First Majestic Silver Corp. (TSX:FR) (‘First Majestic’) entered into an arrangement agreement to acquire Primero Mining Corp. (TSX:P) for $46.1 million on January 11, 2018. Under the terms of agreement, all of Primero's issued and outstanding common shares will be exchanged for First Majestic common shares on the basis of 0.03325 of a First Majestic common share for each Primero common share. The agreement provides for the issuance by First Majestic of replacement stock options to Primero option holders. All existing warrants of Primero will become exercisable to acquire First Majestic common shares from time to time at exercise prices adjusted by the exchange ratio. All existing deferred share units and phantom share units of Primero will be paid out in cash in an amount equal to CAD 0.30 ($0.24) per deferred share unit or phantom share unit. Under the Arrangement all existing warrants of Primero will become exercisable to acquire First Majestic common shares at exercise prices adjusted by the exchange ratio. A confidentiality agreement was entered into between First Majestic and Primero on February 1, 2017. Following receipt by Primero of the Final Order, First Majestic will deposit in escrow with the Depositary sufficient First Majestic Shares to satisfy the aggregate consideration payable by First Majestic pursuant to the plan of arrangement. First Majestic will also repay all amounts owed under Primero's existing revolving credit facility, net of Primero cash on hand and the expected repayment of Primero's $75 million of outstanding convertible debentures and various transaction expenses. On January 12, 2018, Primero announced an extension of its revolving credit facility and the related guarantee provided by Wheaton Precious Metals Corp., both previously maturing on January 11, 2018, to the earlier of (i) April 30, 2018, (ii) the closing of the arrangement with First Majestic and (iii) the seventh business day following termination of the proposed arrangement. Holders of Primero's $75 million 2020 convertible debentures will be asked to approve an amendment to the terms of their governing indenture pursuant to which the maturity date of the debentures will be accelerated to the next business day following the closing and the debentures will then be paid in full in accordance with the terms of the indenture. If the approval of the debenture holders is not obtained, then under the terms of the indenture, First Majestic will be required to assume the obligations of Primero under the indenture and will be required to offer to repurchase all of the debentures following closing of the acquisition. The agreement includes customary provisions including non-solicitation of alternative transactions, right to match superior proposals and fiduciary-out provisions. Upon completion of the acquisition and the restructuring of the new stream, Wheaton Precious Metals International Ltd. ("WPM") and current Primero shareholders will own approximately 11% and 3%, respectively, of the issued and outstanding common shares of First Majestic. Concurrent with agreement, First Majestic has entered into agreements with WPM, whereby, following closing of the acquisition, the current silver streaming interest at Primero's San Dimas silver-gold mine held by WPM will be terminated and First Majestic and WPM will enter into a new stream arrangement. The proposed repayment of the debentures, amounts outstanding under Primero's existing revolving credit facility and other costs related to the closing of the acquisition will be funded with a combination of First Majestic's current cash on hand ($118 million as of December 31, 2017), $150 million (including a $75 million three year revolving credit facility and a $75 million one year bridge loan) in new credit facilities committed by Scotiabank which will replace First Majestic's existing credit facility, plus cash on hand at Primero and issuance of $156.5 million five year convertible debentures. In addition, Primero has agreed to pay a termination fee to First Majestic of $10 million upon the occurrence of certain events. On January 11, 2018, Tamara Brown, David Demers, Joseph Conway, Grant Edey, Patricia Fortier, William James Mallory, Damien Marantelli, Ryan Snyder, Robert Quartermain, Peter Bradley Marchant, Michael Riley, Wade Nesmith, H. Maura Lendon and Louis Toner entered into a lock-up agreement whereby they agreed to vote the shares or securities owned or controlled by them in favour of the arrangement. The agreement will require approval by 66.67% of shareholders of Primero and any additional shareholder approvals which may be required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The agreement is also subject to court approvals, applicable regulatory approvals (including Mexican anti-trust clearance of Comision Federal de Competencia Económica), approval for listing of consideration shares on the TSX and the NYSE, holders of not more than 10% of the issued and outstanding Primero shares having exercised dissent rights in respect of the arrangement; and the satisfaction of certain other closing conditions. The agreement has been unanimously approved by the Board of Directors of each of First Majestic and Primero. A special shareholder meeting is to be held on March 13, 2018 for the approval of the merger. As of March 13, 2018, Primero shareholders approved the merger. As of March 14, 2018, the deal has been approved by the Court. On May 7, 2018, the transaction has received Mexican anti-trust clearance from the Comisión Federal de Competencia Económica. As of February 20, 2018, the transaction is expected to close in late March or early April of year 2018. As of March 13, 2018, the transaction is expected to close before the end of April 2018. The transaction is expected to close in mid to late March 2018. As of May 9, 2018, the deal is expected to close on May 10, 2018. The acquisition is anticipated to be accretive on all key metrics including NAV, cash flow, production, and resources to First Majestic shareholders, further diversifying production and free cash flow to First Majestic. On an NAV basis, it's 3% accretive; on a cash flow basis, it's 22% accretive; on an earnings basis, it's 17% accretive; on a production basis, it's 7% accretive; on a reserve basis, it's 12% accretive; and on a resource basis, 9% accretive. TD Securities Inc. acted as exclusive financial advisor to First Majestic. James D. Beeby from McCullough O'Connor Irwin LLP served as the legal advisor to First Majestic. Daniel M. Miller, Anthony Epps, Kymra Archibald, Sheri Berndt-Smith, Charlie Clark, John D. Hollinrake Jr., Imeabasi E. Ibok, Kelvin Kesse, David Mangum, Erin McCrady, and Kim A.Severson from Dorsey & Whitney LLP acted as the legal advisors for First Majestic Silver Corp. (TSX:FR). Scotia Capital Inc. acted as financial advisor and Rothschild (Canada) Inc. acted as financial advisors and provided fairness opinion to Primero. Millbank, Tweed, Hadley and McCloy LLP served as the legal advisor to Primero. Elizabeth Breen, Liz Breen, Amanda Linett, Marshall Eidinger, Cory Lastman, Peter Howard, Ashley Taylor, Lee Nicholson, John Lorito, Lindsay Gwyer, Larry Cobb, Lanette Wilkinson, Nancy Ramalho, Natasha Vandenhoven, Allyson Marta and Michael Kilby of Stikeman Elliott LLP acted as legal advisor to Primero. Computershare Trust Company, NA acted as a registrar for First Majestic. Laurel Hill Advisory Group, LLC acted as information agent for Primero and will be paid advisory fee of $0.03 million. KPMG LLP served as auditor to Primero while Deloitte LLP acted as auditor to First Majestic.