May 22, 2012 Dear Warrantholder: Re: Common share purchase warrants of Silvermex Resources Inc. (“Silvermex Warrants”)Arrangement Agreement • June 5th, 2012 • Silvermex Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels)
Silvermex Resources Inc. (“Silvermex”) is undertaking a transaction (the “Arrangement”) whereby First Majestic Silver Corp. (“First Majestic”) will acquire all of the issued and outstanding common shares of Silvermex (“Silvermex Shares”). The Arrangement and the arrangement agreement dated April 3, 2012 between Silvermex and First Majestic (the “Arrangement Agreement”) are described in more detail in the management proxy circular of Silvermex (the “Information Circular”) accompanying this letter, a copy of which has been filed on SEDAR at www.sedar.com. Capitalized words used but not otherwise defined in this letter have the meanings set out in the Information Circular.
ARRANGEMENT AGREEMENTArrangement Agreement • June 5th, 2012 • Silvermex Resources Inc • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:
