Amended and Restated Shareholder Rights Plan Agreement Dated as of June 22, 2022 (amending and restating a shareholder rights plan agreement dated as of May 13, 2016) Between MAG Silver Corp. and Computershare Investor Services Inc. as Rights AgentShareholder Rights Plan Agreement • May 26th, 2022 • Mag Silver Corp • Gold and silver ores • British Columbia
Notice to Reader At the annual and special meeting of the shareholders of MAG Silver Corp. (the “Corporation”) to be held on June 22, 2022 and any adjournment or postponement thereof (the “Meeting”), the shareholders of the Corporation will be asked to approve, with or without variation, a resolution consenting to, ratifying, confirming and approving the continuation, amendment and restatement of the Corporation's existing shareholder rights plan agreement substantially in the form and on the terms of this Amended and Restated Shareholder Rights Plan Agreement. Further information relating to this Amended and Restated Shareholder Rights Plan Agreement, as well as the full text of the resolution shareholders are being asked to approve, is contained in the Company’s Notice of Annual and Special Meeting and Management Information Circular dated May 12, 2022 prepared in connection with the Meeting available under the Company’s issuer profile on SEDAR at www.sedar.com. Attached as Appendix
UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2023 • Mag Silver Corp • Gold and silver ores • British Columbia
BMO Nesbitt Burns Inc. and Raymond James Ltd. (together, the “Lead Underwriters”), and Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, National Bank Financial Inc., Roth Canada Inc., TD Securities Inc. and Scotia Capital Inc. (together with the Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) hereby severally, and not jointly nor jointly and severally, offer to purchase from MAG Silver Corp. (the “Corporation”) in the respective percentages set forth in Section 22 hereof, and the Corporation hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 2,735,000 common shares of the Corporation (the “Firm Shares”) on an underwritten basis at a price of US$14.65 per Firm Share (the “Offering Price”) for an aggregate purchase price of US$40,067,750.00.
ContractExploration and Purchase Option Agreement • June 25th, 2004 • Mag Silver Corp • Gold and silver ores
EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA CASCABEL S.A. DE C.V., HEREINAFTER REFERRED TO AS "CASCABEL", REPRESENTED BY ING. PORFIRIO CESAR AUGUSTO PADILLA LARA, AND MINERA LOS LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY MS. GUADALUPE YEOMANS OTERO, AND MAG SILVER CORP., HEREINAFTER REFERRED TO AS “MAG”, REPRESENTED BY MR. DAVE PEARCE, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:
FORM 5D ESCROW AGREEMENT (VALUE SECURITY)Escrow Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the Policy) in connection with a Qualifying Transaction.
JOINT FILING AGREEMENTJoint Filing Agreement • April 3rd, 2012 • Mag Silver Corp • Gold and silver ores
This JOINT FILING AGREEMENT (this “Agreement”), is made and entered into as of April 3, 2012, by and among Mason Hill Advisors LLC, a Delaware limited liability company (“Mason Hill”), Equinox Asset Management LLC, a Delaware limited liability company (“EAM”), Equinox Partners, L.P., a Delaware limited partnership (“Equinox Partners”), Mason Hill Partners, LP, a Delaware Limited Partnership (“Mason Hill Partners”), Equinox Illiquid General Partner, LP, a Delaware limited partnership (“Illiquid GP”), Equinox Illiquid Fund, LP, a Delaware limited partnership (“Illiquid), and Sean M. Fieler (together with Mason Hill, EAM, Equinox Partners, Mason Hill Partners and Illiquid GP, the “Mason Hill Parties”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2016 • Mag Silver Corp • Gold and silver ores • British Columbia
UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2010 • Mag Silver Corp • Gold and silver ores
The undersigned, BMO Nesbitt Burns Inc. (“BMO” or the “Lead Underwriter”), Macquarie Capital Markets Canada Ltd., Canaccord Financial Ltd. and Raymond James Ltd. (each, including the Lead Underwriter, an “Underwriter” and collectively the “Underwriters”) understand that MAG Silver Corp. (the “Company”) proposes to issue and sell an aggregate of 4,185,000 common shares in the capital of the Company (the “Purchased Shares”). The Underwriters hereby severally, and not jointly, nor jointly and severally, offer to purchase from the Company in the percentages set forth in section 8.1 of this Agreement, all but not less than all of the Purchased Shares on a “bought deal” basis, at the purchase price of $7.65 per common share (the “Purchase Price”) for aggregate gross proceeds of $32,015,250.
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2007 • Mag Silver Corp • Gold and silver ores • British Columbia
MAG SILVER CORPORATION., a corporation subsisting under the laws of British Columbia, with an office at Suite 328 – 550 Granville Street, Vancouver, British Columbia, V6C 2B5
SETTLEMENT AGREEMENTSettlement Agreement • September 7th, 2012 • Mag Silver Corp • Gold and silver ores • Ontario
THIS AGREEMENT dated this 5th day of September, 2012 (this "Agreement"), is by and among each of the persons and entities listed on Schedule A hereto (collectively, the "MISV Group", and individually, a "member" of the MISV Group) and MAG Silver Corp. (the "Company").
This Incentive Stock Option Agreement is non-transferable.Incentive Stock Option Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia
MEGA CAPITAL INVESTMENTS INC., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 500, 1111 Melville Street, Vancouver, British Columbia, V6E 2X5
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.Underwriting Agreement • January 26th, 2007 • Mag Silver Corp • Gold and silver ores
Vancouver, B.C… MAG Silver Corp. (“MAG” or the “Company”) has entered into an agreement dated January 24, 2007, with a syndicate of underwriters, under which the underwriters have agreed to purchase 2,200,000 units from MAG at an issue price of $7.25 per unit, representing an aggregate offering of $15,950,000. The underwriters will have an over-allotment option, exercisable at any time until 48 hours prior to closing, to acquire up to an additional 350,000 units of the offering at the issue price.
JOINT FILING AGREEMENTJoint Filing Agreement • June 29th, 2012 • Mag Silver Corp • Gold and silver ores
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of MAG Silver Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”);
ContractAssignment of Rights Agreement • June 30th, 2006 • Mag Silver Corp • Gold and silver ores
EXPLORATION AND PROMISE OF ASSIGNMENT OF RIGHTS AGREEMENT ENTERED INTO BY AND BETWEEN MINERA LOS LAGARTOS, S.A. DE C.V. HEREINAFTER “THE TITLE HOLDER” REPRESENTED BY ITS ATTORNEY-IN-FACT MR. PORFIRIO CESAR AUGUSTO PADILLA LARA AND EXPLORACIONES MINERAS PARREÑA, S.A. DE C.V. HEREINAFTER “THE EXPLORER” REPRESENTED BY ITS ATTORNEY-IN-FACT MR. OCTAVIO ALVIDREZ CANO, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES
THIS INDEMNITY AGREEMENT made as of the 9th day of November, 1999,Indemnification & Liability • October 24th, 2003 • Mag Silver Corp • British Columbia
MEGA CAPITAL INVESTMENTS INC. a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 500, 1111 Melville Street, Vancouver, British Columbia, V6E 2X5.
ContractExploration and Purchase Option Agreement • February 12th, 2004 • Mag Silver Corp • Gold and silver ores
EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA RIO TINTO S.A. DE C.V., HEREINAFTER REFERRED TO AS "RIO TINTO", REPRESENTED BY ING. MARIO AYUB, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MAG SILVER CORP., HEREINAFTER REFERRED TO AS “MAG”, REPRESENTED BY MR. GEORGE S. YOUNG, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:
THIS INDEMNITY AGREEMENT made as of the 31st day of March, 2003. BETWEEN:Indemnification Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia
MEGA CAPITAL INVESTMENTS INC. a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at 3310 Mathers AvenueWest Vancouver, B.C., V7V 2K5
SERVICE AGREEMENTService Agreement • June 15th, 2007 • Mag Silver Corp • Gold and silver ores
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
FIELD SERVICES AGREEMENTField Services Agreement • June 15th, 2007 • Mag Silver Corp • Gold and silver ores • Sonora
THIS FIELD SERVICES AGREEMENT ("Agreement") is made this 1st day of March, 2007, between Compañia Minera Cascabel S.A. de C.V. and its U.S. affiliate, IMDEX INC. (hereinafter collectively referred to as "CASCABEL") and; MAG Silver Corp., a British Columbia corporation and its Mexican affiliate, Minera Lagartos S. A. de C.V. (hereinafter collectively referred to as "MAG").
ContractExploration and Purchase Option Agreement • October 24th, 2003 • Mag Silver Corp
EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA CORALILLO, S.A. DE C.V., HEREINAFTER REFERRED TO AS "CORALILLO", REPRESENTED BY ING. PORFIRIO CESAR AUGUSTO PADILLA LARA, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MEGA CAPITAL INVESTMENTS INC., HEREINAFTER REFERRED TO AS “MEGA”, REPRESENTED BY MR. DAVID G. S. PEARCE, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:
JOINT FILING AGREEMENTJoint Filing Agreement • September 7th, 2012 • Mag Silver Corp • Gold and silver ores
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, without par value, of MAG Silver Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Escrow Agreement for a Venture Capital Pool IssuerEscrow Agreement • October 24th, 2003 • Mag Silver Corp • British Columbia
MEGA CAPITAL INVESTMENTS INC., a company duly incorporated under the laws of the Province of British Columbia and having its registered office at 1100 - 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9
ContractExploration and Purchase Option Agreement • October 24th, 2003 • Mag Silver Corp
EXPLORATION AND PURCHASE OPTION AGREEMENT, ENTERED INTO BY AND BETWEEN MINERA BUGAMBILIAS S.A. DE C.V., HEREINAFTER REFERRED TO AS "BUGAMBILIAS", REPRESENTED BY ING. PORFIRIO CESAR AUGUSTO PADILLA LARA, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MEGA CAPITAL INVESTMENTS INC., HEREINAFTER REFERRED TO AS “MEGA”, REPRESENTED BY MR. DAVID G. S. PEARCE, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:
