos merger proposal and “FOR” the adjournment proposal.

Neither the U.S. Securities and Exchange Commission nor any U.S. state or Canadian provincial or territorial securities commission has approved or disapproved of the securities to be issued in connection with the transaction or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this proxy statement/prospectus is [    ], 2024, and it is first being mailed to Gatos stockholders on or about [    ], 2024.

Table of Contents

ADDITIONAL INFORMATION

Gatos files annual, quarterly and other reports, proxy statements and other information with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). First Majestic files or furnishes annual reports, reports on Form 6-K and other information with the SEC. As First Majestic is a “foreign private issuer,” under the rules adopted under the U.S. Securities Exchange Act of 1934, as amended (which we refer to as the “U.S. Exchange Act”), it is exempt from certain of the requirements of the U.S. Exchange Act, including the proxy and information provisions of Section 14 of the U.S. Exchange Act and the reporting and liability provisions applicable to officers, directors and significant stockholders under Section 16 of the U.S. Exchange Act.

This proxy statement/prospectus incorporates by reference important business and financial information about Gatos and First Majestic from documents that are not included in or delivered with this proxy statement/prospectus. For a list of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information,” on page [ ].

You can obtain copies of the documents incorporated by reference into this proxy statement/prospectus, without charge, from the SEC’s website at www.sec.gov. You may also obtain copies of documents filed by Gatos and First Majestic on the System for Electronic Document Analysis and Retrieval (which we refer to as “SEDAR+”), the Canadian equivalent of the SEC’s system, at www.sedarplus.ca.

You may also obtain copies of documents filed with the SEC from Gatos at https:// investor.gatossilver.com/financials/sec-filings/, and from First Majestic at https://firstmajestic.com/investors.

We are not incorporating the contents of the websites of the SEC, Gatos, First Majestic or any other entity or any other website into this proxy statement/prospectus.

We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

You can also request copies of such documents incorporated by reference into this proxy statement/prospectus (excluding all exhibits, unless an exhibit has specifically been incorporated by reference into this proxy statement/prospectus), without charge, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, if you have questions about the transaction or the Gatos special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Kingsdale Advisors, Gatos’ proxy solicitor, at the following telephone numbers and email address below:

Questions? Need Help Voting?

Stockholders May Contact Kingsdale Advisors

By Telephone At

1-855-476-7868 (Toll-Free in North America)

Or 1-646-491-9096 (Text and Call Enabled Outside North America)

Or By Email At contactus@kingsdaleadvisors.com

You will not be charged for any of the documents that you request. If you would like to request documents, please do so by [ ], 2024 (which is five business days before the date of the Gatos special meeting) in order to receive them before the Gatos special meeting.

- 1 -

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 (File No. 333- [ ]) filed with the SEC by First Majestic, constitutes a prospectus of First Majestic under Section 5 of the U.S. Securities Act of 1933, as amended (which we refer to as the “U.S. Securities Act”), with respect to the First Majestic common shares to be issued to Gatos stockholders pursuant to the merger agreement, as it may be amended from time to time.

This proxy statement/prospectus also constitutes a notice of meeting and a proxy statement of Gatos under Section 14(a) of the U.S. Exchange Act, with respect to the Gatos special meeting, at which Gatos stockholders will be asked to consider and vote on, among other matters, a proposal to adopt the merger agreement.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [ ], 2024. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Gatos stockholders nor the issuance by First Majestic of First Majestic common shares under the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning First Majestic and merger sub contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by First Majestic, and information concerning Gatos contained in, or incorporated by reference into, this proxy statement/prospectus has been provided by Gatos.

Unless otherwise specified, currency amounts referenced in this proxy statement/prospectus are in U.S. dollars.

First Majestic intends to mail to First Majestic shareholders a management information circular relating to the special meeting of First Majestic’s shareholders to be held for the purpose of obtaining the approval of a majority of the votes cast by the holders of outstanding First Majestic common shares represented in person or by proxy and entitled to vote on such matter in favor of the issuance of First Majestic common shares in connection with the merger. A copy of such management information circular will be made available on the First Majestic website (https://firstmajestic.com/Investors/index) and filed on SEDAR+ (www.sedarplus.ca). The web address of First Majestic has been included as an inactive textual reference only. The First Majestic management information circular and website are not incorporated by reference into, and do not form a part of, this proxy statement/prospectus.

- 2 -

NOTICE OF SPECIAL MEETING OF GATOS STOCKHOLDERS TO BE HELD ON [ ], 2024

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Gatos Silver, Inc.:

Notice is hereby given that Gatos Silver, Inc. (which we refer to as “Gatos”) will hold a special meeting of its stockholders (which we refer to as the “Gatos special meeting”) in a virtual only meeting format, via live webcast on [    ], beginning at [    ] [a.m./p.m.], Eastern Time.

The Gatos special meeting will be held in a virtual only meeting format, via live webcast that will provide stockholders with the ability to participate in the Gatos special meeting, vote their shares and ask questions, there will not be a physical meeting location. You will be able to attend the Gatos special meeting online, submit questions and vote your shares electronically at the meeting by visiting proxypush.com/GATO (which we refer to as the “special meeting website”).

The Gatos special meeting will be held for the following purposes:

Gatos will transact no other business at the Gatos special meeting, except such business as may properly be brought before the Gatos special meeting or any adjournment or postponement thereof by or at the direction of the Gatos board of directors (which we refer to as the “Gatos board”). The accompanying proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Gatos stockholders of record at the close of business on [   ], 2024 (which we refer to as the “record date”) will be entitled to notice of and to vote at the Gatos special meeting or any adjournment or postponement of the Gatos special meeting.

The Gatos board formed a special committee of the Gatos board (which we refer to as the “Gatos Special Committee”) comprised of directors who were not and are not affiliated with Gatos’ largest stockholder, Electrum Silver US LLC, and its affiliates, and who were not and are not members of management. The Gatos Special Committee had full authority to review, consider and negotiate any potential transaction, determine whether a potential transaction was in the best interests of Gatos and its stockholders and report its recommendation to the Gatos board. The Gatos Special Committee, with the assistance of its legal advisor and independent financial advisor, considered, evaluated and negotiated the merger agreement and ultimately recommended, that the Gatos board approve and adopt the merger agreement.

The Gatos board (acting upon the recommendation of the Gatos Special Committee) has unanimously determined that the merger agreement and the transactions contemplated thereby (which we refer to as the “merger” or the “transaction”) were advisable and approved the merger agreement and the transaction. The Gatos board directed that the merger agreement be submitted to the Gatos stockholders for adoption at a meeting of such stockholders and unanimously recommends that Gatos stockholders vote “FOR” the Gatos merger proposal and “FOR” the Gatos adjournment proposal.

- 3 -

Your vote is very important, regardless of the number of shares of Gatos common stock that you own. The parties cannot complete the transactions contemplated by the merger agreement, including the transaction, without approval of the Gatos merger proposal. The approval of the Gatos merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Gatos common stock.

Stockholders owning an aggregate of approximately 32% of Gatos’ common stock entitled to vote at the Gatos special meeting have agreed with First Majestic to vote in favor of the merger at the Gatos special meeting,

including if it is adjourned to a later date. These stockholders have also agreed with First Majestic to vote their shares against alternative transaction proposals and not to sell or transfer their shares until the Gatos special meeting. The voting and support agreements will terminate if the merger agreement terminates. The stockholders who have entered into these voting and support agreements include Electrum Silver US LLC and certain of its affiliates, and each director and certain senior executive officers of Gatos (we refer to these persons collectively as the “supporting stockholders”).

Whether or not you plan to attend the Gatos special meeting via the special meeting website, Gatos urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Gatos special meeting. If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Gatos stockholders entitled to vote at the Gatos special meeting will be available at our headquarters for examination by any Gatos stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the Gatos special meeting. If you would like to examine the list of Gatos stockholders of record, please contact Gatos’ Corporate Secretary at (604) 841-7937 to schedule an appointment or request access.

If you choose to virtually attend the Gatos special meeting and/or vote your shares of Gatos common stock during the Gatos special meeting, you will need the control number located on your proxy card. If you hold your shares in “street name”, you must obtain a legal proxy in order to virtually attend the Gatos special meeting and vote your shares during the Gatos special meeting.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the Gatos special meeting. We urge you to carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page [ ].

If you have any questions about the transaction, please contact Gatos at (604) 841-7937 or write to Gatos Silver, Inc., Suite 910 - 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada, Attention: Corporate Secretary.

Stockholders may contact Kingsdale Advisors, Gatos’ proxy solicitor by telephone at 1-855-476-7868 (toll-free in North America) or 1-646-491-9096 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

By Order of the Board of Directors,

Dated: [   ], 2024

- 4 -

FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this proxy statement/prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this proxy statement/prospectus:

- 5 -

- 6 -

- 7 -

- 8 -

IMPORTANT INFORMATION ABOUT U.S. GAAP AND IFRS

First Majestic’s audited financial statements incorporated by reference in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Unless otherwise indicated, all First Majestic financial information included and incorporated by reference in this proxy statement/prospectus is determined using IFRS, which differs from U.S. GAAP (as defined below) and therefore may not be comparable in all material respects to financial information prepared in accordance with U.S. GAAP. Presentation of financial information in accordance with IFRS requires First Majestic’s management to make various estimates and assumptions which may impact the values shown in Unaudited Pro Forma Condensed Combined Financial Information. The actual values may differ from such assumptions.

Gatos’ historical financial statements incorporated by reference in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

For more information see the risk factor entitled “The combined company will prepare its financial statements in accordance with IFRS, as opposed to U.S. GAAP, which could affect reported financial results.”

CURRENCY AND EXCHANGE RATE INFORMATION

First Majestic and Gatos each use the U.S. dollar as its presentation currency. This proxy statement/prospectus contains references to both U.S. dollars and Canadian dollars. All dollar amounts (i.e. “$”), unless otherwise indicated, are expressed in U.S. dollars and Canadian dollars are referred to as “C$”. On October 10, 2024, the daily rate of exchange for one Canadian dollar as expressed in United States dollars, as reported by the Bank of Canada, was C$1.00 - $0.7271.

CAUTIONARY NOTES TO U.S. INVESTORS CONCERING MINERAL RESERVE AND RESOURCE ESTIMATES

First Majestic’s Reserves and Resources

First Majestic is subject to the reporting requirements of the U.S. Exchange Act, but is not subject to the reporting requirements thereunder applicable to domestic United States companies. Information concerning First Majestic’s mineral properties has been prepared in accordance with the requirements of Canadian securities laws, specifically NI 43-101 (as defined and described below), which differ in material respects from the requirements of the SEC applicable to domestic United States issuers, specifically S-K 1300 (as defined and described below). Accordingly, the disclosure in this proxy statement/prospectus regarding First Majestic’s mineral properties is not comparable to the disclosure of United States issuers subject to the SEC’s mining disclosure requirements.

Gatos’ Mineral Reserves and Resources

Gatos is subject to the reporting requirements of the U.S. Exchange Act and applicable Canadian securities laws, and as a result, Gatos has separately reported its mineral reserves and mineral resources according to the standards applicable to those requirements. U.S. reporting requirements are governed by subpart 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of consistency and confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions. All disclosure of mineral

- 9 -

resources and mineral reserves incorporated by reference in this prospectus/proxy statement is reported in accordance with S-K 1300. See “Item 1A. Risk Factors – Risks Related to Our Operations – Mineral reserve and mineral resource calculations at the Cerro Los Gatos Mine (“CLG”) and at other deposits in the Los Gatos district (“LGD”) are only estimates and actual production results and future estimates may vary significantly from the current estimates” in Gatos’ Annual Report on Form 10-K, as amended by Amendment No. 1, for the year ended December 31, 2023.

The estimation of measured and indicated resources involve greater uncertainty as to their economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves reported pursuant to S-K 1300. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and, therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically. Definitions of technical terms are included, and can be referred to, in Gatos’ Annual Report on Form 10-K, as amended by Amendment No.1, for the year ended December 31, 2023.

- 10 -

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE GATOS SPECIAL MEETING

The following are brief answers to certain questions that you, as a Gatos stockholder, may have regarding the transaction and the other matters being considered at the Gatos special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” on page [●] for a summary of important information regarding the merger agreement and the transactions contemplated thereby. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find Additional Information,” on page [●].

Gatos is sending these materials to Gatos stockholders to help them decide how to vote their shares of Gatos common stock with respect to the adoption of the merger agreement, among other important matters.

Gatos is holding the Gatos special meeting to obtain approval of the Gatos merger proposal. At the Gatos special meeting, Gatos stockholders will also be asked to consider and vote on a proposal to approve the adjournment of the Gatos special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Gatos merger proposal if there are insufficient votes at the time of such adjournment to approve the Gatos merger proposal, to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Gatos stockholders or if otherwise determined by the chairperson of the meeting to be necessary or appropriate.

Your vote is very important, regardless of the number of shares that you own. The approval of the Gatos merger proposal is a condition to the obligations of the parties to complete the transaction. The approval of the Gatos adjournment proposal is not a condition to the obligations of the parties to complete the transaction.

Even if you plan to attend the Gatos special meeting, Gatos recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Gatos special meeting.

- 11 -

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Gatos common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the Gatos proposals; see the section entitled “The Gatos special meeting—Quorum; Abstentions and Broker Non-Votes,” on page [●].

If you wish to attend the special meeting to personally vote your shares held in “street name” via the special meeting website, you will need to obtain a proxy from the holder of record (i.e., your bank, broker or other nominee); a proxy is not the form of proxy card enclosed with this proxy statement. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact that organization to request a proxy form.

A failure to return or submit your proxy or to vote at the Gatos special meeting (including failing to provide instructions to your bank, broker or other nominee, if you hold in “street name” through such bank, broker or other nominee) as provided in this proxy statement/prospectus will have the same effect as a vote “AGAINST” the Gatos merger proposal.

The exchange ratio is fixed and will not be adjusted to reflect changes in the price of Gatos common stock or First Majestic common shares prior to the effective time. First Majestic common shares are listed on the NYSE and on the TSX under the symbol “AG”. Based on the number of shares of Gatos common stock issued and issuable pursuant to Gatos equity awards and on the First Majestic common shares outstanding on September 4, 2024, upon completion of the transaction, we expect that former Gatos stockholders will own approximately 38% of the outstanding First Majestic common shares and holders of First Majestic common shares immediately prior to the transaction will own approximately 62% of the outstanding common shares of First Majestic on a non-diluted basis immediately after the transaction. Gatos common stock is traded on the NYSE and on the TSX under the symbol “GATO.” We encourage you to obtain current quotes for the First Majestic common shares and the Gatos common stock.

- 12 -

Because First Majestic will issue a fixed number of First Majestic common shares in exchange for each share of Gatos common stock, the value of the merger consideration that Gatos stockholders will receive in the transaction will depend on the market price of First Majestic common shares at the effective time and will not be known at the time that Gatos stockholders vote on the transaction. The market price of First Majestic common shares that Gatos stockholders receive at the effective time could be greater than, less than or the same as the market price of First Majestic common shares on the date of this proxy statement/prospectus or at the time of the Gatos special meeting. Based on the closing price of First Majestic common shares of $5.29 on the NYSE on September 4, 2024, the last full trading day prior to the date on which the parties entered into the merger agreement, the implied value of the merger consideration to Gatos stockholders was approximately $13.49 per share of Gatos common stock. On [●], 2024, the latest practicable trading day before the date of mailing of this proxy statement/prospectus, the closing price of First Majestic common shares on the NYSE was $[●] per share, resulting in an implied value of the merger consideration to Gatos stockholders of $[●] per share of Gatos common stock.

For more information regarding the merger consideration to be received by Gatos stockholders if the transaction is completed, see the section entitled “The Merger Agreement—Merger Consideration” on page [●].

In considering the recommendations of the Gatos board, acting upon the recommendation of the Gatos Special Committee, Gatos stockholders should be aware that Gatos’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Gatos stockholders generally. These interests may include the treatment of outstanding Gatos equity awards under the merger agreement, including the potential acceleration of outstanding Gatos equity awards in connection with the transaction, the potential payment of severance benefits upon certain terminations of employment, rights to ongoing indemnification and insurance coverage, and that subject to First Majestic’s corporate governance standards and procedures, First Majestic will consider for appointment to the First Majestic board of directors (which we refer to as the “First Majestic board”), one individual mutually agreeable to Gatos and First Majestic.

For a more complete description of these interests, see the information provided in the section entitled “The Gatos Merger—Interests of Gatos’ Directors and Executive Officers in the Transaction” on page [●].

- 13 -

Holders of a majority of the total voting power of the outstanding shares of Gatos common stock entitled to vote at the meeting will constitute a quorum.

If a quorum is not present, the Gatos special meeting may be adjourned or postponed until the holders of the number of shares of Gatos common stock required to constitute a quorum attend.

- 14 -

If the transaction is not completed, First Majestic and Gatos will each remain public companies independent of one another, the Gatos common stock will continue to be listed and traded on the NYSE and on the TSX under the symbol “GATO.”

If the merger agreement is terminated under certain specified circumstances, Gatos may be required to pay First Majestic a termination payment of $28.0 million or First Majestic may be required to pay Gatos a termination payment of $46.0 million. See the section entitled “The Merger Agreement—Termination of the Merger Agreement”, “The Merger Agreement—Effect of Termination” and “The Merger Agreement—Expenses and Termination Fee” on pages [●], [●] and [●], respectively, for a more detailed discussion of these termination payments.

A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. As a result, Gatos does not expect any broker non-votes at the Gatos special meeting and, if you hold your shares of Gatos common stock in “street name”, your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. The impact of broker non-votes and other non-votes on the Gatos proposals is discussed in the section entitled “The Gatos special meeting – Quorum; Abstentions and Broker Non-Votes” beginning on page [●].

Proposal 2: Gatos adjournment proposal. Assuming a quorum is present at the Gatos special meeting, approval of the Gatos adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the Gatos adjournment proposal. If a quorum is not present, the Gatos adjournment proposal requires the approval of a majority in voting interest of the stockholders present or represented by proxy at the Gatos special meeting; provided that the chair of the Gatos special meeting may also adjourn such meeting in accordance with Gatos’ bylaws. Accordingly, whether or not a quorum is present, the failure to return or submit your proxy or to attend the Gatos special meeting will have no effect on the Gatos adjournment proposal. Assuming a quorum is present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” or “AGAINST” the Gatos adjournment proposal will have no effect on such proposal. However, assuming a quorum is not present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” the Gatos adjournment proposal will be treated as a vote “AGAINST” such proposal.

- 15 -

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Gatos common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the Gatos proposals; see the section entitled “The Gatos special meeting—Quorum; Abstentions and Broker Non-Votes,” on page [●].

If you wish to attend the special meeting to personally vote your shares held in “street name” via the special meeting website, you will need to obtain a proxy from the holder of record (i.e. your broker, bank or other nominee); a proxy is not the form of proxy card enclosed with this proxy statement. Please follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact that organization to request a proxy form.

Even if you plan to attend the Gatos special meeting, Gatos recommends that you vote your shares of Gatos common stock in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Gatos special meeting.

Additional information on attending the Gatos special meeting can be found under the section entitled “The Gatos special meeting” on page [●].

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name?”

- 16 -

If your shares of Gatos common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares and you must instruct the bank, broker or other nominee on how to vote them by following the instructions that the bank, broker or other nominee provides to you with these proxy materials. Most banks, brokers and other nominees offer the ability for stockholders to submit voting instructions by mail by completing a voting instruction card, by telephone, and by the internet.

Since there are no items on the agenda that your broker has discretionary authority to vote upon, your shares will not be counted as present at the Gatos special meeting for the purposes of determining a quorum if you fail to instruct your broker on how to vote on the Gatos proposals. Failure to instruct your bank, broker or other nominee on how to vote will have the same effect as a vote “AGAINST” the Gatos merger proposal. Assuming a quorum is present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” or “AGAINST” the Gatos adjournment proposal will have no effect on the Gatos adjournment proposal. However, assuming a quorum is not present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” the Gatos adjournment proposal will be treated as a vote “AGAINST” such proposal.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or via the internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Gatos common stock held directly by you are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to make sure that you vote all of your shares held in “street name.”

- 17 -

Execution or revocation of a proxy will not in any way affect your right to attend the Gatos special meeting and vote thereat. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Gatos Silver, Inc.

Suite 910 - 925 West Georgia Street

Vancouver, British Columbia, V6C 3L2, Canada

(604) 841-7937

Attention: Corporate Secretary

For more information, see the section entitled “The Gatos special meeting—Revocability of Proxies and Changes to a Gatos stockholder’s Vote” on page [●].

- 18 -

Gatos also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Gatos common stock. Gatos’ directors, officers and employees and First Majestic’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

- 19 -

First Majestic common shares to be issued to Gatos stockholders in connection with the transaction will be freely transferable, except for First Majestic common shares issued to any stockholder deemed to be an “affiliate” of First Majestic for purposes of United States (which we refer to as the “U.S.”) federal securities law. First Majestic common shares to be issued to Gatos stockholders in connection with the transaction will not be legended and may be resold in Canada through registered dealers provided that (i) the trade is not a “control distribution” as defined in National Instrument 45-102—Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the First Majestic common shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of First Majestic, as the

case may be, the selling security holder has no reasonable grounds to believe that First Majestic is in default of applicable Canadian securities laws. For more information, see the section entitled “The Gatos Merger—Restrictions on Resales of First Majestic Common Shares Received in the Transaction” on page [●].

- 20 -

For a more detailed summary of the U.S. federal income tax consequences of the merger, see “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences” beginning on page [●]. You should consult your own tax advisors with respect to the specific consequences of the merger to you in light of your own personal circumstances.

A Non-Canadian Resident Holder (as defined in the section entitled “The Gatos Merger Proposal — Certain Canadian Federal Income Tax Consequences,” on page [●]) will not be subject to tax under the Income Tax Act (Canada) (the “Canadian Tax Act”) on any capital gain realized on a disposition of Gatos common stock in connection with the transaction, or on a subsequent disposition of a First Majestic common share acquired as result of the transaction, as applicable, unless the relevant share is “taxable Canadian property,” and is not “treaty- protected property” (as those terms are defined in the Canadian Tax Act) of the Non-Canadian Resident Holder, at the time of the disposition.

For more information, see the section entitled “The Gatos Merger—Certain Canadian Federal Income Tax Consequences,” on page [●].

- 21 -

However, the merger consideration will be equitably adjusted to provide you and First Majestic with the same economic effect as contemplated by the merger agreement in the event of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger or other similar transaction involving Gatos common stock or First Majestic common shares prior to the effective time.

-22-

SUMMARY

This summary highlights information contained elsewhere in this proxy statement/prospectus and may not contain all of the information that might be important to you. Gatos and First Majestic urge you to read carefully the remainder of this proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this proxy statement/prospectus and the other documents to which Gatos and First Majestic have referred you. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” on page [●]. Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

Information about the Companies (page [●])

First Majestic Silver Corp.

Suite 1800 – 925 West Georgia Street

Vancouver, British Columbia V6C 3L2

Canada

First Majestic is a company existing under the Business Corporations Act (British Columbia). It is in the business of the production, development and exploration and acquisition of mineral properties, with a focus on silver and gold production in Mexico and the United States. Specifically, First Majestic owns and operates the San Dimas Silver/Gold Mine, the Santa Elena Silver/Gold Mine, and the La Encantada Silver Mine, all located in Mexico, as well as a portfolio of development and exploration assets, including the Jerritt Canyon Gold project located in northeastern Nevada, U.S.A. Mining operations at Jerritt Canyon Gold Mine have been temporarily suspended since March 20, 2023. First Majestic is a primary silver producer with approximately 42% of its revenue in 2023 from the sale of silver and approximately 58% of its revenue in 2023 from the sale of gold.

Headquartered in Vancouver, British Columbia, Canada, First Majestic has approximately 3,750 employees worldwide. It is a reporting issuer in each of the provinces of Canada.

First Majestic’s corporate head office is located at Suite 1800 – 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada with its registered office located at Suite 2500 – 666 Burrard Street, Vancouver, British Columbia V6C 2X8, Canada. First Majestic’s common shares are publicly listed for trading on the NYSE and on the TSX under the symbol “AG”, and on the Frankfurt Stock Exchange under the symbol “FMV.”

Additional information about First Majestic can be found on its website at https://www.firstmajestic.com and under First Majestic’s profile on SEDAR+ at www.sedarplus.ca and/or the EDGAR website. The information contained in, or that can be accessed through, First Majestic’s website is not intended to be incorporated in this proxy statement/prospectus. For additional information about First Majestic, see the section entitled “Where You Can Find Additional Information” on page [●].

Ocelot Transaction Corporation

c/o Register Agent Solutions, Inc.

838 Walker Road Suite 21-2,

Dover, County of Kent, Delaware 19904

U.S.A.

Merger sub is a Delaware corporation and a direct wholly-owned subsidiary of First Majestic which was formed solely for the purpose of facilitating the transactions contemplated by the merger agreement. Merger sub has not carried on any activities or operations to date, except for those activities incidental to its formation and

- 23 -

undertaken in connection with the transactions contemplated by the merger agreement. By operation of the merger, merger sub will merge with and into Gatos. As a result, immediately following the merger, Gatos will survive as a direct, wholly-owned subsidiary of First Majestic. Upon completion of the merger, merger sub will cease to exist as a separate entity.

Merger sub’s principal executive offices are located at 838 Walker Road Suite 21-2, Dover, County of Kent, Delaware, 19904, U.S.A.

Gatos Silver, Inc.

Suite 910 — 925 West Georgia Street

Vancouver, British Columbia V6C 3L2

Canada

Gatos is a Canadian-headquartered, Delaware-incorporated silver exploration, development and production company that discovered a new silver and zinc-rich mineral district in southern Chihuahua State, Mexico. As a 70% owner of the Los Gatos Joint Venture (the “LGJV”), Gatos is primarily focused on operating the Cerro Los Gatos mine and on growth and development of the Los Gatos district, located in Chihuahua, Mexico (the “LGD”). The LGD is comprised of approximately 103,000 hectares of land, consisting of multiple mineralized zones. Two of the identified mineralized zones, Cerro Los Gatos and Esther, have reported mineral resources. The deposits in the LGD are characterized by predominantly silver-lead-zinc epithermal mineralization.

Gatos’ principal executive offices are located at Suite 910 — 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, Canada. Gatos common stock is publicly listed for trading on the NYSE and on the TSX under the symbol “GATO”.

Additional information about Gatos can be found on its website at www.gatossilver.com and under Gatos’ profile on SEDAR+ at www.sedarplus.ca and/or the EDGAR website. The information contained in, or that can be accessed through, Gatos’ website is not intended to be incorporated in this proxy statement/prospectus. For additional information about Gatos, see the section entitled “Where You Can Find Additional Information,” on page [●].

Summary of Risk Factors (page [ ])

Risk Factors Relating to the Merger (page [ ])

The transactions contemplated by the merger agreement involve risks, some of which are related to the transaction. In considering the transaction, including whether to vote for the Gatos proposals, you should carefully consider the information about these risks set forth under the section entitled “Risk Factors” on page [ ], a summary of which is set forth below, together with the other information included or incorporated by reference in this proxy statement/prospectus.

- 24 -

Risk Factors Relating to First Majestic’s Business (page [ ])

An investment in First Majestic common shares involves a number of risks including, but not necessarily limited to, those summarized below. You should carefully consider the information about these risks set forth under the

- 25 -

section entitled “Risk Factors Relating to First Majestic’s Business” on page [●], a summary of which is set forth below, together with the other information included or incorporated by reference in this proxy statement/prospectus.

- 26 -

Risk Factors Relating to Gatos’ Business (page [●])

You should carefully consider the risk factors with respect to Gatos contained in the documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Risk Factors Relating to Gatos’ Business” on page [●].

The Merger and the Merger Agreement (page [●])

The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger agreement are qualified in their entirety by reference to the full text of the merger agreement. For a summary of the merger agreement, see the section entitled “The Merger Agreement” on page [●].

The merger agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, at the effective time, merger sub will be merged with and into Gatos, the separate corporate existence of merger sub will cease, and Gatos will survive the merger as a wholly-owned subsidiary of First Majestic. Following the merger, Gatos common stock will be delisted from the NYSE and the TSX, will be deregistered under the U.S. Exchange Act and will cease to be publicly traded.

Effects of the Merger; Merger Consideration (page [●])

Under the merger agreement, at the effective time, each share of Gatos common stock that is issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the merger agreement) will be automatically converted into the right to receive 2.55 validly issued, fully paid and non-assessable First Majestic common shares (subject to the terms of the merger agreement with respect to dividends and distributions and fractional shares).

The merger agreement does not contain any provision that would adjust the exchange ratio based on fluctuations in the market value of either company’s common stock. Because of this, the implied value of the stock consideration to Gatos stockholders will fluctuate between now and the completion of the merger and will depend on the market value of the First Majestic common shares at the time the merger is completed.

The merger consideration will be adjusted appropriately, without duplication, in the event of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Gatos common stock or First Majestic common shares prior to the effective time, to proportionately reflect such change.

Fractional shares will not be issued in accordance with the merger. Any Gatos stockholder that would have received a fractional First Majestic common share based on the exchange ratio above, will instead receive an amount in cash equal to the product of such fractional part, multiplied by the volume-weighted average trading price of First Majestic common shares for the five trading days preceding the date of the completion of the merger.

For more detailed information, see the sections entitled “The Merger Agreement – Effects of the Merger; Merger Consideration” and “The Merger Agreement – Treatment of Gatos Equity Awards” on pages [●] and [●], respectively.

Recommendations of the Gatos Special Committee and Gatos Board and their Reasons for the Merger (page [ ])

Gatos Special Committee’s Recommendation. The Gatos Special Committee, pursuant to resolutions adopted at a meeting of the Gatos Special Committee held on September 4, 2024, unanimously (1) determined that the

- 27 -

transactions contemplated by the merger agreement are advisable and in the best interests of Gatos and its stockholders, and (2) recommended that the Gatos board approve and adopt the merger agreement and the consummation of the transactions contemplated thereby by Gatos. For a description of the reasons considered by the Gatos Special Committee, see the section entitled “The Merger – Recommendations of the Gatos Special Committee and Gatos Board and their Reasons for the Merger” on page [●].

Gatos Board’s Recommendation. The Gatos board, acting upon the unanimous recommendation of the Gatos Special Committee, unanimously (1) determined that the transactions contemplated by the merger agreement are advisable and in the best interests of Gatos and its stockholders and approved and adopted the merger agreement and the transactions contemplated thereby, (2) authorized and approved the execution, delivery and performance of the merger agreement and the transactions contemplated thereby, including the merger, and (3) recommended that Gatos’ stockholders vote in favor of the adoption of the merger agreement and the approval of the merger. For a description of the reasons considered by the Gatos board, see the section entitled “The Merger – Recommendations of the Gatos Special Committee and Gatos Board and their Reasons for the Merger” on page [●].

Comparative Per Share Market Price Information (page [ ])

First Majestic common shares are currently listed for trading on the NYSE and on TSX under the symbol “AG” and Gatos common stock is currently listed for trading on the NYSE and on the TSX under the symbol “GATO”. First Majestic’s common shares are also listed for trading on the Frankfurt Stock Exchange under the symbol “FMV”.

The following table presents the closing price per share of First Majestic common shares on the NYSE and TSX and of Gatos common stock on the NYSE and TSX on (a) September 4, 2024, the last full trading day prior to the signing of the merger agreement, and (b) [●], 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Gatos common stock, which was calculated by multiplying the closing price of First Majestic common shares on the NYSE and TSX, respectively, on those dates by the exchange ratio.

Gatos stockholders will not receive the merger consideration until the effective time, which may occur a substantial period of time after the Gatos special meeting, or not at all. There can be no assurance as to the trading prices of Gatos common stock or First Majestic common shares at the effective time. The market prices of Gatos common stock and First Majestic common shares are likely to fluctuate prior to the effective time and cannot be predicted. We urge you to obtain current market quotations for both Gatos common stock and First Majestic common shares.

- 28 -

Opinions of Gatos’ Financial Advisors (page [ ])

In connection with the merger, BofA Securities, Inc. (“BofA Securities”), Gatos’ financial advisor, delivered to the Gatos board a written opinion dated September 4, 2024, as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio to the holders of Gatos common stock (other than First Majestic and its affiliates). The full text of the written opinion dated September 4, 2024, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Gatos board (in its capacity as such) for the benefit and use of the Gatos board in connection with and for purposes of its evaluation of the exchange ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Gatos or in which Gatos might engage or as to the underlying business decision of Gatos to proceed with or effect the merger. BofA Securities’ opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

The Gatos Special Committee retained GenCap Mining Advisory Ltd. (“GenCap”) to act as its financial advisor in connection with the transaction and to render a financial opinion in connection therewith. On September 4, 2024, GenCap rendered its oral opinion to the Gatos Special Committee (which was subsequently confirmed in writing by delivery of a written opinion dated September 4, 2024) to the effect that, based upon and subject to the assumptions, qualifications, limitations and other matters considered by GenCap in connection with the preparation of its opinion, as of such date, the transaction was fair, from a financial point of view, to Gatos stockholders. The full text of GenCap’s opinion is included as Annex C and is incorporated by reference herein in its entirety. The opinion describes the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken by GenCap. The summary of GenCap’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. The opinion was provided for the information and assistance of the Gatos Special Committee in connection with its consideration of the transaction from a financial point of view. The opinion does not address any other aspect of the transaction and no opinion or view was expressed as to the relative merits of the transaction in comparison to other strategies or transactions that might be available to Gatos, or in which Gatos might engage, or as to the underlying business decision of Gatos to proceed with or effect the transaction. GenCap’s opinion does not constitute a recommendation as to how any shareholder of Gatos or First Majestic should vote with respect to the transaction or any other matter.

Board of Directors Following the Merger (page [ ])

Under the merger agreement, subject to First Majestic’s corporate governance standards and procedures, including First Majestic’s satisfactory completion of its customary screening and evaluation procedures for directors, First Majestic has agreed to consider for appointment one director, mutually agreeable to Gatos and First Majestic, to be appointed to serve as a director on the First Majestic board as of the effective date of the transaction, to serve until the next annual general meeting of First Majestic’s shareholders.

Information about the current directors and senior management of First Majestic can be found in the documents listed under the section entitled “Where You Can Find Additional Information” on page [●].

The Gatos Special Meeting (page [ ])

Date, Time and Place of the Gatos special meeting

The Gatos special meeting will be held in a virtual-only meeting format, via live webcast on [   ] at [  ] [a.m./p.m.], Eastern Time. Gatos has elected to hold the Gatos special meeting solely by means of remote communication via the internet. The Gatos special meeting will be held solely via live webcast and there will not

- 29 -

be a physical meeting location. Gatos stockholders will be able to attend the Gatos special meeting online, vote their shares and ask questions electronically during the meeting by visiting the special meeting website at proxypush.com/GATO.

Record Date and Outstanding Shares of Gatos Voting Stock

Only holders of record of shares of Gatos common stock outstanding as of the close of business on [     ], 2024, the record date for the Gatos special meeting, are entitled to notice of, and to vote at, the Gatos special meeting or any adjournment or postponement of the Gatos special meeting. Gatos stockholders may cast one vote for each share of Gatos common stock that Gatos stockholders own of record as of the record date.

Quorum

A quorum of Gatos stockholders is necessary to transact business at the Gatos special meeting. A quorum will exist at the Gatos special meeting if holders of a majority of the aggregate voting power of the Gatos capital stock issued and outstanding and entitled to vote at the Gatos special meeting are present in person (including virtually) or represented by proxy. All shares of Gatos common stock represented by a valid proxy (including proxies marked “abstain”) will be counted as present for purposes of establishing a quorum. All of the Gatos proposals are considered “non-routine” matters under the NYSE rules, and, therefore, brokers are not permitted to vote any of the shares of Gatos common stock they hold in “street name” on any of the matters to be considered at the Gatos special meeting unless they have received instructions from the beneficial owners of such shares. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the beneficial owner provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the Gatos special meeting.

Required Vote to Approve the Gatos Merger Proposal

Approval of the Gatos merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Gatos common stock entitled to vote on the Gatos merger proposal. Accordingly, a Gatos stockholder’s abstention from voting or the failure of any Gatos stockholder to vote (including the failure of a Gatos stockholder who holds their shares in “street name” through a bank, broker or other nominee to give voting instructions to such bank, broker or other nominee with respect to the Gatos merger proposal) will have the same effect as a vote “AGAINST” the Gatos merger proposal.

Required Vote to Approve the Gatos Adjournment Proposal

Assuming a quorum is present at the Gatos special meeting, approval of the Gatos adjournment proposal requires the affirmative vote of at least a majority of the votes cast on the Gatos adjournment proposal. If a quorum is not present, the Gatos adjournment proposal requires the approval of a majority in voting interest of the stockholders present or represented by proxy at the Gatos special meeting; provided that the chair of the Gatos special meeting may also adjourn such meeting in accordance with Gatos’ bylaws. Accordingly, whether or not a quorum is present, the failure to return or submit your proxy or to attend the Gatos special meeting will have no effect on the Gatos adjournment proposal. Assuming a quorum is present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” or “AGAINST” the Gatos adjournment proposal will have no effect on such proposal. However, assuming a quorum is not present, the failure of any shares present or represented by proxy at the Gatos special meeting to vote “FOR” the Gatos adjournment proposal will be treated as a vote “AGAINST” such proposal.

Voting by Directors, Executive Officers and Electrum

As of the record date, Gatos’ directors, executive officers and their affiliates, as a group, owned and were entitled to vote [  ] shares of Gatos common stock, or approximately [ ]% of the total outstanding shares of Gatos common stock. As of the record date, the D&O stockholders, as a group, owned and were entitled to vote [  ] shares of Gatos common stock, or approximately [ ]% of the total outstanding shares of Gatos common stock. As of

- 30 -

September 27, 2024, Electrum supporting stockholders beneficially owned 22,004,376 shares of Gatos common stock, or approximately 32% of the total outstanding shares of Gatos common stock. The D&O stockholders and the Electrum supporting stockholders have each entered into support agreements with First Majestic obligating them to vote their shares “FOR” the Gatos merger proposal and “FOR” the Gatos adjournment proposal.

See the sections entitled “Voting and Support Agreements” and “The Gatos Merger-Interests of Gatos’ Directors and Executive Officers in the Transaction,” on pages [  ] and [ ], respectively.

First Majestic Shareholder Approval (page [ ])

The number of First Majestic common shares to be issued to the Gatos stockholders under the merger exceeds 25% of First Majestic’s current outstanding common shares. Accordingly, pursuant to the rules of the TSX and the NYSE, First Majestic requires shareholder approval of at least a majority of the votes cast to approve the share issuance in connection with the merger. First Majestic will therefore hold a special meeting of First Majestic shareholders, expected to take place on [●], 2024 for the purpose of seeking the approval of the issuance of the First Majestic common shares by a simple majority of the votes cast by First Majestic shareholders present in person or by proxy at such meeting and entitled to vote.

See the section entitled “[●]”

Listing of First Majestic Common Shares (page [ ])

It is a condition to the completion of the transaction that the First Majestic common shares issuable under the merger agreement are approved for listing on the NYSE, subject to official notice of issuance, and conditionally approved or authorized for listing on the TSX, subject only to customary listing requirements. Listing of the First Majestic common shares will be subject to First Majestic fulfilling all the listing conditions of the NYSE and the TSX. 

Delisting and Deregistration of Gatos Common Stock (page [ ])

If the transaction is completed, Gatos common stock will be delisted from the NYSE and the TSX and deregistered under the U.S. Exchange Act, and Gatos will no longer be required to file periodic reports with the SEC with respect to Gatos common stock.

Gatos has agreed to cooperate with First Majestic and use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable under applicable laws and the rules and policies of the NYSE, the TSX and the SEC to delist the Gatos common stock from the NYSE and the TSX and to terminate its registration under the U.S. Exchange Act as promptly as practicable after the effective time.

Material U.S. Federal Income Tax Consequences (page [ ])

Gatos and First Majestic intend that, for U.S. federal income tax purposes, the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”). The obligation of Gatos to complete the merger is conditioned upon the receipt of an opinion, dated as of the closing date, from White & Case LLP (or other legal counsel selected by Gatos), to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the merger qualifies for the Intended Tax Treatment. Assuming the merger qualifies for the Intended Tax Treatment and certain requirements under Section 367(a) of the Code and U.S. Treasury Regulations promulgated thereunder are satisfied, subject to the limitations and qualifications described in “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences,” U.S. Holders (as defined in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) of Gatos common stock will not recognize gain or loss upon the exchange

- 31 -

of their Gatos common stock for First Majestic common shares in the merger (other than in respect of cash, if any, received in lieu of fractional First Majestic common shares, as described in “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”). However, because First Majestic is not a U.S. corporation for U.S. federal income tax purposes, a 5% U.S. Holder (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) will be required to enter into a GRA (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) and certain other conditions must be met for such 5% U.S. Holder to benefit from the merger qualifying for the Intended Tax Treatment and not currently recognizing gain under Section 367(a) of the Code as a result of the merger, except with respect to cash, if any, received in lieu of fractional First Majestic common shares. Subject to certain exceptions, a Non-U.S. Holder (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) that exchanges its Gatos common stock for First Majestic common shares in the merger generally will be subject to the same rules applicable to U.S. Holders as discussed under “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences-Certain U.S. Federal Income Tax Consequences of the Merger to U.S. Holders” (other than with respect to the discussion regarding Section 367(a) of the Code).

For a more detailed summary of the U.S. federal income tax consequences of the merger, see “The Gatos Proposal Merger-Material U.S. Federal Income Tax Consequences” beginning on page [●].

Certain Canadian Federal Income Tax Consequences (page [ ])

A Canadian Resident Holder (as defined in the section entitled “The Gatos Merger-Certain Canadian Federal Income Tax Consequences,” on page [●]) who disposes of their Gatos common stock for First Majestic common shares (and any cash consideration received in lieu of a fractional First Majestic common share) in connection with the transaction will generally realize a capital gain (or capital loss) for Canadian federal income tax purposes equal to the amount by which the sum of the aggregate of the fair market value of the First Majestic common shares and any cash received in lieu of a fractional First Majestic common share exceeds (or is less than) the adjusted cost base of the Canadian Resident Holder’s Gatos common stock determined immediately before the disposition and any reasonable costs of disposition.

A Non-Canadian Resident Holder (as defined in the section entitled “The Gatos Merger-Certain Canadian Federal Income Tax Consequences,” on page [●]) will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition of Gatos common stock in connection with the transaction, or on a subsequent disposition of a First Majestic common share acquired as a result of the transaction, as applicable, unless the relevant share is “taxable Canadian property,” and is not “treaty-protected property” (as those terms are defined in the Canadian Tax Act) of the Non-Canadian Resident Holder, at the time of the disposition.

For more information, see the section entitled “The Gatos Merger -Certain Canadian Federal Income Tax Consequences,” on page [●].

Accounting Treatment of the Transaction (page [ ])

First Majestic prepares its financial statements in accordance with IFRS. The transaction is not within the scope of IFRS 3, Business Combinations (“IFRS 3”) because Gatos does not meet the definition of a business in accordance with IFRS 3. First Majestic will account for the transaction as an asset acquisition. The unaudited pro forma financial information presented in this proxy statement/prospectus has been derived from the audited historical financial statements of First Majestic and Gatos as at and for the fiscal year ended December 31, 2023 and the six-month period ended June 30, 2024. The unaudited pro forma condensed combined statement of financial position as at June 30, 2024 presents the financial positions of First Majestic and Gatos giving pro forma effect to the transaction as if the transaction occurred on June 30, 2024. The unaudited pro forma condensed combined statement of earnings (loss) for the year ended December 31, 2023 and for the six months ended June 30, 2024 present the results of operations of First Majestic and Gatos giving pro forma effect to the transaction as if the transaction occurred on January 1, 2023.

- 32 -

For a more detailed discussion of the accounting treatment of the transaction, see the section entitled “The Gatos Merger -Accounting Treatment of the Transaction,” on page [ ].

Regulatory Approval Required for the Transaction (page [ ])

Gatos and First Majestic are in the process of obtaining approval of the transaction from applicable antitrust authorities in Mexico. Gatos and First Majestic are not currently aware of any material consents or other filings that are required prior to the combination of First Majestic and Gatos other than those described in this proxy statement/prospectus.

Although First Majestic and Gatos believe that they will receive the required authorizations and approvals described herein to complete the transactions contemplated by the merger agreement, there can be no assurance as to the timing of these consents and approvals, First Majestic’s or Gatos’ ultimate ability to obtain such consents or approvals (or any additional consents or approvals that may otherwise become necessary), or the conditions or limitations that such approvals may contain or impose. For more information regarding factors that could impact the closing of the transaction, see the section entitled “Risk Factors,” on page [ ].

For a more detailed discussion of the regulatory approvals required to close the transaction see the section of this proxy statement/prospectus entitled “The Gatos Merger – Regulatory Approval Required for the Transaction,” on page [ ].

Treatment of Gatos Equity Awards (page [ ])

The merger agreement provides that, at the effective time, the outstanding and unexercised options to purchase shares of Gatos common stock (whether vested or unvested) will automatically be exchanged for options to acquire First Majestic common shares determined based on the exchange ratio. The merger agreement provides that, at the effective time, First Majestic will assume all rights and obligations in respect of the 2023 Gatos Amended and Restated Long Term Incentive Plan (the “Gatos LTIP”). The outstanding and unvested notional instruments entitling non-employee directors to receive a certain number of shares of Gatos common stock (the “Gatos DSUs”), the performance-vesting restricted stock units covering shares of Gatos common stock (the “Gatos PSUs”) and the time-vesting restricted stock units covering shares of Gatos common stock (the “Gatos RSUs”) will vest (if at all) in accordance with the terms of the Gatos LTIP and the relevant Gatos award agreements, and each Gatos DSU, Gatos PSU and Gatos RSU that is vested or becomes vested in connection with the transaction will settle for a number of First Majestic common shares determined based on the exchange ratio within 30 days of the closing date of the transaction.

For more detailed information, see the section entitled “The Merger Agreement – Treatment of Gatos Equity Awards” on page [●].

No Appraisal Rights

Because the Gatos common stock is listed on the NYSE and the TSX as of the record date for the Gatos special meeting and Gatos stockholders are solely receiving First Majestic common shares, (and cash in lieu of fractional common shares) as merger consideration in exchange for their Gatos common stock, and, as a condition to closing the transaction, such First Majestic common shares must be approved for listing on the NYSE, subject to official notice of issuance, and conditionally approved or authorized for listing on the TSX (subject to only customary listing conditions), no appraisal rights are available under Section 262 of the DGCL with respect to the merger.

The Voting and Support Agreements (see page [ ])

On September 5, 2024, contemporaneously with the execution of the merger agreement, the supporting stockholders entered into support agreements in connection with the transaction. Pursuant to the support agreements, the supporting stockholders agreed, subject to the terms and conditions of the support agreements, to

- 33 -

vote the covered shares beneficially owned by them, specifically, 22,004,376 shares of Gatos common stock (or approximately 32% of the issued and outstanding shares as of September 5, 2024), in the case of the Electrum supporting stockholders, and 436,576 shares of Gatos common stock (or approximately 0.6% of the issued and outstanding shares as of September 5, 2024), in the case of the D&O stockholders, in favor of the adoption of the merger agreement and the approval of the transaction. The supporting stockholders also agreed to certain restrictions on transfer of the covered shares until the Gatos special meeting.

For more detailed information, see the section entitled “The Merger Agreement – Voting and Support Agreements” on page [●]. Copies of the support agreements are also attached as Annexes D and E to this proxy statement/prospectus.

Conditions to the Completion of the Merger (See page [●])

The respective obligations of each party to effect the merger will be subject to the satisfaction at or prior to the effective time of each of the following conditions, any and all of which may be waived in writing in whole or in part by the relevant party to the extent permitted by law:

Conditions to the Obligations of Both Parties

Conditions to the Obligations of First Majestic and Merger Sub

- 34 -

Conditions to the Obligations of Gatos

- 35 -

Frustration of Closing Conditions

None of the parties may rely, as a basis for not consummating the merger, on the failure of any condition set forth above to be satisfied if such failure was caused by such party’s material failure to comply with any provision of the merger agreement.

Agreement not to Solicit Other Offers (see page [ ])

During the interim period, each of Gatos and First Majestic have agreed not to, and to cause its subsidiaries and its and their respective officers not to, and will instruct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives not to, directly or indirectly:

Notwithstanding these limitations, the merger agreement provides that if, at any time prior to obtaining the approval of its stockholders, Gatos or First Majestic receives a competing proposal from any person that did not result from a material breach of such party’s non-solicitation obligations, which such party’s board of directors or, in the case of Gatos, the Gatos Special Committee determines in good faith after consultation with outside legal and financial advisors, constitutes or would reasonably be expected to lead to or result in a superior proposal (as defined in the section entitled “The Merger Agreement – Agreement Not to Solicit Other Offers), then Gatos or First Majestic, as applicable, may:

The merger agreement also requires each party to (i) notify the other party in writing promptly, and in no event later than twenty-four (24) hours, after receipt of any competing proposal or any inquiry, proposal or offer that

- 36 -

would reasonably be expected to lead to a competing proposal and indicate the identity of the person making the competing proposal and the material terms (including price) and conditions of any such competing proposal, and (ii) keep the other party reasonably informed of the status and material terms and conditions (including any amendments or proposed amendments to such material terms or conditions) of any such competing proposal.

Each of Gatos and First Majestic is promptly required to cease, and cause its subsidiaries and its and their respective directors and officers to cease, and instruct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives to cease, any and all existing discussions or negotiations with any third parties (including provision of or access to any non-public information to any third parties) conducted before entering into the merger agreement with respect to any competing proposal. Each of Gatos and First Majestic are required to promptly terminate access by any other person and its representatives to any physical or electronic data room, in each case, relating to or in connection with, any competing proposal, and request any person that has executed a confidentiality or non-disclosure agreement at any time within the twelve (12) month period immediately prior to the date of the merger agreement to return or destroy all confidential information in the possession of such person and its representatives.

For more detailed information, see the section entitled “The Merger Agreement – Agreement Not to Solicit Other Offers” on page [●].

Termination of the Merger Agreement (See page [●])

The merger agreement may be terminated and the merger and the other transactions may be abandoned at any time prior to the effective time, whether (except as expressly set forth below) before or after the Gatos stockholder approval or First Majestic shareholder approval, under the following circumstances:

- 37 -

For a more complete description of each party’s termination rights, as well as a discussion of the effect of termination and potential termination payments, see the sections entitled “The Merger Agreement - Termination of the Merger Agreement”, “The Merger Agreement – Effect of Termination” and “The Merger Agreement – Expenses and Termination Fee” on pages [●], [●] and [●], respectively.

Your Rights as a First Majestic Shareholder Will Be Different from Your Rights as a Gatos Stockholder (page [ ])

At the effective time, each eligible share of Gatos common stock will be converted into the right to receive the merger consideration, consisting of 2.55 First Majestic common shares for each whole share of Gatos common stock. As a result, Gatos stockholders will have different rights once they become First Majestic shareholders due to differences between the organizational documents of First Majestic and Gatos and differences between Delaware law, where Gatos is incorporated, and the laws of British Columbia, where First Majestic is incorporated. For a summary of the material differences between the rights of First Majestic shareholders and the existing rights of Gatos stockholders, see the section entitled “Comparison of Rights of Shareholder Rights Before and After the Merger,” on page [ ].

Foreign Private Issuer

As a “foreign private issuer,” First Majestic is subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that First Majestic must disclose differ from those governing U.S.

- 38 -

companies pursuant to the U.S. Exchange Act. First Majestic is exempt from the rules under the U.S. Exchange Act prescribing the content and furnishing of proxy statements to shareholders.

In addition, as a “foreign private issuer”, First Majestic’s officers and directors and significant shareholders will be exempt from the rules under the U.S. Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability. See the section entitled “Risk Factors - Risks Related to the Merger”  -  There may be less publicly available information concerning First Majestic than there is for issuers that are not foreign private issuers because, as a foreign private issuer, First Majestic is exempt from a number of rules under the U.S. Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and First Majestic, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of the NYSE, subject to certain exceptions.

Interests of Gatos’ Directors and Executive Officers in the Transaction (page [ ])

In considering the recommendation of the Gatos board, acting upon the recommendation of the Gatos Special Committee, to adopt the merger agreement, Gatos stockholders should be aware that Gatos’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Gatos stockholders generally. The Gatos Special Committee and Gatos board were aware of and considered these interests, among other matters, when it approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommended that Gatos stockholders approve the merger proposal.

The benefits and financial interests that Gatos’ directors and executive officers may become eligible to receive as a result of their interests in the merger include:

- 39 -

The foregoing amounts do not include additional grants to Gatos’ non-employee directors pursuant to its current director compensation policy, which are expected to be granted under the Gatos LTIP prior to the effective time of the merger, with a fair market value of $90,000 per director, consisting of 50% Gatos options and 50% Gatos DSUs which shall be fully vested at the time of grant and will be treated in accordance with the outstanding equity awards as described above. In addition, the foregoing amounts do not include any equity awards which Gatos may make to its employees, including executive officers, under the Gatos LTIP no later than January 31, 2025 that are consistent with Gatos’ past practices.

As of the date of this proxy statement/prospectus, none of Gatos’ directors or executive officers has had any discussions or negotiations, or entered into any agreement with First Majestic or any of its affiliates regarding employment with First Majestic or its affiliates.

Help in Answering Questions

If you have any questions about the transaction, please contact Gatos at (604) 841-7937 or write to Gatos Silver, Inc., Suite 910 - 925 W Georgia Street, Vancouver, British Columbia, Canada, V6C 3L2 Attention: Corporate Secretary.

Gatos stockholders may contact Kingsdale Advisors, Gatos’ proxy solicitor by telephone at 1-855-476-7868 (toll-free in North America) or 1-646-491-9096 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

- 40 -

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the Gatos merger proposal. As First Majestic shareholders following the effective time, Gatos stockholders will be subject to all risks inherent in the business of First Majestic in addition to the risks relating to Gatos. The market value of First Majestic common shares will reflect the performance of the business relative to, among other things, that of the competitors of First Majestic and Gatos and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss.

In addition, Gatos’ and First Majestic’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of Gatos, in its Annual Report on Form 10-K for the year ended December 31, 2023, as amended by Amendment No. 1, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and, in the case of First Majestic, in its Annual Report on Form 40-F for the year ended December 31, 2023, each of which are incorporated by reference into this proxy statement/prospectus.

For more information, please see the section entitled “Where You Can Find Additional Information” on page [ ].

Risks Relating to the Merger

Because the exchange ratio is fixed and the market price of First Majestic common shares has fluctuated and will continue to fluctuate, Gatos stockholders cannot be sure of the market value of the merger consideration they will receive in the transaction prior to the closing of the transaction.

At the effective time, each share of Gatos common stock that is outstanding immediately prior to the effective time (excluding Gatos common stock to be cancelled as described in the merger agreement) will be converted into the right to receive 2.55 First Majestic common shares. Because the exchange ratio is fixed, the value of the merger consideration will depend on the market price of First Majestic common shares at the effective time. The market price of First Majestic common shares has fluctuated since the date of the announcement of the transaction and is expected to continue to fluctuate from the date of this proxy statement/prospectus until the closing date, which could occur a considerable amount of time after the date hereof. Changes in the price of First Majestic common shares may result from a variety of factors, including, among others, general market and economic conditions, changes in First Majestic’s and Gatos’ respective businesses, operations and prospects, risks inherent in their respective businesses, changes in market assessments of the likelihood that the proposed transaction will be completed and/or the value that may be generated by the proposed transaction and changes with respect to expectations regarding the timing of the proposed transaction and regulatory considerations. Many of these factors are beyond Gatos’ and First Majestic’s control. If the price of First Majestic common shares declines between the date the merger agreement was signed and the date of the Gatos special meeting and the consummation of the merger, including for any of the reasons described above, Gatos stockholders will receive First Majestic common shares that have a market value upon the consummation of the merger that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the Gatos special meeting, respectively.

Upon completion of the Merger, Gatos stockholders will become First Majestic shareholders, and the market price of First Majestic common shares may be affected by factors that differ from those that historically have affected Gatos.

Upon completion of the merger, Gatos stockholders will become First Majestic shareholders. First Majestic’s business differs, in some respects, from the business of Gatos, and accordingly, the results of operations of First Majestic will be affected by some factors that are different from those currently affecting the results of operations of Gatos. For a discussion of the businesses of Gatos and First Majestic and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to in the section entitled “Where You Can Find Additional Information”.

- 41 -

The First Majestic common shares to be received by Gatos stockholders at the effective time will provide Gatos stockholders different rights from the rights they had as holders of shares of Gatos common stock.

At the effective time, Gatos stockholders will no longer be stockholders of Gatos common stock but will instead have the right to become shareholders of First Majestic. The rights of former Gatos stockholders in their capacities as stockholders will then be governed by the laws of British Columbia, Canada and by the terms of First Majestic’s articles, which are in some respects materially different from the DGCL and the terms of Gatos’ certificate of incorporation and bylaws, which currently govern the rights of Gatos stockholders. See the section of this proxy statement/prospectus entitled “Comparison of Shareholder Rights Before and After the Merger”, on page [ ] for a discussion of the different rights associated with First Majestic common shares and Gatos common stock.

The transaction is subject to various closing conditions, including regulatory and stockholder/shareholder approvals as well as other uncertainties, and there can be no assurances as to whether and when it may be completed.

Closing of the transaction is subject to the satisfaction or waiver of a number of conditions specified in the merger agreement, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the transaction. These conditions include, among other things: (1) receipt of the Gatos stockholder approval; (2) receipt of the First Majestic shareholder approval; (3) effectiveness of the Form F-4 (of which this proxy statement/prospectus forms a part) in accordance with the provisions of the U.S. Securities Act and no stop order suspending the effectiveness of the Form F-4 having been issued and remaining in effect and no proceeding to that effect having been commenced or threatened; (4) the accuracy of representations and warranties under the merger agreement (subject to the materiality standards set forth in the merger agreement) and the performance of the parties’ obligations under the merger agreement in all material respects; (5) the absence of any adverse law or order prohibiting or making illegal the consummation of the transaction; (6) receipt of approvals or clearances pursuant to Mexico’s antitrust law (see the section entitled “Regulatory Approval Required for the Transaction,” on page [ ]); (7) the First Majestic common shares issuable in the merger having been approved for listing on the NYSE, subject to official notice of issuance, and conditionally approved or authorized for listing on the TSX, subject to customary listing requirements; (8) absence of a material adverse effect since the signing of the merger agreement; and (9) receipt of an opinion from counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

The governmental authorities from which authorizations are required have broad discretion in administering the governing laws and regulations and may take into account various facts and circumstances in their consideration of the transactions contemplated by the merger agreement. These governmental authorities may initiate proceedings or otherwise seek to prevent the transaction. As a condition to the authorization of the transactions contemplated by the merger agreement, these governmental authorities may also impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of First Majestic’s business after the combination of First Majestic and Gatos following receipt of final antitrust approval. The Gatos special meeting may take place before the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the Gatos merger proposal is approved by Gatos stockholders, Gatos may not be required to seek further approval of Gatos stockholders.

We cannot provide any assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we cannot provide any assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the transaction. Many of the conditions to completion of the transaction are not within either Gatos’ or First Majestic’s control, and neither company can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the transaction could cause Gatos and/or First Majestic not to realize some

- 42 -

or all of the benefits that each expects to achieve if the transaction is successfully completed within the expected timeframe and an extended timeframe could increase the chance that an adverse event occurs with respect to Gatos or First Majestic.

For more information, see the sections entitled “The Gatos Merger – Regulatory Approval Required for the Transaction” and “The Merger Agreement – Conditions to the Completion of the Merger” on pages [ ] and [ ], respectively.

After First Majestic’s combination with Gatos, First Majestic may fail to realize the projected benefits of the transaction, which could adversely affect the value of First Majestic common shares.

First Majestic and Gatos have operated and, absent closing of the merger, will continue to operate independently. The success of First Majestic’s combination with Gatos will depend, in part, on First Majestic’s ability to realize the anticipated benefits from combining the businesses of Gatos and First Majestic following the merger, including operational and other synergies that we believe the combined company will achieve. The anticipated benefits of First Majestic’s combination with Gatos may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the transaction that were not discovered in the course of performing due diligence. Coordinating certain aspects of the operations and personnel of First Majestic with Gatos after the combination of First Majestic and Gatos will involve operational, technological and personnel-related challenges. Additionally, the integration will require significant time and focus from management following the combination which may disrupt the business of the combined company. First Majestic’s production estimates and capital and operating cost estimates relating to the combined company following the transaction are based on certain assumptions and are inherently subject to significant uncertainties. Actual results for the combined company may differ from current estimates and assumptions, and these differences may be material. Experience from actual mining or processing operations may identify new or unexpected conditions which could reduce production below, and/or increase capital and/or operating costs above, current estimates. If actual results are less favorable than current estimates, the combined company’s business, results of operations, financial condition and liquidity could be adversely impacted.

The announcement and pendency of the transaction could adversely affect each of Gatos’ and First Majestic’s business, results of operations and financial condition.

The announcement and pendency of the transaction could cause disruptions in and create uncertainty surrounding Gatos’ and First Majestic’s business, including affecting Gatos’ and First Majestic’s relationships with their respective existing suppliers and employees, which could have an adverse effect on Gatos’ or First Majestic’s business, results of operations and financial condition, regardless of whether the transaction is completed. In particular, Gatos and First Majestic could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the transaction. The attention of Gatos’ and First Majestic’s respective management may be directed towards closing the transaction, including obtaining required approvals and other transaction-related considerations and may be diverted from the day-to-day business operations of Gatos and First Majestic and matters related to the transaction may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Gatos and First Majestic. The merger agreement generally requires Gatos and First Majestic to conduct their respective business in all material respects in the ordinary course prior to the earlier of the termination of the merger agreement and the effective time. In addition, the merger agreement includes a variety of specified restrictions on the conduct of Gatos’ and First Majestic’s businesses, which, in the event the merger agreement is not earlier terminated, expire at the effective time. Gatos and First Majestic may find that these and other contractual restrictions in the merger agreement delay or prevent Gatos and First Majestic from making certain changes, or limit their ability to make certain changes, during such period, even if Gatos’ or First Majestic’s management, as applicable, believes that making such changes may be advisable. The pendency of the

- 43 -

transaction may also divert management’s attention and resources away from First Majestic’s and Gatos’ ongoing business and operations.

Gatos and First Majestic will each incur substantial transaction fees and costs in connection with the transaction.

Gatos and First Majestic have incurred and expect to incur additional material, non-recurring expenses in connection with the transaction, including costs relating to obtaining required approvals and, in the case of Gatos, compensation payments to its executives triggered by the change in control of Gatos as a result of the transaction. Gatos and First Majestic have incurred significant financial services, accounting, tax, consulting and legal fees in connection with the process of negotiating and evaluating the terms of the transaction. Additional significant, unanticipated costs may be incurred in the course of coordinating and combining the businesses of Gatos and First Majestic. Pursuant to the merger agreement certain costs relating to regulatory applications and the filing, printing and mailing of this proxy statement/prospectus and First Majestic’s management information circular will be shared, however all other costs incurred will be solely for the account of the party incurring them. Such costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition. In addition to its own fees and expenses, if the merger agreement is terminated under specified circumstances, Gatos will be required to pay to First Majestic a $28.0 million termination payment. In addition to its own fees and expenses, if the merger agreement is terminated under other specified circumstances, First Majestic will be required to pay to Gatos a $46.0 million termination payment. For more information, see the section entitled “The Merger Agreement – Termination of the Merger Agreement”, “The Merger Agreement – Effect of Termination” and “The Merger Agreement – Expenses and Termination Fee” on pages [ ], [ ] and [ ], respectively.

Significant demands will be placed on First Majestic as a result of the combination of the two companies.

As a result of the combination of First Majestic and Gatos, significant demands will be placed on the managerial, operational, and financial personnel and systems of First Majestic. First Majestic cannot assure you that its systems, procedures and controls will be adequate to support the expansion of operations following and resulting from the combination of the two companies. The future operating results of the combined company will be affected by the ability of its officers and key employees to manage changing business conditions and to implement and expand its operational and financial controls and reporting systems in response to the transaction.

The unaudited pro forma condensed combined financial information of Gatos and First Majestic is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the combination of First Majestic and Gatos.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of First Majestic and Gatos, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company after the combination of First Majestic and Gatos. In addition, the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is based in part on certain assumptions regarding the transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the combination of First Majestic and Gatos. Accordingly, the historical information incorporated by reference in this proxy statement/prospectus and unaudited pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had Gatos and First Majestic operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition after the combination of First Majestic and Gatos. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

- 44 -

In preparing the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus, First Majestic has given effect to, among other items, the combination of First Majestic and Gatos and the payment of the merger consideration. The unaudited pro forma condensed combined financial information may not reflect all of the costs that are expected to be incurred by Gatos and First Majestic in connection with the transaction.

For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, on page [ ], including the notes thereto.

The combined company will prepare its financial statements in accordance with IFRS as opposed to U.S. GAAP, which could affect reported financial results.

First Majestic, as permitted for foreign private issuers under the U.S. Exchange Act, prepares its financial statements in accordance with IFRS, and the combined company will prepare its financial statements in accordance with IFRS. Gatos currently prepares its financial statements in accordance with U.S. GAAP. The application by First Majestic of different accounting standards on Gatos’ financial results could have a significant impact on the combined company’s reported financial results when compared to Gatos’ historical reported financial results.

First Majestic or Gatos may waive one or more of the closing conditions without re-soliciting shareholder approval or stockholder approval, respectively.

Certain conditions to First Majestic’s and Gatos’ obligations, respectively, to close the transaction may be waived, in whole or in part, to the extent legally permissible, either unilaterally or by agreement of First Majestic and Gatos. In the event that any such waiver does not require re-solicitation of First Majestic’s shareholders or Gatos’ stockholders or an amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards, as applicable, the parties will have the discretion to close the transaction without seeking further approval of First Majestic shareholders or Gatos stockholders, as applicable.

The opinions of Gatos’ financial advisors rendered to the Gatos board and Gatos Special Committee do not reflect changes in circumstances between the signing of the merger agreement and the closing of the transaction.

The Gatos board has received an opinion from BofA Securities dated September 4, 2024, to the effect that, as of the date of the opinion and based upon and subject to the various assumptions and limitations described in its opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to the Gatos stockholders (other than First Majestic and its affiliates). The Gatos Special Committee has received an opinion from GenCap, dated September 4, 2024, to the effect that, based upon and subject to the assumptions, qualifications, limitations and other matters considered by GenCap in connection with the preparation of its opinion, as of such date, the transaction was fair, from a financial point of view, to Gatos stockholders. Changes in the operations and prospects of First Majestic or Gatos, general market and economic conditions and other factors that may be beyond the control of First Majestic or Gatos, and on which the forecasts and assumptions used by Gatos’ financial advisors in connection with rendering of their opinions may have been based, may significantly alter the value of First Majestic or Gatos or the prices of the First Majestic common shares or of the shares of Gatos common stock by the time the transaction is completed. The opinions did not speak as of the time the transaction will be completed or as of any date other than the date of such opinions and neither the Gatos board nor the Gatos Special Committee anticipates asking its financial advisors to update their opinions. The Gatos board’s recommendation that Gatos stockholders vote “FOR” approval of the Gatos merger proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinions that the Gatos board and the Gatos Special Committee received from their respective financial advisors, see the section entitled “Opinions of the Financial Advisors to Gatos – Opinion of

- 45 -

BofA Securities and GenCap” on page [ ]. A copy of the opinion of BofA Securities is attached as Annex B to this proxy statement/prospectus and a copy of the opinion of GenCap is attached as Annex C to this proxy statement/prospectus and each is incorporated by reference herein in its entirety.

Failure to complete the transactions contemplated by the merger agreement could negatively impact the price of Gatos common stock, and its future business and financial results.

If the transactions contemplated by the merger agreement are not completed for any reason, Gatos’ ongoing business may be materially and adversely affected and Gatos would be subject to a number of risks, including, but not limited to, the following:

In addition, Gatos could be subject to litigation related to any failure to complete the acquisition or related to any proceeding to specifically enforce Gatos’ performance obligations under the merger agreement.

If any of these risks materialize, they may materially and adversely affect Gatos’ business, financial condition, financial results and stock prices.

Directors and executive officers of Gatos have interests in the transaction that may differ from the interests of Gatos stockholders generally, including, if the transaction is completed, the receipt of financial and other benefits.

In considering the recommendations of the Gatos board and the Gatos Special Committee, Gatos stockholders should be aware that Gatos’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Gatos stockholders generally. These interests may include, among others, the treatment of outstanding Gatos equity awards under the merger agreement and the potential payment of severance benefits upon certain terminations of employment that occur within a certain period of time following or prior to a change in control (as defined in each executive officer’s employment agreement), which includes the merger, and rights to ongoing indemnification and insurance coverage. The Gatos Special Committee and Gatos board were aware of and considered these interests, among other matters, when it approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommended that Gatos stockholders approve the merger proposal.

Each of the executive officers of Gatos (other than Mr. Huerta) is party to an existing employment agreement providing for certain enhancements to such executive officer’s severance payments and benefits if such executive officer is terminated in connection with a change in control of Gatos, which includes the merger. For a more complete description of such change of control agreements, see the section entitled “The Gatos Merger -Interests of Gatos’ Directors and Executive Officers in the Transaction” on page [ ].

Except in specified circumstances, if the effective time has not occurred by the outside date, either Gatos or First Majestic may choose not to proceed with the transaction.

Either Gatos or First Majestic may terminate the merger agreement if the effective time has not occurred by April 30, 2025 (i.e. the outside date); provided, that to the extent the condition to obtain Mexican antitrust clearance required to be obtained with respect to the transaction has not been satisfied or waived on or prior to April 30, 2025, but all other conditions to closing have been satisfied or, to the extent permitted, waived (except for those conditions that by their nature are to be satisfied at the closing), the outside date will be automatically extended to May 31, 2025. However, this right to terminate the merger agreement will not be available to Gatos or First Majestic if such party has breached its obligations under the merger agreement and such breach has been the cause of the failure to consummate the transaction on or before the outside date. For more information, see the section entitled “The Merger Agreement – Termination of the Merger Agreement”, on page [ ].

- 46 -

There may be less publicly available information concerning First Majestic than there is for issuers that are not foreign private issuers because, as a foreign private issuer, First Majestic is exempt from a number of rules under the U.S. Exchange Act and is permitted to file less information with the SEC than issuers that are not foreign private issuers and First Majestic, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of the NYSE, subject to certain exceptions.

For so long as First Majestic remains a foreign private issuer under the U.S. Exchange Act, First Majestic is exempt from certain rules under the U.S. Exchange Act. So long as it follows its home country practice, First Majestic is not currently required to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. First Majestic is also not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material, non-public information. In addition, First Majestic is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the U.S. Exchange Act. The members of the First Majestic board, officers and significant shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Accordingly, there may be less publicly available information concerning First Majestic than there is for companies whose securities are registered under the U.S. Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by First Majestic in accordance with Canadian law, which may differ in substance or timing from such disclosure requirements under the U.S. Exchange Act. For example, disclosure with respect to First Majestic annual meetings of shareholders will be governed by Canadian law. Further, as a foreign private issuer, under the NYSE rules First Majestic is not required to comply with most of the NYSE corporate governance requirements, so long as it complies with Canadian corporate governance practices. First Majestic’s current corporate governance practices are consistent with all applicable Canadian regulatory guidelines and standards and NYSE rules, except for NYSE rules related to shareholder approval requirements for equity compensation plans and that First Majestic adopt corporate governance guidelines, as disclosed on First Majestic’s website at www.firstmajestic.com. Subject to certain exceptions, the rules of the NYSE permit a foreign private issuer to follow its home country practice in lieu of certain listing requirements of the NYSE. First Majestic is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing standards in its annual report filed with the SEC or on its website. Accordingly, First Majestic shareholders may not have the same protections afforded to shareholders of companies that are required to comply with all of the corporate governance requirements.

First Majestic is organized under the laws of British Columbia, Canada and a substantial portion of its assets are, and many of its directors and officers reside, outside of the U.S. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the U.S. against First Majestic, its officers, or members of the First Majestic board.

First Majestic is organized under the laws of British Columbia, Canada. A substantial portion of First Majestic’s assets are located outside the U.S., and many of First Majestic’s directors and officers and some of the experts named in this proxy statement/prospectus are residents of jurisdictions outside of the U.S. and the assets of such persons may be located outside of the U.S. As a result, it may be difficult for investors to effect service within the U.S. upon First Majestic and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against First Majestic or such persons either inside or outside of the U.S., or to enforce in U.S. courts judgments obtained against First Majestic or such persons in courts in jurisdictions outside the U.S., in any action predicated upon the civil liability provisions of the federal securities laws of the U.S. There is no certainty that civil liabilities predicated solely upon the federal securities laws of the U.S. can be enforced in Canada, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the U.S. or elsewhere may be unenforceable in Canada.

- 47 -

Resales of First Majestic common shares following the transaction may cause the market value of First Majestic common shares to decline.

Based on the number of shares of Gatos common stock and Gatos equity awards outstanding as of [ ], 2024, First Majestic expects to issue or reserve for issuance up to approximately an aggregate of [ ] First Majestic common shares at the effective time in connection with the transaction. The issuance of these new First Majestic common shares could have the effect of depressing the market value of First Majestic’s common shares. The increase in the number of First Majestic common shares may lead to sales of such First Majestic common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, First Majestic common shares. In addition, some Gatos stockholders may decide not to continue to hold the First Majestic common shares they receive as a result of the transaction, and any such sales of First Majestic common shares could have the effect of depressing their market price.

The market value of First Majestic common shares may decline as a result of the combination of First Majestic and Gatos.

The market value of First Majestic common shares may decline as a result of the combination of First Majestic and Gatos if, among other things, the combined company is unable to achieve the expected benefits of the merger or if the transaction costs related to the transaction are greater than expected. The market value of First Majestic common shares also may decline if the combined company does not achieve the perceived benefits of the combination as rapidly or to the extent anticipated by the market or if the effect of the transaction on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, First Majestic common shares, regardless of First Majestic’s actual operating performance after the combination of First Majestic and Gatos.

Current First Majestic shareholders and Gatos stockholders will have a reduced ownership and voting interest after the transaction and will have less input into the management of the combined company.

Based on the number of shares of Gatos common stock and Gatos equity awards outstanding as of [ ], 2024, at the effective time, First Majestic expects to issue or reserve for issuance up to an aggregate of approximately [ ] First Majestic common shares at the effective time in connection with the transaction. As a result, it is expected that, immediately after the effective time, former Gatos stockholders will own approximately an aggregate of 38% of the outstanding First Majestic common shares upon closing of the transaction. Consequently, current First Majestic shareholders in the aggregate will have less input into the management and policies of the combined company than they currently have over the management and policies of First Majestic, and Gatos common stockholders in the aggregate will have significantly less input into the management and policies of the combined company than they currently have over the management and policies of Gatos.

Gatos and First Majestic may be targets of legal claims, securities class actions, derivative lawsuits and other claims which could result in substantial costs and may delay or prevent the transaction from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders and third parties due to the combination of First Majestic’s business and Gatos’ business. Such litigation may have an adverse impact on the

- 48 -

combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

If certain requirements under Section 367(a) of the Code and the U.S. Treasury Regulation promulgated thereunder are not satisfied, Gatos stockholders may be required to recognize gain (but not loss) for U.S. federal income tax purposes upon their exchange of Gatos common stock for the First Majestic common shares pursuant to the merger.

First Majestic and Gatos intend that, for U.S. federal income tax purposes, (i) the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the merger does not result in the recognition of gain to a holder of Gatos common stock under Section 367(a) of the Code as a result of certain requirements set forth in the U.S. Treasury Regulations promulgated thereunder being satisfied (other than for any 5% U.S. Holder (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) of First Majestic following the merger that does not enter into a GRA (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”). Neither First Majestic nor Gatos has sought, and will not seek, a ruling from the IRS regarding any matters relating to the merger. Accordingly, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to the intended U.S. federal income tax consequences of the merger. If the transaction were to fail to satisfy certain requirements under Section 367(a) of the Code and the U.S. Treasury Regulations promulgated thereunder (including a 5% U.S. Holder failing to enter into a GRA), U.S. Holders of Gatos common stock may be required to recognize the full amount of any gain, but not any loss, on their exchange of Gatos common stock for First Majestic common shares. Subject to certain exceptions, a Non-U.S. Holder (as defined below in the section entitled “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences”) that exchanges its Gatos common stock for First Majestic common shares in the merger generally will be subject to the same rules applicable to U.S. Holders as discussed under “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences-Certain U.S. Federal Income Tax Consequences of the Transaction to U.S. Holders” (other than with respect to the discussion regarding Section 367(a) of the Code).

For a more detailed summary of the U.S. federal income tax consequences of the merger, see “The Gatos Merger Proposal-Material U.S. Federal Income Tax Consequences” beginning on page [●].

The IRS may not agree that First Majestic should be treated as a foreign corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized under the laws of the United States, any state thereof or the District of Columbia. Accordingly, under generally applicable United States federal income tax rules, First Majestic, which is organized under the laws of British Columbia, Canada, would generally be classified as a non-U.S. corporation. However, Section 7874 of the Code and the U.S. Treasury Regulations promulgated thereunder contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes (or to be subject to certain other adverse tax consequences). Based on the percentage of outstanding First Majestic common shares that is expected to be owned by former Gatos stockholders immediately after the merger, First Majestic believes that it should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the U.S. Treasury Regulations promulgated thereunder immediately following the merger. There can be no assurance, however, that the IRS will not take a contrary position or that the relevant U.S. federal income tax law will not be changed (possibly with retroactive effect) in a manner that would result in a contrary conclusion. If it were determined that First Majestic is treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, First Majestic could be subject to substantial U.S. tax liability and its non-U.S. shareholders could be subject to U.S. withholding tax on any dividends.

- 49 -

First Majestic and Gatos may have difficulty attracting, motivating and retaining executives and other key employees in light of the combination of First Majestic and Gatos.

First Majestic’s success after closing the transaction will depend in part on the ability of First Majestic to retain key executives and other employees with critical skills and knowledge which are crucial for the combined company to achieve key milestones and synergy realization. Uncertainty about the effect of the transaction on First Majestic and Gatos employees may have an adverse effect on each of First Majestic and Gatos separately and consequently, on the combined company. This uncertainty may impair First Majestic’s and/or Gatos’ ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the transaction, as employees of First Majestic and Gatos may experience uncertainty about their future roles in the combined company.

Furthermore, if key employees of First Majestic or Gatos depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined company, First Majestic may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the transaction may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that First Majestic and Gatos have been able to attract or retain employees in the past.

The merger agreement contains provisions that make it more difficult for First Majestic and Gatos to pursue alternatives to the transaction and may discourage other companies from trying to acquire Gatos for greater consideration than what First Majestic has agreed to pay.

The merger agreement contains provisions that make it more difficult for Gatos to sell its business to a party other than First Majestic for equivalent or more attractive consideration than the consideration First Majestic has agreed to provide in the transaction, or for First Majestic to sell its business. These provisions include a general prohibition on each party soliciting any competing proposal, subject to limited exceptions. Further, there are only limited circumstances in which a party may terminate the merger agreement to accept a competing proposal and limited exceptions to its agreement that its board of directors will not withdraw or modify its recommendation in a manner adverse to the transaction. See “The Merger Agreement – Agreement Not to Solicit Other Offers” and “The Merger Agreement – Termination of the Merger Agreement,” on pages [ ] and [ ], respectively, of this proxy statement/prospectus.

The parties believe these provisions are reasonable, customary and not preclusive of other offers, but these restrictions might discourage a third party that has an interest in acquiring all or a significant part of either Gatos or First Majestic from considering or proposing an alternative proposal.

If a competing proposal to acquire Gatos or First Majestic is made, consummation of the transaction may be delayed or impeded.

If a competing proposal to acquire Gatos or First Majestic is made, the attention of Gatos’ and First Majestic’s respective management teams may be diverted away from the transaction, which may delay or impede consummation of the transaction. Matters related to such competing proposal, including any potential related litigation, may require commitments of time and resources of both parties and their respective representatives, which could otherwise have been devoted to consummating the transaction.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section entitled “The Gatos Merger – Summary of Certain Unaudited Gatos Financial Projections” on page [ ] were based on assumptions of, and

-50-

information available to, the management team of Gatos when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond the control of Gatos and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the combined company’s future results. As a result, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The financial estimates set forth in the forecasts included under the section entitled “The Gatos Merger – Summary of Certain Unaudited Gatos Financial Projections” on page [ ] were based on assumptions that were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Gatos and First Majestic do not undertake any obligation, other than as required by applicable law, to update the financial estimates in this proxy statement/prospectus to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. See “The Gatos Merger – Summary of Certain Unaudited Gatos Financial Projections” on page [ ] for more information. Ernst & Young LLP, Gatos’ independent registered public accounting firm, has not examined, compiled or performed any procedures with respect to such forecasts.

Gatos stockholders will not be entitled to appraisal rights in the proposed merger.

Because the Gatos common stock is listed on the NYSE and the TSX as of the record date for the Gatos special meeting and Gatos stockholders are solely receiving First Majestic common shares, and cash in lieu of fractional common shares as merger consideration in exchange for their Gatos common stock, and, as a condition to closing the transaction, such First Majestic common shares must be approved for listing on the NYSE , subject to official notice of issuance, and conditionally approved or authorized for listing on the TSX (subject to only customary listing conditions), no appraisal rights are available under Section  262 of the DGCL with respect to the merger.

Risks Related to First Majestic’s Business

An investment in First Majestic common shares of involves a number of risks including, but not necessarily limited to, those set forth below.

In addition to the risk factors listed below, you should read and consider the risk factors specific to First Majestic’s business described in First Majestic’s Annual Report on Form 40-F for the fiscal year ended December 31, 2023, which is incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” on page [ ] for the location of information incorporated by reference into this proxy statement/prospectus.

Investment in the common shares of First Majestic should be considered speculative due to the high-risk nature of First Majestic’s business and the present stage of First Majestic’s development. The following risk factors, as well as risks currently unknown to First Majestic, could materially adversely affect the future business, operations and financial condition of First Majestic and could cause them to differ materially from the estimates described in forward-looking statements herein relating to First Majestic or First Majestic’s business, property or financial results, each of which could cause investors to lose part or all of their investment in First Majestic’s common shares. The risks set out below are not the only risks First Majestic faces; risks and uncertainties not

- 51 -

currently known to First Majestic or that First Majestic currently deems to be immaterial may also materially and adversely affect First Majestic’s business, financial condition, results of operations and prospects. Investors should carefully consider the following risk factors along with the other information set out in this proxy statement/prospectus before making a decision on the Gatos merger proposal. While First Majestic engages in certain risk management practices, there can be no assurance that such measures will limit the occurrence of events that may negatively impact First Majestic as many factors are beyond the control of First Majestic. In addition to the other information presented in this proxy statement/prospectus, the risk factors that follow should be given special consideration when evaluating the Gatos merger proposal.

Operational Risks

First Majestic’s production and cost estimates may not always be achieved due to a variety of factors which could adversely impact First Majestic’s cash flow, earnings and financial conditions.

From time to time, First Majestic prepares estimates of future production and future production costs for operations. No assurance can be given that production and cost estimates will be achieved. These production and cost estimates are based on, among other things, the following factors: the accuracy of mineral reserve estimates; the accuracy of assumptions regarding ground conditions and physical characteristics of ores, such as hardness and presence or absence of particular metallurgical characteristics; equipment and mechanical availability; labor; and the accuracy of estimated rates and costs of mining and processing, including the cost of human and physical resources required to carry out First Majestic’s activities. Failure to achieve production or cost estimates, or increases in costs (including as a result of inflation), could have an adverse impact on First Majestic’s future cash flows, earnings, results of operations and financial condition.

Actual production and costs may vary from estimates for a variety of reasons, including actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the mineral reserves, such as the need for sequential development of ore bodies and the processing of new or different ore grades; and risks and hazards associated with mining. In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production, or that the existing known and experienced recoveries will continue. Costs of production may also be affected by a variety of factors including: dilution, widths, ore grade and metallurgy, labour costs, costs of supplies and services (such as, for example, fuel and power), general inflationary pressures and currency exchange rates. Failure to achieve production estimates could have an adverse impact on First Majestic’s future cash flows, earnings, results of operations and financial condition.

Exploration and development of mineral properties involves significant financial risks, which may require major expenses to establish economic reserves by drilling, constructing mining and processing facilities at a site, developing metallurgical processes and extracting previous metals from ore.

First Majestic has projects at various stages of development and there are inherent risks in the development, construction and permitting of all new mining projects or in restarting production at any of First Majestic’s non-producing mines. Exploration and development of mineral properties involves significant financial risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish economic reserves by drilling, constructing mining and processing facilities at a site, developing metallurgical processes and extracting precious metals from ore. First Majestic cannot ensure that its current exploration and development programs will result in profitable commercial mining operations. Also, substantial expenses may be incurred on exploration projects which are subsequently abandoned or otherwise disposed of due to poor exploration results or the inability to define resources which can be developed and mined economically.

The economic feasibility of development projects or of First Majestic’s non-producing mines is reliant upon many factors, including the accuracy of mineral reserve and mineral resource estimates, metal recoveries, capital

- 52 -

and operating costs, government regulations relating to prices, taxes, royalties, land tenure, land use, importing, exporting, environmental protection, and metal prices, which are highly volatile. Commencing production at development projects or restarting production at any of First Majestic’s non-producing mines are also subject to the successful completion of economic evaluations or feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Furthermore, material changes in developing resources into economically viable mineral reserves can be affected by ore grades, widths and dilution or metal recoveries at any project.

Development projects have no operating history upon which to base estimates of future cash flow. Estimates of proven and probable mineral reserves, measured mineral resources, indicated mineral resources and inferred mineral resources are, to a large extent, based upon detailed geological and engineering analysis. Further, mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to proven or probable mineral reserves as a result of continued exploration.

First Majestic must continuously replace and expand its mineral reserves to maintain or grow metal production, and failure to do so could lead to reduced production, mine closures and increased costs.

Because mines have limited lives based primarily on proven and probable mineral reserves, First Majestic must continually replace and expand its mineral reserves as First Majestic’s mines produce metals. The ability of First Majestic to maintain or increase its annual production of metals and First Majestic’s future growth and productivity will be dependent in significant part on its ability to identify and acquire additional commercially mineable mineral rights, to bring new mines into production and to continue to invest in exploration and development at First Majestic’s existing mines or projects in order to develop resources into minable economic mineral reserves.

Failure to identify additional mineral reserves may result in the reduction of mineral production at one or more of First Majestic’s mines and may result in a mine ceasing to be economic, which ultimately may lead to the temporary or permanent closure of the mine. Mine closure involves long-term management of permanent engineered structures and potential acid rock drainage, achievement of environmental closure standards, orderly termination of employees and contractors and, ultimately, relinquishment of the site. The successful completion of these and other associated tasks is dependent on sufficient financial resources and the ability to successfully implement negotiated agreements with relevant governmental authorities, communities, unions, employees and other stakeholders. The consequences of a difficult closure range from increased closure costs and handover delays to ongoing environmental impacts and corporate reputation damage if desired outcomes cannot be achieved.

The operation and development of a mine or mineral property involves many risks, such as equipment failures, slope failures, environmental hazards and unexpected geological formations.

The operation and development of a mine or mineral property involves many risks which a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include:

- 53 -

These occurrences could result in environmental damage and liabilities, work stoppages and delayed production, increased production costs, damage to, or destruction of, mineral properties or production facilities, personal injury or death, asset write-downs, monetary losses, liabilities to third parties and other liabilities.

Mining operations depend on reliable infrastructure, and the lack of availability or the delay in the availability could prevent or delay exploitation or development of First Majestic’s projects and may require First Majestic to construct alternative infrastructure.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources, water supplies and, in certain cases, air access are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploitation or development of First Majestic’s projects and may require First Majestic to construct alternative infrastructure (for example, powerlines and other energy-related infrastructure). If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation of First Majestic’s projects will be commenced or completed on a timely basis, if at all; the resulting operations will achieve the anticipated production volume, or the construction costs and ongoing operating costs associated with the exploitation and/or development of First Majestic’s mines and other projects will not be higher than anticipated. In addition, unusual weather phenomena, sabotage, terrorism, non-governmental organization and governmental or other community or indigenous interference in the maintenance or provision of such infrastructure could adversely affect First Majestic’s business, operations and profitability.

While First Majestic believes that it has adequate infrastructure to support current operations, future developments could limit the availability of certain aspects of the infrastructure. First Majestic could be adversely affected by the need for new infrastructure. There can be no guarantee that First Majestic will be successful in maintaining adequate infrastructure for its operations which could adversely affect First Majestic’s business, operations and profitability.

Failure to obtain or comply with governmental regulations, licenses and permits may result in civil or criminal fines, penalties or enforcement actions.

First Majestic’s mining, exploration and development projects are subject to extensive laws and regulations which vary based on the jurisdiction in which the projects are located. Such laws and regulations govern various matters which may include exploration, development, production, price controls, exports, taxes, mining royalties, environmental levies, labor standards, expropriation of property, maintenance of mining claims, land use, land claims of local people, water use, waste disposal, power generation, protection and remediation of the environment, reclamation, historic and cultural resource preservation, mine safety, occupational health, and the management and use of toxic substances and explosives, including handling, storage and transportation of hazardous substances.

Such laws and regulations may require First Majestic to obtain licenses and permits from various governmental authorities. Failure to comply with applicable laws and regulations, including licensing and permitting

- 54 -

requirements, may result in civil or criminal fines, penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations, requiring corrective measures, requiring the installation of additional equipment, requiring remedial actions or imposing additional local or foreign parties as joint venture partners, any of which could result in significant expenditures or loss of income by First Majestic. First Majestic may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, licensing requirements or permitting requirements.

Amendments to Mexico’s laws could adversely affect First Majestic and its business.

First Majestic currently conducts mining operations in Mexico, and as such First Majestic’s operations are subject to Mexican laws. Any amendments to such laws or changes in interpretation or enforcement thereof can have a material adverse effect on First Majestic and its business in Mexico. On May 8, 2023, the Mexican Government enacted a decree amending several provisions of the Mining Law, the Law on National Waters, the Law on Ecological Equilibrium and Environmental Protection and the General Law for the Prevention and Integral Management of Waste, which became effective on May 9, 2023 (the “Decree”). This Decree amends the Mexican mining and water laws, including: (i) the duration of the mining concession titles, (ii) the process to obtain new mining concessions (through a public tender), (iii) imposing conditions on water use and availability for the mining concessions, (iv) the elimination of “free land and first applicant” scheme; (iv) new social and environmental requirements in order to obtain and keep mining concessions, (v) the authorization by the Mexican Ministry of Economy of any mining concession’s transfer, (vi) new penalties and cancellation of mining concessions grounds due to non-compliance with the applicable laws, (vii) the automatic dismissal of any application for new concessions, and (viii) new financial instruments or collateral that should be provided to guarantee the preventive, mitigation and compensation plans resulting from the social impact assessments, among other amendments. These amendments are expected to have an impact on First Majestic’s current and future exploration activities and operations in Mexico and the extent of such impact is yet to be determined but could be material for First Majestic. On June 7, 2023, the Senators of the opposition parties (PRI, PAN and PRD) filed a constitutional action against the Decree, which is pending to be decided by the Mexican Supreme Court of Justice. During the second quarter of 2023, First Majestic filed various amparo lawsuits challenging the constitutionality of the Decree. As of the date of this proxy statement/prospectus, these amparos filed by First Majestic, along with numerous amparos in relation to the Decree that have been filed by other companies, are still pending before the District or Collegiate Courts. On July 15, 2024, the Supreme Court of Justice suspended all on-going amparo lawsuits against the Decree whilst the constitutional action is being considered by the Supreme Court. Once the Supreme Court has provided its ruling on the constitutional action, such ruling will set a precedent that will enable the on-going amparo lawsuits to be resolved, thereby avoiding the potential for contradictory judgments in the various amparo lawsuits that have been filed against the Decree.

In addition, on September 15, 2024, the Mexican Congress and a majority of state legislatures approved amendments to the Mexican Constitution to implement certain structural changes to the Mexican judiciary (the “Judiciary Reform”). The Judiciary Reform introduces significant changes to the Mexican judiciary, including (i) shifting from an appointment-based system, largely dependent on qualifications, to a system where judges are elected; and (ii) replacing the Federal Judicial Council with two new entities: the Judicial Administration Body and the Judicial Discipline Tribunal, which will oversee judicial careers, the Judiciary Branch’s budgeting, and disciplinary actions for public officials. These proposed changes may have impacts on the Mexican court system and litigation in Mexico, the effects of which cannot be predicted at this time. In October 2024, opposition parties (PRI and PAN), along with certain judges and members of the Mexican Congress, filed constitutional actions with the Mexican Supreme Court of Justice against the Judiciary Reform. The Supreme Court of Justice has accepted the constitutional actions for its review.

First Majestic’s income and its mining, exploration and development projects, could be adversely affected by amendments to such laws and regulations, by future laws and regulations, by more stringent enforcement of current laws and regulations, by changes in applicable government policies affecting investment, mining and repatriation of financial assets, by changes in the independence and reliability of Mexican courts, by shifts in political attitudes and by exchange controls. The effect, if any, of these factors cannot be accurately predicted.

- 55 -

Further, there can be no assurance that First Majestic will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at First Majestic’s projects.

The costs of discovering, evaluating, planning, designing, developing, constructing, operating and closing First Majestic’s mining, exploration and development activities and operations in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations, and new taxes, could become such that First Majestic would not proceed with mining, exploration and development at one or more of its properties. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from First Majestic’s mining, exploration and development projects could result in substantial costs and liabilities for First Majestic, such that First Majestic would halt or not proceed with mining, exploration and development at one or more of its properties.

Failure to comply with environmental and health and safety regulations may result in injunctions, damages, suspension or revocation of permits and imposition of penalties.

First Majestic’s activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. Environmental laws and regulations are complex and have tended to become more stringent over time. First Majestic is required to obtain governmental permits and in some instances air, water quality, waste disposal, hazardous substances and mine reclamation rules and permits. Although First Majestic makes provisions for environmental compliance and reclamation costs, it cannot be assured that these provisions will be adequate to discharge its future obligations for these costs. Failure to comply with applicable environmental and health and safety laws may result in injunctions, damages, suspension or revocation of permits and imposition of penalties. Environmental regulation is evolving in a manner resulting in stricter standards and the costs of compliance with such standards are increasing while the enforcement of, and fines and penalties for, non-compliance are also becoming more stringent. In addition, certain types of operations require submissions of, and approval of, environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. Climate change regulations may become more onerous over time as governments implement policies to further reduce carbon emissions, including the implementation of taxation regimes based on aggregate carbon emissions. However, the cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations, reducing the profitability of First Majestic’s operations. There has been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. If legislation restricting or prohibiting the use of cyanide were to be adopted in a region in which First Majestic relies on the use of cyanide, it would have a significant adverse impact on First Majestic’s results of operations and financial condition as there are few, if any, substitutes for cyanide in extracting metals from certain types of ore.

On August 26, 2021, the Nevada Division of Environmental Protection issued 10 Notices of Alleged Violation that alleged First Majestic doing business as Jerritt Canyon Gold, LLC had violated various air permit conditions and regulations applicable to operations at First Majestic’s Jerritt Canyon Mine in Elko County, Nevada. The 2021 Notices of Alleged Violations are related to compliance with emission monitoring, testing, recordkeeping requirements, and emission and throughput limits.

First Majestic filed a Notice of Appeal on September 3, 2021, challenging the 2021 Notices of Alleged Violations before the Nevada State Environmental Commission. First Majestic raised various defenses to the 2021 Notices of Alleged Violation, including that First Majestic is not liable for the violations because it was never the owner/operator of Jerritt Canyon during the period the alleged violations began (on April 30, 2021, First Majestic acquired Jerritt Canyon Canada Ltd, which, through subsidiaries, owns and operates Jerritt Canyon). There is currently no hearing scheduled or any scheduling order in the matter, and the parties have yet to engage in discovery.

- 56 -

On March 8, 2022, the Nevada Division of Environmental Protection issued an additional four Notices of Alleged Violations to First Majestic’s subsidiary, Jerritt Canyon Gold, LLC for alleged exceedances and violations of an Air Quality Operating permit and Mercury Operating Permit to Construct. The 2022 Notices of Alleged Violations relate to alleged exceedances of mercury emission limitations, exceedances of operating parameters, installation of equipment, and recordkeeping requirements. First Majestic filed a request for hearing with the Nevada State Environmental Commission on March 18, 2022 that challenged the bases for the alleged 2022 Notices of Alleged Violation and any potential penalties associated with the Notices of Alleged Violations. Jerritt Canyon Gold, LLC and Nevada Division of Environmental Protection agreed to waive the 20-day hearing requirement for the 2022 Notices of Alleged Violation and the parties have requested that the NSEC withhold scheduling a hearing for the 2022 Notices of Alleged Violation at this time. At this time any potential fines or penalties for the 2021 Notices of Alleged Violations or 2022 Notices of Alleged Violations cannot be reliably determined.

First Majestic intends to, and attempts to, fully comply with all applicable environmental regulations, however First Majestic’s ability to conduct adequate maintenance and safety protocols may be considerably constrained or even prevented in areas where its control is impacted by criminal activities, such as its San Martin mine. Although First Majestic has repeatedly requested all applicable governmental authorities to take action to secure the area, to date, the Mexican government has failed to take any such action and First Majestic’s own efforts have been unsuccessful. Due to this situation, First Majestic has been unable to conduct care and maintenance activities at San Martin since its remaining employees were withdrawn in 2021 and First Majestic has limited information as to the current state of repair at the mine, including the tailing storage facility. As a result, there may be an increased risk that an environmental incident may occur at this operation and, as applicable Mexican laws impose strict liability on the property owner, First Majestic could incur material financial liabilities and suspension of authorizations as a result.

While responsible environmental stewardship is a top priority for First Majestic, there can be no assurance that First Majestic has been or will be at all times in complete compliance with applicable environmental laws, regulations and permits, or that the costs of complying with current and future environmental laws and permits will not materially and adversely affect First Majestic’s business, results of operations or financial condition.

First Majestic may be exposed to liability if accidents or contamination arises as a result of any failure in or overflow of its tailings storage facilities.

In order to manage the risk in the operation of mining tailings storage facilities (“TSF”), First Majestic invests in technologies and practices that safely facilitate the handling and storage of mine tailings, in particular the operation of press filters and belt filters in Mexico, and automated pump-back and monitoring systems in Nevada at First Majestic’s Jerritt Canyon mine. Tailing filter presses are also installed at two of First Majestic’s suspended operations at the Del Toro and San Martin mines. All of First Majestic’s operating tailing storage facilities in Mexico are “dry stack” tailing storage facilities and monitored continuously and audited annually to meet all federal and state safety guidelines. The Jerritt Canyon mine TSF is a wet deposition facility, and First Majestic completed a lined, 12 ft. lift to insure additional storage for another 2+ years of operation in 2021. A life-of-mine tailing deposition optimization study was completed in 2022 by Patterson & Cooke which outlines the need to continue converting the water settling pond into a third TSF to provide capacity for two additional years of production plus evaluates the establishment of TSF4 which combines the footprint of TSF2 and TSF3 into a larger single facility and multi-year life.

Prior to removal of its workforce at the San Martin mine in 2021, First Majestic increased the rock supporting abutment to TSF2 to further increase this TSF’s factor of safety to international standards and is 98% complete with this project. Due to the safety concerns and subsequent removal of First Majestic’s workforce, to date this project has not been fully completed. First Majestic has also been unable to conduct ongoing care and maintenance activities on the San Martin TSF since 2021. As a result, First Majestic has limited information as to the current state of repair at the mine, including the TSF and is unable to confirm the continued compliance of

- 57 -

the TSF with federal and state safety guidelines. First Majestic’s inability to conduct care and maintenance and to complete the rock supporting abutment project may increase the risk of overflow or failure of the TSF. An overflow or failure of this TSF could result in significant environmental contamination in the local area and could result in First Majestic incurring material financial liabilities for clean-up and/or penalties. In such a situation, First Majestic may be unable to conduct adequate clean-up activities in the event that the security conditions at the San Martin mine are not remedied by the Mexican government.

First Majestic complies, to the extent the local security conditions allow it to, with applicable regulations, which establish the procedure to characterize tailings deposits, as well as the specifications and criteria for the characterization and preparation of the deposit sites, construction, operation and closure of tailings deposits. During construction of First Majestic’s paste TSF, the designs and operation of First Majestic TSFs are guided by international standards such as the Canadian Dam Association, where the minimum required operational stability factors are established. The designs and current stability conditions have also been reviewed by third party consultants through the Dam Safety Inspection reports, carrying out the risk analysis and classification according to international standards of both the Canadian Dam Association, and the International Commission on Large Dams. However, due to the security conditions at the San Martin mine, First Majestic has been unable to have the stability conditions at the TSF reviewed since October 2022.

Mining is an extractive industry that deals with inherent uncertainties of natural and environmental factors; therefore, First Majestic may be exposed to liability if accidents and/or contamination arise as a result of any failure in or overflow of its TSFs. Such failures or overflows could result from various risks and hazards, including natural hazards like earthquakes and flooding, uncertainty in the behaviour of rock formations beneath the TSF foundations, industrial accidents, involuntary failures in the design and management of the TSF and failure to carry out adequate care and maintenance.

To the extent that First Majestic is subject to unfunded or uninsured environmental liabilities, the payment for such liabilities would reduce funds otherwise available and could have a material adverse effect on First Majestic. Should First Majestic be unable to fund fully the cost of remedying an environmental problem, First Majestic may be required to suspend operations or enter into interim compliance measures pending completion of required remediation, which could have a material adverse effect on First Majestic.

Operations are exposed to various levels of political and economic risks outside of First Majestic’s control.

First Majestic currently conducts mining operations in Mexico, and as such First Majestic’s operations are exposed to various levels of political and economic risks by factors outside of First Majestic’s control. These potential factors include but are not limited to: mining royalty and various tax increases or claims by governmental bodies, expropriation or nationalization, foreign exchange controls, high rates of inflation, extreme fluctuations in currency exchange rates, import and export regulations, cancellation or renegotiation of contracts, environmental and permitting regulations, illegal mining operations by third parties on First Majestic’s properties, labor unrest and surface access issues. First Majestic currently has no political risk insurance coverage against these risks.

First Majestic is unable to determine the potential impact of these risks on its future financial position or results of operations. Changes, if any, in mining or investment policies or shifts in political attitude in Mexico or the US may substantively affect First Majestic’s exploration, development and production activities.

Any material change in the quantity of mineral reserves, mineral resources, grade or dimensions of geological structures may affect the economic viability of some or all of First Majestic’s mineral properties and may have a material adverse effect on First Majestic’s operational results and financial condition.

There is a degree of uncertainty attributable to the estimation of mineral resources and mineral reserves, and undue reliance should not be placed on First Majestic’s estimates of mineral reserves and mineral resources.

- 58 -

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Until the parts of First Majestic’s mineral resources that have been converted to mineral reserves are actually mined, extracted and processed, the quantity of minerals and their grades must be considered estimates only. In addition, the quantity of mineral reserves and mineral resources may vary depending on, among other things, applicable metal prices, exchange rates assumptions used, underground stability conditions, the ability to maintain constant underground access to all working areas, geological variability, mining methods assumptions used and operating cost escalation. Any material change in the quantity of mineral reserves, mineral resources, grade or dimensions of the geological structures may affect the economic viability of some or all of First Majestic’s mineral properties and may have a material adverse effect on First Majestic’s operational results and financial condition. Mineral reserves on First Majestic’s properties have been estimated on the basis of economic factors at the time of calculation, including commodity prices and operating costs. Variations in such factors may result in a material reduction to First Majestic’s estimates of mineral reserves and mineral resources, or may affect First Majestic’s ability to extract mineral reserves, all of which could have a material adverse effect on First Majestic’s results of operations and financial condition. In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be replicated in larger-scale tests under on-site conditions or during production, or that the existing known and experienced recoveries will continue.

Any increase in the level of violence, or a concentration of violence in areas where the projects and properties of First Majestic are located could have an adverse effect on the results and the financial condition of First Majestic.

Certain areas of Mexico have experienced outbreaks of localized violence, threats, thefts, kidnappings and extortion associated with drug cartels and other criminal organizations in various regions. Any increase in the level of violence, or a concentration of violence in areas where the projects and properties of First Majestic are located, could have an adverse effect on the results and the financial condition of First Majestic. In July 2019, First Majestic announced the temporary suspension of all mining and processing activities at the San Martin operation due to a growing level of insecurity in the area and safety concerns for First Majestic’s workforce. Increasing violence and safety concerns resulted in First Majestic removing all of its remaining employees from the area in 2021 and the mine and plant have been occupied and are currently under the de facto control of an organized criminal group. First Majestic has repeatedly requested all applicable governmental authorities to take action to secure the area but, to date, the Mexican government has failed to take any such action and First Majestic’s own efforts have been unsuccessful. First Majestic is continuing its efforts to cause the applicable governmental authorities to take action to secure the area, although it is not known when that might, if ever, occur.

First Majestic has in the past experienced incidents of significant theft of products and equipment and other incidents of criminal activity have occasionally affected First Majestic’s employees, including, but not limited to, First Majestic’s employees at the San Martin operations. First Majestic maintains extensive security at each of its operating facilities and has implemented detailed and timely assaying protocols and enhanced security procedures in an effort to reduce the probability of such events in the future, however, there can be no guarantee that First Majestic’s security will be sufficient or that such protocols and procedures will be effective at preventing future occurrences of theft or other criminal activity. If similar events occur in the future, there could be a significant impact on First Majestic’s sale of metals and on its gross and net revenues. Previous losses due to theft have in large part been recovered under First Majestic’s insurance policies, however, any such losses in the future may not be mitigated completely or at all by First Majestic’s insurance policies. Produced metals that are subject to a streaming agreement may still be subject to payment under the agreement where such metals have been stolen, whether or not the resulting losses are covered by insurance.

There can be no assurance that any future mine closures will be successfully managed to the satisfaction of all stakeholders.

Mine closure involves long-term management of permanent engineered structures and potential acid rock drainage, achievement of environmental closure standards, orderly termination of employees and contractors and,

- 59 -

ultimately, relinquishment of the site. The successful completion of these and other associated tasks is dependent on sufficient financial resources and the ability to successfully implement negotiated agreements with relevant governmental authorities, communities, unions, employees and other stakeholders. The consequences of a difficult closure range from increased closure costs and handover delays to ongoing environmental impacts and corporate reputation damage if desired outcomes cannot be achieved. There can be no assurance that any future mine closures will be successfully managed to the satisfaction of all stakeholders.

During the year ended December 31, 2023, First Majestic reassessed its reclamation obligation at each material mine based on updated LOM estimates, rehabilitation, and closure plans. The total discounted amount of estimated cash flows required to settle First Majestic’s estimated obligations is $151.6 million, which has been discounted using a risk-free rate of 9.7% for the mines in Mexico and 4.7% for the Jerritt Canyon Gold Mine. The estimated decommissioning and reclamation obligations breakdown primarily consists of $101.3 million for the reclamation obligation of the Jerritt Canyon Gold Mine, excluding $17.6 million related to the Environmental Trust that was funded on October 31, 2022; $14.2 million for the San Dimas Silver/Gold Mine; $11.7 million for the La Encantada Silver Mine; $12.7 million for the Santa Elena Silver/Gold Mine; $7.0 million for the San Martin Silver Mine; and $4.1 million for the Del Toro Silver Mine. The present value of the reclamation liabilities may be subject to change based on management’s current and future estimates, changes in the remediation technology or changes to applicable laws and regulations. Such changes will be recorded in First Majestic’s accounts as they occur.

The costs of performing the decommissioning and reclamation must be funded by First Majestic’s operations. These costs can be significant and are subject to change. First Majestic cannot predict what level of decommissioning and reclamation may be required in the future by regulators. If First Majestic is required to comply with significant additional regulations or if the actual cost of future decommissioning and reclamation is significantly higher than current estimates, this could have an adverse impact on First Majestic’s future cash flows, earnings, results of operations and financial condition.

If First Majestic is not successful in attracting and training and in retaining qualified personnel, the efficiency of First Majestic’s operations could be affected, which could have an adverse impact on First Majestic’s future cash flows, earnings, results of operations and financial conditions.

Recruiting and retaining qualified personnel is critical to First Majestic’s success. The number of persons skilled in mining, exploration, development and finance of mining properties is limited and competition for such persons can be intense. As First Majestic’s business activity grows, First Majestic will require additional key operational, financial, administrative and mining personnel. Although First Majestic believes it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such successes. If First Majestic is not successful in attracting and training and in retaining qualified personnel, the efficiency of First Majestic’s operations could be affected, which could have an adverse impact on First Majestic’s future cash flows, earnings, results of operations and financial condition.

In pursuit of acquisition opportunities, First Majestic may fail to select appropriate acquisitions or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into First Majestic’s operations, and such acquired businesses may be subject to unanticipated liabilities.

As part of First Majestic’s business strategy, it has sought and expects to continue to seek new exploration, mining and development opportunities with a focus on silver and gold and to dispose of properties if appropriate opportunities arise. As a result, First Majestic may from time to time acquire additional mineral properties or securities of issuers which hold mineral properties, such as its acquisition of the Jerritt Canyon Mine in April 2021, the sale of the La Guitarra Mine or the sale of the La Parrilla Mine. In pursuit of such acquisition opportunities, First Majestic may fail to select appropriate acquisitions or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into First

- 60 -

Majestic’s operations, and such acquired businesses may be subject to unanticipated liabilities. In addition, First Majestic may be required to provide contractual indemnities to a proposed purchaser of its properties. Each of the purchase agreements for the sale of the La Guitarra Mine and the La Parrilla Mine contain extensive representations and warranties from First Majestic and a misrepresentation thereunder or breach by First Majestic of any of the other terms or conditions of either these agreements could lead to potential liability, which may have a material adverse impact on First Majestic’s financial performance, cash flow and results of operations.

Prior to any acquisition, extensive due diligence of the proposed acquisition is completed by First Majestic and its advisors, however such due diligence may fail to identify all potential issues with respect to any particular acquisition target. The ability to realize the benefits of an acquisition will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on First Majestic’s ability to realize the anticipated growth opportunities and synergies, efficiencies and cost savings from integrating its business and the acquired business following completion of the acquisition. This integration will require the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities following completion of the acquisition and from operational matters during this process.

First Majestic cannot assure that it can complete any acquisition, disposition or business arrangement that it pursues, or is pursuing, on favorable terms, or that any acquisitions, dispositions or business arrangements completed will ultimately benefit First Majestic. In addition, future acquisitions by First Majestic may be completed through the issuance of debt or equity, and in the case of equity, the interests of shareholders in the net assets of First Majestic may be diluted.

Financial Risks

Future metal production from First Majestic’s mining properties is dependent on metal prices that are adequate to make properties economic, and fluctuation in such prices may result in future price declines that could cause any future development of First Majestic’s properties to be uneconomic.

First Majestic’s revenue is primarily dependent on the sale of silver and gold and movements in the spot price of silver or gold may have a direct and immediate impact on First Majestic’s income and the value of related financial instruments. First Majestic’s sales are directly dependent on commodity prices. Metal prices have historically fluctuated widely and are affected by numerous factors beyond First Majestic’s control including international economic and political trends, including the ongoing hostilities in Ukraine and the Middle East, expectations for inflation, currency exchange rate fluctuations, interest rates, global and regional supply and demand, consumption patterns, speculative market activities, worldwide production and inventory levels, and sales programs by central banks. Mineral reserves on First Majestic’s properties have been estimated on the basis of economic factors at the time of estimation; variations in such factors may have an impact on the amount of First Majestic’s mineral reserves and future price declines could cause any future development of, and commercial production from, First Majestic’s properties to be uneconomic. Depending on metal prices, projected cash flow from planned mining operations may not be sufficient and First Majestic could be forced to discontinue operations or development at some of its properties or may be forced to sell some of its properties. Future production from First Majestic’s mining properties is dependent on metal prices that are adequate to make these properties economic.

Furthermore, mineral reserve estimations and life of mine plans using significantly lower metal prices could result in material write-downs of First Majestic’s investment in mineral properties and increased depreciation, depletion, amortization, reclamation, and closure charges.

In addition to adversely affecting First Majestic’s possible future reserve estimates and its financial condition, declining metal prices may impact operations by requiring a reassessment of the feasibility of a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

- 61 -

Occasionally, First Majestic may hold silver or gold in inventory due to market conditions, in anticipation of higher prices which may expose it to pricing risk.

Increases in prices for commodities that are consumed or otherwise used in connection with First Majestic’s operations may materially adversely affect First Majestic’s results of operations and financial conditions.

First Majestic’s cost of operations and profitability are also affected by the market prices of commodities that are consumed or otherwise used in connection with First Majestic’s operations, such as liquified natural gas, diesel fuel, electricity, cyanide, explosives and other reagents and chemicals, steel and cement. Prices of such consumable commodities may be subject to volatile price movements over short periods of time and are affected by factors that are beyond First Majestic’s control, such as changes in legislation and the ongoing hostilities in Ukraine and the Middle East and sanctions imposed by many nations on Russia and Belarus and other countries and organizations. Increases in the prices for such commodities could materially adversely affect First Majestic’s results of operations and financial condition.

First Majestic is subject to risks associated with fluctuation of the rate of exchange of other foreign currencies, which may materially affect First Majestic’s financial position and results of operations.

First Majestic carries on its primary mining operations activities outside of Canada, and First Majestic’s functional and reporting currency is US dollars. Accordingly, it is subject to the risks associated with fluctuation of the rate of exchange of other foreign currencies, in particular the Mexican peso, the currency in which the majority of First Majestic’s material and labor costs are paid and the Canadian dollar in which some of First Majestic’s treasury is held and in which some of its costs are paid. Financial instruments and other monetary items that impact First Majestic’s net earnings or other comprehensive income due to currency fluctuations include: Mexican peso or Canadian dollar denominated cash and cash equivalents, short term and long-term restricted cash, short term investments, accounts receivable and VAT receivables, other financial assets, accounts payable, current and non-current income taxes payable, decommissioning liabilities and other liabilities. Such currency fluctuations may materially affect First Majestic’s financial position and results of operations.

Tax liabilities resulting from taxation in multiple jurisdictions may have a material adverse effect on First Majestic’s financial condition.

In the normal course of business, First Majestic is subject to assessment by taxation authorities in various jurisdictions. Income tax provisions and income tax filing positions require estimates and interpretations of income tax rules and regulations of the various jurisdictions in which First Majestic and its subsidiaries operate and judgments as to their interpretation and application to the specific situation. First Majestic’s business and operations and the business and operations of its subsidiaries is complex, and First Majestic has, historically, undertaken a number of significant financings, acquisitions and other material transactions.

In assessing the probability of realizing income tax assets recognized, First Majestic makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, First Majestic gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. While management believes that First Majestic’s provision for income tax is appropriate and in accordance with IFRS and applicable legislation and regulations, tax filing positions are subject to review and adjustment by taxation authorities who may challenge First Majestic’s interpretation of the applicable tax legislation and regulations. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Any review or adjustment may result in First Majestic or its subsidiaries incurring additional tax liabilities. Any such liabilities may have a material adverse effect on First Majestic’s financial condition.

- 62 -

The introduction of new tax laws, tax reforms, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Canada, the USA, Mexico, Barbados, or Switzerland or any other countries in which First Majestic’s subsidiaries may be located, or to which shipments of products are made, could result in an increase in First Majestic’s taxes payable, or other governmental charges, interest and penalties, duties or impositions. No assurance can be given that new tax laws, tax reforms, regulations or rules will not be enacted or that existing tax laws, regulations or rules will not be changed, interpreted or applied in a manner which could result in First Majestic’s profits being subject to additional taxation, interest and penalties, or which could otherwise have a material adverse effect on First Majestic.

The SAT is seeking to nullify an Advance Pricing Agreement that was granted to a company that is currently a subsidiary of First Majestic. Although First Majestic is challenging the SAT’s attempt to nullify the Advance Pricing Agreement through multiple channels, if First Majestic is ultimately unsuccessful, First Majestic would incur tax assessments and potential interest and penalties that would have a material adverse effect on First Majestic.

Overview

The SAT initiated a proceeding seeking to nullify an Advance Pricing Agreement (which we refer to as the “APA”) with respect to the San Dimas Mine in 2012 which it had previously issued to Primero Empresa Minera. S.A. de C.V. (which we refer to as “PEM”), a wholly-owned subsidiary of Primero, the owner of the San Dimas Mine prior to First Majestic’s acquisition of Primero in 2018. The APA had confirmed PEM’s basis for paying taxes on the price realized by PEM for silver sales between 2010 and 2014. If the SAT’s nullification challenge is successful it would have a material adverse effect on First Majestic’s business, financial condition and results of operations. Although we are continuing to advance discussions with the SAT, there can be no certainty on the timing or outcome of such discussions, and the ultimate outcome of such discussions may have a material and adverse effect on First Majestic.

Background

In 2004, affiliates of Goldcorp Inc. (“Goldcorp”) entered into a streaming agreement (the “prior San Dimas stream agreement”) with Silver Wheaton Corp., now Wheaton Precious Metals Corp. (“Wheaton”) in connection with the San Dimas Mine and two other mines in México. Under the prior San Dimas stream agreement, Goldcorp received cash and securities in exchange for an obligation to sell certain silver extracted from the mines at a price set forth in the prior San Dimas stream agreement.

In order to satisfy its obligations under the prior San Dimas stream agreement, sales were made by Goldcorp through a non-Mexican subsidiary to a Wheaton company in the Cayman Islands (“SWC”). Upon Primero’s acquisition of the San Dimas Mine, the prior San Dimas stream agreement was amended and restated, and Primero assumed Goldcorp’s obligations under the prior San Dimas stream agreement.

As amended and restated, the provisions of the prior San Dimas stream agreement required that, on a consolidated basis, Primero sell to Wheaton during a contract year (August 6th to the following August 5th), 100% of the amount of silver produced from the San Dimas Mine concessions up to 6 million ounces and 50% of silver produced thereafter, at the lower of (i) the current market price and (ii) $4.014 per ounce plus an annual increase of 1% (the “PEM Realized Price”). In May 2018 the prior San Dimas stream agreement was terminated. Wheaton and one of Primero’s non-Mexican subsidiaries, referred to as STB, then entered into the new San Dimas stream agreement.

The specific terms of the prior San Dimas stream agreement required that Primero sell the silver through STB, to Wheaton’s Cayman subsidiary, Wheaton Precious Metals International Ltd. As a result, PEM, Primero’s Mexican subsidiary which held the San Dimas Mine concessions, entered into an agreement (the “internal stream agreement”) to sell the required amount of silver produced from the San Dimas Mine concessions to STB to allow STB to fulfill its obligations under the prior San Dimas stream agreement.

- 63 -

When Primero initially acquired the San Dimas Mine, the sales from PEM to STB were made at the spot market price while the sales by STB to SWC were at the contracted PEM Realized Price. In 2010, PEM amended the terms of the internal stream agreement such that PEM would sell to STB the silver that STB needed to satisfy its obligations under the prior San Dimas stream agreement at a price that matched the PEM Realized Price. For Mexican income tax purposes PEM then recognized the revenue on these silver sales on the basis of its actual realized revenue, which was the PEM Realized Price.

Advanced Pricing Agreement

In order to obtain assurances that the SAT would accept the PEM Realized Price (and not the spot market silver price) as the proper price to use to calculate Mexican income taxes, Primero, through PEM, applied for and received the APA from the SAT. The APA confirmed the PEM Realized Price could be used as PEM’s basis for calculating taxes owed by it on the silver sold to STB under the internal stream agreement for taxation years 2010 to 2014.

Challenges to the APA for 2010 – 2014 tax years

In 2015 the SAT initiated a legal proceeding seeking to nullify the APA: however, SAT did not identify an alternative basis in the legal claim for calculating taxes on the silver sold by PEM for which it received the PEM Realized Price.

In 2019, the SAT issued reassessments for the 2010 to 2012 tax years in the total amount of approximately $359.3 million (6,070 million pesos) inclusive of accrued interest, inflation, and penalties. In 2021, the SAT also issued a reassessment against PEM for the 2013 tax year in the total amount of approximately $189.9 million (3,208 million pesos) inclusive of accrued interest, inflation, and penalties, and in 2023, the SAT issued reassessments for the 2014, 2015, and 2016 tax years in the total amount of $484.2 million (8,179 million pesos) inclusive of accrued interest, inflation, and penalties. For the 2017 and 2018 tax years, the SAT has initiated audits that have not yet been concluded, and therefore, no tax assessments have yet been issued. First Majestic believes that the reassessments that have been issued to date have been issued in violation of the terms of the APA. The key items in these reassessments include determining revenue on the sale based on the silver spot market price, denial of the deductibility of interest expense and service fees, SAT technical error related to double counting of taxes, and interest and penalties.

First Majestic continues to defend the APA in domestic legal proceedings in Mexico, and First Majestic has also requested resolution of the transfer pricing dispute pursuant to the Mutual Agreement Procedure, under the relevant avoidance of double taxation treaties, between the competent tax authorities of Mexico, Canada, Luxembourg and Barbados. The SAT has refused to take the necessary steps under the Mutual Agreement Procedure process contained in the three tax treaties. First Majestic continues to believe that the APA remains valid and legally binding on the SAT.

While First Majestic continues to vigorously defend the validity of the APA and its transfer pricing position, it is also engaging in various proceedings against the SAT seeking to resolve matters and bring tax certainty through a negotiated solution. Despite these extensive efforts and ongoing legal challenges to the reassessments, in April 2020 and February 2021, SAT issued notifications to PEM to attempt to secure amounts it claims are owed pursuant to its reassessments issued. These notifications impose certain restrictions on PEM including its ability to dispose of its mineral concessions and real properties, and to restrict access to funds within its bank account including VAT refunds, further information of which is provided under the heading “VAT Receivables”.

First Majestic has challenged SAT’s reassessments and additional notifications through all domestic means available to it, including annulment suits before the Mexican Federal Tax Court, which remains unresolved, and a complaint before Mexico’s Federal Taxpayer Defence Attorney’s Office. On May 13, 2020, First Majestic provided its Notice of Intent to the Government of Mexico pursuant to NAFTA. The NAFTA notice

- 64 -

commenced a 90-day period for the Government of Mexico to enter into good faith and amicable negotiations with First Majestic to resolve the dispute. On August 11, 2020, the 90-day period expired without any resolution of the dispute.

First Majestic continues to pursue all available domestic and international remedies under the laws of Mexico and under the relevant tax treaties. Furthermore, as discussed further below, it has also made claims against Mexico under Chapter 11 of the NAFTA for violation of its international law obligations.

Domestic Remedies in Mexico

In September 2020, First Majestic was served with a decision of the Mexican Federal Tax Court seeking to nullify the APA granted to PEM. The Mexican Federal Tax Court’s decision directed the SAT to re-examine the evidence and basis for the issuance of the APA with retroactive effect, for the following key reasons:

First Majestic filed an appeal of the decision to the Mexican Circuit Courts on November 30, 2020. Since that time, two writs of certiorari were filed before the Mexican Supreme Court of Justice, on April 15, 2021, the Plenary of the Supreme Court i) admitted one of those writs, ii) requested the Mexican Circuit Court to send the appeal file and iii) assigned such writ to the Second Chamber of the Supreme Court for issuing the corresponding decision. Both writs of certiorari were withdrawn in December 2022. The challenge filed by First Majestic has been returned to the Mexican Circuit Court and on December 5, 2023, the Second Collegiate Court issued a decision, which partially granted constitutional protection to First Majestic with respect to certain matters, but not others. Accordingly, on January 18, 2024, PEM filed an extraordinary appeal to the Mexican Supreme Court of Justice with respect to the Second Collegiate Court’s decision, and PEM is currently waiting for the Supreme Court’s decision on whether to admit such appeal.

International Remedies

First Majestic submitted a request for arbitration dated March 1, 2021 to the International Centre for Settlement of Investment Disputes (“ICSID”), on its own behalf and on behalf of PEM, pursuant to Chapter 11 of NAFTA in respect of the APA (the “NAFTA APA Claim”). On May 26, 2023, the NAFTA arbitration panel partially granted the provisional measures requested by First Majestic, issuing an order for the Government of Mexico to permit the withdrawal of PEM’s VAT refunds for the period as of January 4, 2023 that had been deposited by the SAT into a frozen bank account and to deposit all future VAT refunds into an account which shall remain freely accessible by First Majestic. On June 15, 2023, First Majestic requested the Government of Mexico to comply with the NAFTA arbitration panel’s decision, and in response, on June 19, 2023, the Government of Mexico filed a revocation request against the decision.

On July 28, 2023, the Government of Mexico filed a Preliminary Objection to Jurisdiction and request for bifurcation in which it has requested that the NAFTA arbitration panel should stay the merits phase of the NAFTA APA Claim, and instead proceed to examine on a preliminary basis, under what is commonly called a bifurcated procedure, whether First Majestic’s commencement of the new NAFTA Chapter 11 proceeding limited to the recovery of PEM’s VAT refunds (as discussed further below) impinges on the NAFTA arbitration panel’s jurisdiction.

In addition, also on September 1, 2023, after receiving First Majestic’s submissions opposing the Government of Mexico’s revocation request, the NAFTA arbitration panel issued its decision dismissing Mexico’s revocation request, and reaffirming its May 26, 2023 decision. The Government of Mexico is therefore obligated to comply

- 65 -

with the decision which requires payment of VAT refunds owing to PEM as of January 4, 2023 and into the future until the final decision with respect to the NAFTA APA Claim is rendered by the Tribunal.

The NAFTA arbitration panel rendered its decision dismissing the Government of Mexico’s Preliminary Objection to Jurisdiction on December 20, 2023. The NAFTA Arbitration Panel confirmed that the second arbitration regarding the recovery of the VAT refunds as referred to in the section below (the “NAFTA VAT Claim”) does not breach the waiver under NAFTA (i.e. the same measures are not in dispute). As a result, the NAFTA Arbitration Panel did not need to consider Mexico’s bifurcation request, as that became a moot point.

On February 12, 2024, the Government of Mexico filed a request (the “Consolidation Request”) with ICSID pursuant to the procedure in Article 1126 of the NAFTA to consolidate the NAFTA APA Claim and the NAFTA VAT Claim, and has requested a stay in both of these arbitration proceedings. A separate tribunal (the “Consolidation Tribunal”) to consider the Consolidation Request was constituted on May 8, 2024, and the first procedural hearing of the Consolidation Tribunal was held on July 16, 2024. First Majestic expects that it will take the Consolidation Tribunal approximately 6 months to decide on whether to approve the Consolidation Request, and expects a decision in this regard to be rendered in the first quarter of 2025. During this period, both the NAFTA APA Claim and the NAFTA VAT Claim will be stayed.

If the SAT’s attempts to retroactively nullify the APA are successful, the SAT can be expected to enforce any reassessments for 2010 through 2014 against PEM in respect of its sales of silver pursuant to the internal stream agreement. Such an outcome would have a material adverse effect on First Majestic’s results of operations, financial condition and cash flows. Should First Majestic ultimately be required to pay tax on its silver revenues based on spot market prices without any mitigating adjustments, the incremental income tax for the years 2010-2019 would be approximately $335.3 million (6,161 million pesos), before taking into consideration interest or penalties.

Based on consultation with third party advisors, First Majestic believes PEM filed its tax returns in compliance with applicable Mexican law and that the APA is valid, therefore, at this time, no liability has been recognized in its financial statements with respect to this matter.

To the extent it is ultimately determined that the pricing for silver sales under the internal stream agreement is significantly different from the PEM Realized Price, and while PEM would have rights of appeal in connection with any reassessments, it is likely to have a materially adverse effect on First Majestic’s business, financial position and results of operations.

Tax Uncertainties

For the 2015 and subsequent tax years through to First Majestic’s acquisition of Primero, PEM continued to record its revenue from sales of silver for purposes of Mexican tax accounting in a manner consistent with the APA on the basis that the applicable facts and laws have not changed and has paid its taxes accordingly. To the extent the SAT determines that the appropriate price of silver sales under the internal stream agreement is significantly different from the PEM Realized Price and while PEM would have rights of appeal in connection with any reassessments, it would have a material adverse effect on First Majestic’s business, financial condition and results of operations.

If First Majestic is unable to favorably resolve any tax reassessments, there may be a material adverse effect on First Majestic and its financial condition.

PEM, a subsidiary of First Majestic, is currently subject to the reassessments detailed in the section above entitled “Financial Risks – Challenges to the APA for 2010 – 2014 tax years”. First Majestic continues to believe that it has a legally valid and binding APA that is effective for the period 2010 to 2014. First Majestic is vigorously defending its position. If First Majestic is unable to favorably resolve any of these reassessment matters, there may be a material adverse effect on First Majestic and its financial condition.

- 66 -

First Majestic is subject to credit risk through VAT receivables collectible from the government of Mexico.

First Majestic is subject to credit risk through VAT receivables collectible from the government of Mexico. Due to legislative rules and a complex collection process, there is a risk that First Majestic’s VAT receivable balance may not be refunded, or payment will be delayed. Even though First Majestic has in the past recovered VAT routinely, VAT recovery in Mexico remains a highly regulated, complex and, at times, lengthy collection process. In connection with the PEM tax ruling, the tax authority has frozen a PEM bank account with funds of $98.6 million as a guarantee against certain disputed tax assessments which are currently held within First Majestic’s restricted cash accounts. This balance consists of VAT refunds that First Majestic has received which were previously withheld by the tax authority. If First Majestic does not receive the VAT receivable balances or if payment to us is delayed, First Majestic’s financial condition may be materially adversely affected.

On March 31, 2023, First Majestic filed a new Notice of Intent on its own behalf and on behalf of PEM under Chapter 11 of NAFTA to invite the Government of Mexico to engage in discussions to resolve the dispute regarding the ongoing denial of access to PEM’s VAT refunds (“NAFTA VAT Claim”) within the stipulated 90-day consultation period. On June 29, 2023, First Majestic submitted its request for arbitration for the NAFTA VAT Claim to ICSID in order to preserve its legacy claim within NAFTA’s applicable limitation period. The request for arbitration was registered by ICSID on July 21, 2023. The tribunal for the NAFTA VAT Claim has not yet been formed, and the proceedings are currently stayed pending a decision by the Consolidation Tribunal on Mexico’s Consolidation Request.

If any tax authorities in the jurisdiction where First Majestic carries on business were to successfully challenge First Majestic’s transfer pricing policies, First Majestic may be subject to additional income tax expenses and could also be subject to interest and penalty charges.

First Majestic conducts business operations in various jurisdictions and through legal entities incorporated in several jurisdictions, including Canada, México, USA, Switzerland, and Barbados. The tax laws of these jurisdictions and other jurisdictions in which First Majestic may conduct future business operations have detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm’s-length pricing principles and that contemporaneous documentation must exist to support that pricing. The taxation authorities in the jurisdictions where First Majestic carries on business have in the past and could in the future challenge its arm’s-length related party transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge First Majestic’s transfer pricing policies, First Majestic may be subject to additional income tax expenses and could also be subject to interest and penalty charges. Any such increase in First Majestic’s income tax expense and related interest and penalties could have a significant impact on First Majestic’s future earnings and future cash flows.

First Majestic may be required to use a portion of its cash flow to service principal and interest owing thereunder, which will limit the cash flow available for other business opportunities.

As of December 31, 2023, First Majestic’s total consolidated indebtedness was $352.9 million, $20.4 million of which was secured indebtedness.

First Majestic may be required to use a portion of its cash flow to service principal and interest owing thereunder, which will limit the cash flow available for other business opportunities. First Majestic may in the future determine to borrow additional funds from lenders.

First Majestic’s ability to make scheduled payments of the principal of, to pay interest on, or to refinance its indebtedness depends on its future performance, which is subject to economic, financial, competitive and other factors beyond First Majestic’s control. First Majestic may not continue to generate sufficient cash flow from

- 67 -

operations in the future to service this debt and to make necessary capital expenditures. If First Majestic is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. First Majestic’s ability to refinance its indebtedness will depend on the capital and credit markets and its financial condition at such time. First Majestic may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.

The terms of First Majestic’s revolving credit facility require First Majestic to satisfy various positive and negative covenants, including maintaining at all times, certain financial ratios and tests. These covenants limit, among other things, First Majestic’s ability to incur certain indebtedness, assume certain liens or engage in certain types of transactions. Any future or additional indebtedness may be subject to more stringent covenants. First Majestic can provide no assurances that in the future, First Majestic will not be constrained in its ability to respond to changes in its business or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Failure to comply with these covenants, including a failure to meet the financial tests or ratios, would result in an event of default and would allow the lenders thereunder to accelerate maturity of the debt or realize upon security over First Majestic’s assets. An event of default under the revolving credit facility could result in a cross-default under First Majestic’s equipment leases, streaming agreements or other indebtedness (and vice versa) and could otherwise materially and adversely affect First Majestic’s business, financial condition and results of operations and First Majestic’s ability to meet its payment obligations with respect to First Majestic’s debt facilities, as well as the market price of First Majestic’s common shares.

First Majestic common shares are subject to market price volatility.

The market price of the shares of precious metals and resource companies, including First Majestic, tends to be volatile. The trading price of First Majestic’s common shares may be subject to large fluctuations and may increase or decrease in response to a number of events and factors, including the following:

In addition, the market price of First Majestic’s common shares are affected by many variables not directly related to First Majestic’s success and are therefore not within First Majestic’s control, including developments that affect the market for all resource sector shares; the breadth of the public market for First Majestic’s common shares; the attractiveness of alternative investments; general economic conditions (including increased inflation,

- 68 -

supply chain disruptions and changes to economic conditions as a result of public health crises and the ongoing hostilities in Ukraine and the Middle East); legislative changes; possible efforts by investors, including short sellers, to impact the market price of the common shares through various means including influencing investors through social media and investor discussion forums (such as the impact that Reddit users have had in the past on the market price of certain securities) and short selling; and other events and factors outside of First Majestic’s control. Securities markets frequently experience price and volume volatility, and the market price of securities of many companies may experience wide fluctuations not necessarily related to the operating performance, underlying asset values or prospects of such companies. The effect of these and other factors on the market price of First Majestic’s common shares on the exchanges in which First Majestic trades has historically made First Majestic’s share price volatile and suggests that First Majestic’s share price will continue to be volatile in the future.

Failure to stay within cost estimates or material increase in costs could have a material adverse impact on First Majestic’s future cash flows, profitability, results of operations and financial conditions.

First Majestic has budgeted $136.4 million for 2024 as sustaining capital and expansionary capital for investments in property, plant and equipment, mine development and exploration. Sustaining capital consists of capital expenditures required to maintain current operations. Expansionary capital is earmarked for growth projects to expand current operations. A total of $49.5 million has been earmarked for sustaining capital and $87.1 million has been planned for expansionary projects in 2024. There can be no assurance that such cost estimates will prove to be accurate. First Majestic may alter its allocation of capital to provide for revised strategic planning, metal price declines or other external economic conditions. Actual costs may vary from the estimates depending on a variety of factors, many of which are not within First Majestic’s control. Failure to stay within cost estimates or material increases in costs could have a material adverse impact on First Majestic’s future cash flows, profitability, results of operations and financial condition.

Factors which may influence costs include the risks outlined in this section under the headings “Operating Hazards and Risks” and “Infrastructure”, as well as the following:

No assurances can be made that any future dividends will be declared and/or paid on the First Majestic common shares on a quarterly, annual or other basis.

The First Majestic board had adopted a dividend policy for First Majestic under which First Majestic intends to pay quarterly dividends of 1% of First Majestic’s net revenues. The declaration, timing, amount and payment of dividends are at the discretion of the First Majestic board and will depend on then current financial position, profitability, cash flow, debt covenant compliance, legal requirements and other factors considered relevant. First Majestic may also declare special dividends from time to time, in cash or in kind, at the discretion of the First Majestic board. First Majestic will review its dividend policy on an ongoing basis and may amend the policy at any time in light of First Majestic’s then current financial position, profitability, cash flow, debt covenant compliance, legal requirements and other factors considered relevant. As such, no assurances can be made that any future dividends will be declared and/or paid on a quarterly, annual or other basis.

- 69 -

Risks Related to Gatos’ Business

You should read and consider the risk factors specific to Gatos’ business that will also affect the combined company following the transaction. These risks are described in Gatos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended by Amendment No. 1 to Gatos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information,” on page [●] for the location of information incorporated by reference into this proxy statement/prospectus.

- 70 -

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act, and Section 21E of the U.S. Exchange Act, which are intended to be covered by the safe harbor created by such sections and other applicable laws, and forward-looking information (which we refer to collectively as “FLI”) to provide First Majestic and Gatos shareholders/stockholders (as applicable) and potential investors with information about First Majestic, Gatos and their respective subsidiaries and affiliates, including each company’s management’s respective assessment of First Majestic, Gatos and their respective subsidiaries’ future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as “anticipate,” “expect,” “project,” “estimate,” “forecast,” “plan,” “intend,” “target,” “believe,” “likely,” “anticipate” and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI.

Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to:

- 71 -

- 72 -

We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof. Additional information about these and other assumptions, risks and uncertainties can be found in reports and filings by First Majestic and Gatos with Canadian and U.S. securities regulators, including any proxy statement, prospectus, material change report, management information circular or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.

Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this proxy statement/prospectus is expressly qualified in its entirety by these cautionary statements.

For additional information about factors that could cause First Majestic’s and Gatos’ results to differ materially from those described in the forward-looking statements, please see the section entitled “Risk Factors”, on page [ ] of this proxy statement/prospectus as well as in the reports that Gatos and First Majestic have filed with the SEC and on SEDAR+, as applicable, including Gatos’ Annual Report on Form10-K for the fiscal year ended December 31, 2023, as amended by Amendment No. 1 to Gatos’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, 2024 and June 30, 2024, each filed with the SEC, as described in the section entitled “Where You Can Find Additional Information”, on page [●].

Gatos is not affirming or adopting any statements or reports attributed to First Majestic in this proxy statement / prospectus or made by First Majestic outside of this proxy statement/prospectus. Investors should not assume that any lack of update to a previously issued FLI constitutes a reaffirmation of that statement. You should not place undue reliance on FLI in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement/prospectus.

- 73 -

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

First Majestic common shares are currently listed for trading on the NYSE and on the TSX under the symbol “AG” and Gatos common stock is currently listed for trading on the NYSE and on the TSX under the symbol “GATO”. First Majestic’s common shares are also listed for trading on the Frankfurt Stock Exchange under the symbol “FMV”.

The following table presents the closing price per share of First Majestic common shares on the NYSE and TSX and of Gatos common stock on the NYSE and TSX, on (a) September 4, 2024, the last full trading day prior to the signing of the merger agreement, and (b) [●], 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Gatos common stock, which was calculated by multiplying the closing price of First Majestic common shares on the NYSE and TSX on those dates by the exchange ratio.

Gatos stockholders will not receive the merger consideration until the effective time, which may occur a substantial period of time after the Gatos special meeting, or not at all. There can be no assurance as to the trading prices of Gatos common stock or First Majestic common shares at the effective time. The market prices of Gatos common stock and First Majestic common shares are likely to fluctuate prior to the effective time and cannot be predicted. We urge you to obtain current market quotations for both Gatos common stock and First Majestic common shares.

- 74 -

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (the “unaudited pro forma financial information”) has been prepared based on the historical audited and unaudited consolidated financial statements of First Majestic Silver Corp. (“First Majestic” or the “Company”) and Gatos Silver, Inc. (“Gatos”), as indicated below, adjusted to give effect to the acquisition of Gatos by First Majestic (the “transaction”) as if it had been consummated at said dates below. The following unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X to depict the accounting for the transaction (“Transaction Accounting Adjustments”), which reflects the application of the accounting in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), including adjustments to align Gatos’ historical accounting policies under U.S. GAAP (as defined below) to First Majestic’s significant accounting policies under IFRS, as further discussed below.

The following unaudited pro forma condensed combined statements of financial position as at June 30, 2024 (the “unaudited pro forma statement of financial position”), assume the transaction occurred on June 30, 2024. The unaudited pro forma condensed combined statement of earnings (loss) for the six months ended June 30, 2024 and for the year ended December 31, 2023 (together, the “unaudited pro forma statements of loss”) assumes that the transaction occurred on January 1, 2023.

The unaudited pro forma financial information has been presented for illustrative purposes only and is not intended to be indicative of the combined entity’s financial condition or results of operations that would have actually occurred had the transaction occurred on the dates indicated. Further, the unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined entity. The actual financial position and results of operations of the combined entity may differ from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma financial information was derived from and should be read in conjunction with:

Description of the transaction

On September 5, 2024, First Majestic and Gatos entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which First Majestic will acquire all of the issued and outstanding shares of common

- 75 -

stock of Gatos. Gatos is a silver producer with a 70% interest in the Los Gatos Joint Venture, which owns the producing Cerro Los Gatos underground silver mine in Chihuahua, Mexico.

Under the terms of the Merger Agreement, Gatos shareholders will receive 2.55 common shares of First Majestic for each share of Gatos common stock.

- 76 -

Unaudited Pro Forma Condensed Combined Statement of Financial Position

As at June 30, 2024

(in thousands of US dollars)

See the accompanying notes to the unaudited pro forma condensed combined financial information.

- 77 -

Unaudited Pro Forma Condensed Combined Statement of Earnings (Loss)

For the Six Months Ended June 30, 2024

(in thousands of US dollars)