First Majestic Silver Corp. (TSX:FR) signed a letter of intent to acquire Silvercrest Mines Inc. (TSX:SVL) on June 8, 2015. First Majestic Silver Corp. (TSX:FR) entered into a definitive agreement to acquire Silvercrest Mines Inc. (TSX:SVL) for approximately CAD 150 million in cash and stock on July 26, 2015. As reported, each SilverCrest shareholder will receive 0.2769 common shares of First Majestic plus CAD 0.0001 in cash for each SilverCrest common share held. The deal will also provide for the issuance by First Majestic of an aggregate of 2.9 million replacement stock options to SilverCrest option holders who do not exercise such options prior to the effective time of the deal, at exercise prices adjusted by the Exchange Ratio. Pursuant to the transaction, First Majestic will issue approximately 32.8 million common shares. Following the completion of the transaction, the current shareholders of SilverCrest will hold approximately 21% of the issued and outstanding shares of First Majestic. In addition, shareholders of SilverCrest will receive shares in a newly formed company, equal to 0.1667 common shares of New SilverCrest for each SilverCrest common share held, which will hold certain exploration assets currently held by SilverCrest and First Majestic. The transaction will be implemented by way of court-approved plan of arrangement. SilverCrest will pay a termination fee to First Majestic of CAD 8 million, upon the occurrence of certain events. First Majestic assumed revolving credit line of CAD 15 million for the deal.

N. Eric Fier, SilverCrest's Chief Operating Officer, will be the Chief Executive Officer and President of New SilverCrest along with other members of SilverCrest's current Board and management team. New SilverCrest intends to make application to list its shares on the TSX Venture Exchange. The deal is subject to court and creditor approvals, applicable regulatory approvals, approval of at least 66 2/3% of the votes cast by the shareholders of SilverCrest, approval by the "majority of the minority", being a majority of the votes cast by SilverCrest shareholders other than J. Scott Drever, N. Eric Fier and Barney Magnusson, whose votes will not be included in determining minority approval pursuant to multilateral instrument 61-101 - protection of minority security holders in special transactions, lock up agreement, resignation of target's directors, listing of shares, dissenters rights limited and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction will also require the approval of a simple majority of the shareholders of First Majestic.

The agreement includes customary provisions, including non-solicitation of alternative transactions, right to match superior proposals and fiduciary-out provisions. The Board of Directors of SilverCrest has unanimously approved the transaction and will provide a written recommendation that SilverCrest shareholders vote in favor of the transaction. Each of the Directors and senior officers of SilverCrest, who hold in the aggregate approximately 3.9% of the issued and outstanding SilverCrest shares have entered into a voting agreement with First Majestic and have agreed to vote in favor of the transaction. The special meetings of shareholders of SilverCrest and First Majestic are expected to take place in late September 2015.

The deal is expected to be accretive to First Majestic's net asset value per share, reserves and total resources per share and production per share. As of August 28, 2015, court approved the deal. As of September 25, 2015, shareholders of both First Majestic Silver and Silvercrest Mines have voted in favour of the necessary resolutions. The arrangement was approved by approximately 93.2% of votes cast by SilverCrest shareholders and 92.4% of votes cast by disinterested shareholders. The issuance of common shares of First Majestic as consideration under the arrangement was approved by approximately 98.6% of votes cast by First Majestic shareholders. The stock option plan of New SilverCrest, a new company created as part of the arrangement, also received approval of approximately 88.3% of votes cast by SilverCrest shareholders. The arrangement is expected to close on October 1, 2015, subject to applicable regulatory approvals and the satisfaction of other customary conditions.

Cormark Securities Inc. acted as financial advisor and James D. Beeby, Farzad Forooghian, Laura Webb and Katie, Blundy and Bahar Hafizi of McCullough O'Connor Irwin LLP, Fernando Todd Dip of Todd y Asociados S.C. and Stewart Muglich of Alexander Holburn Beaudin & Lang LLP acted as legal advisors to First Majestic. Cormark has provided a fairness opinion to the First Majestic Board of Directors with respect to the consideration. National Bank Financial Inc. acted as financial advisor and Bernard G. Poznanski, Wendy Lee, Thomas Wachowski, Jennifer Wriley, David Pedlow, Jasmin Ahmad, Jim Alam and Mark Wong of Koffman Kalef LLP, Abraham Urias of Urias Romero Y Asociados, S.C. and Kenneth Samand John Hollinrake of Dorsey & Whitney LLP acted as legal advisor to SilverCrest. National Bank has provided a fairness opinion to the Board of Directors of SilverCrest with respect to the consideration. Computershare Investor Services Inc acted as transfer agent to SilverCrest and First Majestic. Laurel Hill Advisory Group acted as information agent to SilverCrest and will be paid fee of CAD 25,000. PricewaterhouseCoopers LLP acted as accountant to First Majestic.

First Majestic Silver Corp. (TSX:FR) completed the acquisition of Silvercrest Mines Inc. (TSX:SVL) on October 1, 2015.