Silver Storm Mining - M&A Activity 2022

GOLDEN TAG RESOURCES LTD.

as the Purchaser

and

FIRST MAJESTIC SILVER CORP.

and

FIRST MAJESTIC PLATA, S.A. DE C.V.

as the First Majestic Parties

ASSET PURCHASE AGREEMENT December 7, 2022

ARTICLE 1 INTERPRETATION

Section	1.1	Defined Terms.............................................................................................................. 1
Section	1.2	Gender and Number..................................................................................................... 9
Section	1.3	Headings, etc................................................................................................................ 9
Section	1.4	Currency....................................................................................................................... 9
Section	1.5	Certain Phrases, etc...................................................................................................... 9
Section	1.6	Knowledge................................................................................................................. 10
Section	1.7	Accounting Terms...................................................................................................... 10
Section	1.8	Exhibits and Disclosure Letter................................................................................... 10
Section	1.9	References to Persons and Agreements...................................................................... 11
Section	1.10	Statutes....................................................................................................................... 11
Section	1.11	Non-Business Days.................................................................................................... 11
Section	1.12	No Presumption.......................................................................................................... 11

ARTICLE 2

PURCHASED ASSETS AND PURCHASE PRICE

		ARTICLE 2 PURCHASED ASSETS AND PURCHASE PRICE
Section	2.1	Purchase and Sale....................................................................................................... 11
Section	2.2	Excluded Assets......................................................................................................... 11
Section	2.3	Assumed Liabilities.................................................................................................... 12
Section	2.4	Excluded Liabilities.................................................................................................... 12
Section	2.5	Purchase Price............................................................................................................ 13
Section	2.6	Covenants Relating to Deferred Payments................................................................. 13
Section	2.7	Allocation of Purchase Price...................................................................................... 14
Section	2.8	VAT............................................................................................................................ 14
Section	2.9	Non-Assignable Contracts and Authorizations.......................................................... 14
Section	2.10	Consideration Shares.................................................................................................. 15
Section	2.11	Covenants Relating to the Repayment....................................................................... 16
Section	2.12	Tax Withholdings....................................................................................................... 16

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE FIRST MAJESTIC PARTIES

Section 3.1 Representations and Warranties Relating to the Purchased Assets ............................ 17 Section 3.2 Representations and Warranties Relating to the First Majestic Parties. ..................... 24

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser. ..................................................... 25

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing. ....................................................................... 28 Section 5.2 Access to Information. ............................................................................................... 29

( i )

Section	5.3	Technical Report........................................................................................................ 29
Section	5.4	Actions to Satisfy Closing Conditions....................................................................... 29
Section	5.5	Requests for Consents, Approvals and Waivers......................................................... 29
Section	5.6	Filings and Authorizations......................................................................................... 30
Section	5.7	Purchaser Meeting...................................................................................................... 30
Section	5.8	Purchaser Circular...................................................................................................... 31
Section	5.9	Notice of Certain Events............................................................................................ 31
Section	5.10	Contact with Customers, Suppliers and Other Business Relations............................ 32
Section	5.11	Exclusivity.................................................................................................................. 32
Section	5.12	Purchaser Financing................................................................................................... 32
		ARTICLE 6
		ADDITIONAL AGREEMENTS
Section	6.1	Employment Matters.................................................................................................. 32
Section	6.2	Transition Services Agreement.................................................................................. 34
Section	6.3	Plan Assets................................................................................................................. 34
Section	6.4	Business Acquisition Report...................................................................................... 34
Section	6.5	Existing Mortgages.................................................................................................... 34
		ARTICLE 7
		CONDITIONS OF CLOSING
Section	7.1	Conditions for the Benefit of the Purchaser............................................................... 35
Section	7.2	Conditions for the Benefit of the First Majestic Parties............................................. 36
Section	7.3	Frustration of Condition............................................................................................. 38
		ARTICLE 8
		CLOSING
Section	8.1	Date, Time and Place of Closing................................................................................ 38
		ARTICLE 9
		TERMINATION
Section	9.1	Termination Rights..................................................................................................... 38
Section	9.2	Effect of Termination................................................................................................. 38
		ARTICLE 10
		INDEMNIFICATION
Section	10.1	Survival...................................................................................................................... 39
Section	10.2	Indemnification in Favour of the Purchaser............................................................... 40
Section	10.3	Indemnification in Favour of the First Majestic Parties............................................. 40
Section	10.4	Limitations on Indemnification Obligations.............................................................. 40
Section	10.5	Notification................................................................................................................. 41
Section	10.6	Limitation Periods...................................................................................................... 42
Section	10.7	Direct Claims.............................................................................................................. 42
Section	10.8	Procedure for Third Party Claims.............................................................................. 42
Section	10.9	Exclusion of Other Remedies..................................................................................... 44

( ii )

Section	10.10	One Recovery............................................................................................................. 44
Section	10.11	Duty to Mitigate......................................................................................................... 44
Section	10.12	Set-Off for Indemnity Payments................................................................................ 44
Section	10.13	Adjustment to Purchase Price..................................................................................... 44
		ARTICLE 11
		POST-CLOSING COVENANTS
Section	11.1	Access to Books and Records.................................................................................... 44
Section	11.2	Further Assurances..................................................................................................... 45
		ARTICLE 12
		MISCELLANEOUS
Section	12.1	Notices........................................................................................................................ 45
Section	12.2	Time of the Essence................................................................................................... 46
Section	12.3	Announcements.......................................................................................................... 46
Section	12.4	Third Party Beneficiaries............................................................................................ 46
Section	12.5	Expenses..................................................................................................................... 46
Section	12.6	Amendments............................................................................................................... 46
Section	12.7	Waiver........................................................................................................................ 46
Section	12.8	Entire Agreement....................................................................................................... 47
Section	12.9	Successors and Assigns.............................................................................................. 47
Section	12.10	Severability................................................................................................................. 47
Section	12.11	Governing Law........................................................................................................... 47
Section	12.12	Counterparts............................................................................................................... 47

Exhibits

Exhibit A – Support Agreement

( iii )

ASSET PURCHASE AGREEMENT

Asset Purchase Agreement dated as of December 7, 2022 by and among Golden Tag Resources Ltd. (the " Purchaser ") and First Majestic Silver Corp. (" First Majestic ") and First Majestic Plata, S.A. de C.V. (the " Corporation " and together with First Majestic, the " First Majestic Parties ").

WHEREAS the Corporation is a wholly owned indirect subsidiary of First Majestic.

AND WHEREAS, the Purchaser wishes to purchase from the Corporation, and the Corporation wishes to sell, assign and transfer to the Purchaser on the Closing Date, all of the Purchased Assets on and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each Party), the Parties agree as follows: ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

(1) " Acquisition Resolution " means the ordinary resolution of shareholders of the Purchaser to be passed at the Purchaser Meeting in accordance with the policies of the Stock Exchange and applicable Law, for the purposes of approving the transactions contemplated by this Agreement.
(2) " Affiliate " means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person, and "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.
(3) " AgEq " means silver equivalents.
(4)
" Agreement " means this asset purchase agreement.
(5) " Assignment Agreement " means the assignment agreement, in a form reasonably agreed by the Parties, pursuant to which the Concessions shall be transferred to the Purchaser which shall be governed by Mexican Laws and notarized before a Mexican notary public.
(6) " Assumed Contracts " means all Contracts relating to the Business (other than Related Party Contracts and the SEPIMISA Agreement) including, for greater certainty, the Corporation Material Contracts, the Real Property Leases and the Personal Property Leases.
(7) " Assumed Liabilities " means the obligations assumed by the Purchaser pursuant to Section 2.3 and expressly excluding the Excluded Liabilities.
(8) " Authorization " means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.
(9) " Books and Records " means all information in any form primarily relating to the Purchased Assets and the Assumed Liabilities, including books of account, personnel records, research and development reports and records, production reports and records, business reports, plans and projections, equipment logs, operating guides and manuals, business reports, plans and projections and all other documents, files, correspondence, e-mails, environmental management systems (including data collected for the
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purpose of compliance with Environmental Laws and the preparation of reports to Governmental Entities), all geological, geophysical, geochemical and test data and all other information (including internal and external studies, analyses and other work products) in relation to the Property acquired, proved, gained or developed heretofore in the possession or under the control of the Corporation; (in each case, whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices);

(10) " Business Day " means any day of the year, other than a Saturday, Sunday or any day on which banks are closed for business in Vancouver, British Columbia.
(11) " Business " means all current activities of whatever kind or nature conducted in connection with exploration, development and operation in respect of the Property, it being acknowledged that the Property has been on care and maintenance since September 2019.
(12)
" Cap " has the meaning specified in Section 10.4(2).
(13) " Closing " means the completion of the transactions of purchase and sale contemplated in this Agreement.
(14) " Closing Date " means: (1) the date that is five Business Days following the day on which the last of the conditions of Closing set out in Article 7 (other than those conditions that by their nature can only be satisfied as of the Closing Date) has been satisfied or waived by the appropriate Party; or (2) such earlier or later date as the First Majestic Parties and the Purchaser may agree in writing.
(15) " Concessions " means the 41 contiguous mining concessions covering a total of 69,478 hectares and known as the "La Parrilla Property" and as more particularly described in Section 1.1(15) of the Disclosure Letter.
(16) " Confidentiality Agreement " means the confidentiality agreement dated as of April 27, 2022 between First Majestic and the Purchaser.
(17) " Contract " means all contracts, leases, deeds, mortgages, licences, instruments, notes, indentures, and other agreements, arrangements, understandings, commitments and undertakings (whether written or oral).
(18)
" Consideration Shares " has the meaning set out in Section 2.5(1).
(19)
"Corporation" has the meaning set out in the recitals.
(20) "Corporation Financial Statements" means the financial statements of the Corporation for the fiscal year ended December 31, 2021, consisting of a balance sheet and the accompanying statement of earnings and retained earnings and statement of cash flows for the year then ended and all notes thereto.
(21) " Corporation Material Contract " means a Contract to which a Corporation is a party (1) which, if terminated or modified or if it ceased to be in effect, would result in a Material Adverse Effect; (2) that has annual payment obligations that are in excess of $250,000; (3) that relates to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of $250,000; (4) that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (5) that materially limits or restricts the Corporation from engaging in any line of business, in any geographic area or with any other Person, or from engaging in any merger, consolidation or other business combination; (6) that provides for the assumption of any material liability of any other Person by the Corporation; (7) that is an interest rate, currency, equity or commodity swap, hedge, derivative, forward sales contract or similar financial instrument that is material to the Corporation; (8) that is a collective bargaining or similar agreement or that is with any labour union; (9) that provides for any change of control or "golden parachute" payment
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or entitlement for any current or, if such obligation is still in full force and effect, former employee or other service provider; (10) that relates to a leasing transaction of the type required to be capitalized in accordance with applicable Law and IFRS and otherwise on a basis consistent with prior periods; (11) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for cheques endorsed for collection in the Ordinary Course; (12) providing for a joint venture or partnership; or (13) any Contract granting any royalty or other interest in the Property or the production or proceeds therefrom.

(22) " Damages " means any losses, liabilities, damages or out-of-pocket expenses (including reasonable legal fees and expenses) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third Person, including a Governmental Entity, or a cause, matter, thing, act, omission or state of facts not involving a third Person.
(23)
" Deductible " has the meaning specified in Section 10.4(2).
(24) " Direct Claim " means any cause, matter, thing, act, omission or state of facts not involving a Third Party Claim which entitles an Indemnified Party to make a claim for indemnification under this Agreement.
(25) " Disclosure Letter " means the disclosure letter dated as of the date of this Agreement and delivered by the First Majestic Parties to the Purchaser with this Agreement, as the same may be amended pursuant to Section 5.7.
(26)
" Effective Time " means 12:01 a.m. on the Closing Date.
(27) "Employee Obligations " means all accrued wages, salaries, commissions, vacation pay, overtime pay, incentive compensation, expenses, sick leave benefits, profit sharing, other employee benefits, whether statutory or contractual, all premiums for employment insurance, social security dues and contributions, employer health tax and worker’s compensation.
(28) " Employee Plans " means, collectively, all employee benefit, fringe benefit, supplemental unemployment benefit, employment, bonus, incentive, profit sharing, termination, change of control, pension, retirement, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, agreements, arrangements or practices relating to the current or former directors, officers or employees of the Corporation maintained, sponsored or funded by the Corporation, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered; provided, that "Employee Plans" shall not include government sponsored pension, medical insurance, parental insurance, employment insurance, workers' compensation, social security and other similar plans but expressly excluding any stock option, stock purchase, stock appreciation plans and other similar plans.
(29) “ Employment Documents” means the Employer Substitution Agreement, the Employer Substitution Notice and the Union Assignment Agreement.
(30) " Encumbrance " means any lien, charge, hypothec, pledge, mortgage, title retention agreement, covenant, condition, lease, license, security interest of any nature, claim, exception, reservation, easement, encroachment, right of occupation, right-of-way, right-of-entry, trust, matter capable of registration against title, option, assignment, right of pre-emption, privilege or any other encumbrance or charge or title defect of any nature whatsoever, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Law, or any Contract to create any of the foregoing.
(31) " Environmental Laws " means all Laws relating to protection of workers or public health (but only with respect to exposure to Hazardous Substances) or the protection of the environment, and all Authorizations issued pursuant to such Laws.
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(32) " Environmental Permits " means all Authorizations required under Environmental Laws.
(33) " Equipment and Personal Property " means all tangible personal property and fixed assets owned or leased by the Corporation, wherever located, used in or relating exclusively to the Business including all machinery, equipment and vehicles (including all spare or replacement parts inventory and other warehouse inventory), office equipment, computers (including the files, programs and other contents thereof) and computer software and support systems, furniture, furnishings and accessories, as they may have been replaced, updated or altered in the Ordinary Course prior to the Closing Date.
(34) " Excluded Assets " has the meaning given to such term in Section 2.2.
(35) " Excluded Liabilities " has the meaning given to such term in Section 2.4.
(36) “ Excluded Taxes ” ” means, with respect to the Corporation any Taxes imposed on or measured by the Corporation’s net income, net profits, capital gains, capital or branch profits, or franchise or capital Taxes imposed on (or measured by) the taxable capital of the Corporation, in each case, imposed by the jurisdiction (or any political subdivision thereof) under the laws of which it is incorporated or continued or resident or organized, in each case determined by application of the laws of such jurisdiction, or in which it has a permanent establishment or carries on business, in each case determined by application of the laws of such jurisdiction.
(37) " Exhibit " means an exhibit attached to this Agreement.
(38) " Existing Mortgages " means the liens filed on the Concessions in favour of
(39) " First Majestic Indemnified Party " has the meaning specified in Section 10.3.
(40) " First Majestic Parties Fundamental Representations " means, collectively, the representations and warranties of the First Majestic Parties: (1) relating to the Purchased Assets in Section 3.1(3) (No Other Agreements to Purchase) and Section 3.1(8)(a) (Title and Sufficiency of Assets); and (2) relating to the First Majestic Parties in Section 3.2(1) (Formation and Qualification), Section 3.2(2) (Authorization),and Section 3.2(5) (Execution and Binding Obligation).
(41) " Golden Tag Shares " mean common shares in the capital of the Golden Tag Resources Ltd.
(42) " Goodwill of the Business " mean the goodwill of the Business, including, without limitation, the exclusive right of the Purchaser to represent itself as carrying on the Business in succession to the Corporation and all right, title and interest of the Corporation and its Affiliates in, to and in respect of the name "La Parrilla".
(43) "Governmental Entity " means: (1) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local or other; (2) any subdivision or authority of any of the above; (3) any stock exchange; and (4) any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.
(44) " Hazardous Substances " means any chemicals, materials or substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "hazardous constituents", "restricted hazardous materials", "extremely hazardous substances", "toxic substances", "contaminants", "pollutants", "toxic pollutants", or words of similar meaning and regulatory effect under any Environmental Law, including petroleum, explosives and asbestos.
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(45) " IFRS " means International Financial Reporting Standards, at the relevant time, prepared on a consistent basis.
(46) " Indemnified Party " means a Purchaser Indemnified Party or a First Majestic Indemnified Party, as the context requires.
(47) " Indemnifying Party " means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 10.
(48) " Intercompany Indebtedness " means any intercompany indebtedness owing by the Corporation to or from First Majestic or any other Affiliate.
(49) " Interim Period " means the period between the close of business on the date of this Agreement and the Closing.
(50) " Inventory " means all inventories associated with the Business including stores of ore, raw materials, minerals-in-progress, stock-in-trade, concentrated or refined gold or silver, dore, and supplies, of or pertaining to the Business located on the Property;
(51) " IT Assets " means the information technology systems and any Contracts related thereto, as more particularly described in Section 1.1(51) of the Disclosure Letter.
(52) " Laws " means any and all applicable: (1) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws; (2) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity; and (3) policies, guidelines, notices and protocols.
(53) " Liabilities " means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or undeterminable, including, without limitation, any of the foregoing arising under any applicable Law and those arising under any contract, agreement, arrangement, commitment or undertaking or otherwise, including arising directly or indirectly under or pursuant to any loan, credit agreement, loan or credit facility transaction or arrangement or any offbalance sheet transaction or arrangement.
(54) " Material Adverse Effect " means any change, event, occurrence, effect, state of fact or circumstance that, individually or in the aggregate with all other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, properties, operations, assets, liabilities (contingent or otherwise), results of operation or financial condition of the Purchaser or the Business, as the context requires, on a consolidated basis, except to the extent that the material adverse effect results from or is caused by: (1) general economic, political or regulatory conditions or events in any of the geographical areas in which the Corporation or the Purchaser operates, including changes in inflation; (2) any change in the financial, banking, credit, debt, currency or capital markets in general (whether in Canada, the United States, Mexico or any other country or in any international market), including changes in interest rates, commodity prices or raw material prices; (3) conditions generally affecting the mining industry; (4) acts of God, natural disasters, pandemics, epidemics, outbreaks of illness, health crises or public health events, national or international political or social conditions (or the worsening of any of the foregoing), including the engagement in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war (including any escalation or worsening of war), or the occurrence of any military or terrorist attack, or any attack, threat, blockage or other act attributable to organized crime, or other force majeure event; (5) any changes in Laws, or accounting rules or principles including, for greater certainty, changes in IFRS; (6) the negotiation, announcement or pendency of the transactions contemplated hereby, the identity of the Purchaser, the disclosure of the fact that the Purchaser is the prospective acquirer of the Purchased Assets; (7) any act or omission of a Party prior to the Closing Date taken with the consent or at the request of the other Party, or required, permitted or contemplated by this Agreement; (8) any change in the market price or trading volume of any securities
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of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Material Adverse Effect has occurred, provided that such causes are not otherwise excluded from the definition of "Material Adverse Effect"); provided, that with respect to clauses (1) through (4), the exclusion shall not apply to the extent such matter has a materially disproportionate effect on the Business or the Purchaser relative to other comparable Persons operating in the markets and/or industries in which the Corporation or the Purchaser operate.

(55) " Mexican Governmental Royalties " means mining Taxes payable in accordance with Article 263, 268 and 270 of the Mexican Federal Duties Law ( Ley Federal de Derechos ), which provides that: (i) a mining duty ( derecho sobre mineria ) is payable on a semi-annual basis calculated based on the size of the relevant mining claim and its date of issuance, (ii) a special mining duty ( derecho especial sobre mineria ) is payable on an annual basis equal to 7.5% of the sales income generated by minerals extracted from a mining concession minus the authorized deductions and (iii) an extraordinary mining duty ( derecho extraordinario sobre mineria ) is payable on an annual basis equal to 0.5% of the sales income of gold, silver or platinum minerals.
(56) " Mexican Regulatory Approval " means the approval from the Mexican Anti-Trust Commission (Comisión Federal de Competencia Económica).
(57) " NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators.
(58) " Non-Transferable Authorizations " means the Authorizations set out in Section 1.1(58) of the Disclosure Letter.
(59) " Notice " has the meaning specified in Section 12.1.
(60) " Notice of Claim " has the meaning specified in Section 10.5(1).
(61) " Order " means any writ, judgment, injunction, decree, decision, ruling, determination, award or similar order of any Governmental Entity (whether preliminary or final).
(62) " Ordinary Course " means, with respect to an action taken by a Person, that such action is taken in the ordinary course of normal day-to-day operations of such Person, consistent with past practice since September 2019, including with regard to nature, frequency and magnitude.
(63) " Outside Date " means: (1) August 15, 2023; or (2) such earlier or later date as the First Majestic Parties and the Purchaser may agree in writing.
(64) " Owned Real Property" means the owned real property set forth in Section 1.1 of the Disclosure Letter under the heading "Owned Real Property".
(65) " Owned Real Property Assignment Agreement" means the assignment agreement, in a form reasonably agreed by the Parties, pursuant to which the Owned Real Property shall be transferred to the Purchaser which shall be governed by Mexican Laws and notarized before a Mexican notary public.
(66) " Parties " means, collectively, the Purchaser and the First Majestic Parties, and any other Person that becomes a party to this Agreement.
(67) " Permitted Encumbrances " means (1)(i) liens for taxes, assessments and governmental charges or levies not yet due and payable and for which appropriate provision has been made in accordance with IFRS, and (ii) encumbrances such as materialmen's, mechanics', carriers', workmen's and repairmen's liens and other similar liens arising in the ordinary course of business (but excluding those not discharged in the Ordinary Course of Business); (2) access agreements, servitudes, easements and rights of way
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relating to sewers, water lines, gas lines, pipelines, electric lines, telephone and cable lines, and other similar services or products; (3) zoning restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property; (4) reservations in federal patents; (5) as to properties comprising any portion of the Property which are leased, or otherwise held by contractual interest, the terms and conditions of the leases and other Contracts pertaining thereto (6) customary rights of general application reserved to or vested in any Governmental Entity to control or regulate any interest in the Property; provided that such liens, encumbrances, exceptions, agreements, restrictions, limitations, contracts and rights (i) were not incurred in connection with any indebtedness and (ii) do not, individually or in the aggregate, have a material adverse effect on the value or materially impair or add material cost to the use of the subject property; and (7) terms and conditions of, any Encumbrances that has been expressly disclosed in the Disclosure Letter; (8) roads and rights-of-way, if any, existing pursuant to applicable Laws; and (9) the Royalty.

(68) " Person " means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.
(69) " Personal Property Leases " means the personal property leases set out in Section 1.1(69) of the Disclosure Letter;
(70) " Plan Assets " means all assets, funds, deposits and accounts (whether held directly or by a trustee) related to the Employee Plans.
(71) " Property " means all Concessions, all Real Property Leases, all Owned Real Property and the Water Concession, all as further described in the Disclosure Letter.
(72)
" Purchase Price " has the meaning specified in Section 2.2.
(73) " Purchased Assets " means: all right title or interest of the Corporation in and to all property and assets (other than Excluded Assets) of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal directly or indirectly used in, arising from or otherwise related to the Business, or any part thereof, including: (1) the Owned Real Property; (2) the Concessions; (3) the Water Concessions; (4) the benefit of the Assumed Contracts; (5) Equipment and Personal Property and all plants, buildings structures, head frames, improvements, fixtures (including fixed machinery and fixed equipment), bore holes, pits, shafts, dams located on, under or forming part of the Concessions; (6) the benefit of the Transferable Authorizations; (7) Books and Records; (8) Goodwill of the Business; (9) Inventory; (10) the Employee Plans and Plan Assets; (11) all accounts receivable and other amounts due, owing or accruing or due to the Corporation related to the Business as at the of Closing Date; and (12) the IT Assets.
(74)
" Purchaser " has the meaning specified in the preamble to this Agreement.
(75) " Purchaser Circular " means the notice of the Purchaser Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the shareholders of the Purchaser in connection with the Purchaser Meeting, as amended, supplemented or otherwise modified from time to time.
(76) "Purchaser Financial Statements" means the audited financial statements of the Purchaser for the fiscal year ended December 31, 2021, consisting of a balance sheet and the accompanying statement of earnings and retained earnings and statement of cash flows for the year then ended and all notes thereto.
(77) " Purchaser Financing " means an equity financing completed by the Purchaser from investors to raise a minimum of CDN$9,000,000, including a $2.7 million subscription by First Majestic.
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(78) " Purchaser Fundamental Representations " means, collectively, the representations and warranties of the Purchaser in Section 4.1(1) (Incorporation and Qualification), Section 4.1(2) (Authorization), Section 4.1(5) (Execution and Binding Obligation); Section 4.1(6) (Capitalization of the Purchaser) and Section 4.1(7) (Reporting Issuer Status and Listing) and Section 4.1(17) (Brokers).
(79) " Purchaser Indemnified Party" has the meaning specified in Section 10.2.
(80) " Purchaser Material Contract " means any legally binding Contract to which Purchaser or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or affected or to which any of their respective properties or assets is subject: (1) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to cause a Material Adverse Effect; (2) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money in excess of $250,000 in the aggregate; (3) restricting the incurrence of indebtedness by Purchaser or any of its subsidiaries or restricting the payment of dividends by Purchaser; (4) under which Purchaser or any of its subsidiaries is obligated to make or expects to receive payments in excess of $250,000 over the remaining term of such agreement or commitment; (5) that creates an exclusive dealing arrangement or right of first offer or refusal that is material to Purchaser and its subsidiaries taken as a whole; (6) that materially limits or restricts (A) the ability of Purchaser or any of its subsidiaries to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom Purchaser or any of its subsidiaries may sell products or deliver services; or (7) that is otherwise material to Purchaser and its subsidiaries, taken as a whole.
(81) " Purchaser Meeting " means the special meeting of shareholders of the Purchaser, including any adjournment or postponement thereof, to be called and held for the purpose of approving the transactions contemplated by this Agreement, including but not limited to, the Acquisition Resolution.
(82) " Purchaser Public Disclosure Record " means all documents and information filed by the Purchaser on SEDAR since January 1, 2021.
(83) " Real Property Leases " means the real property leases set out in Section 1.1(83) of the Disclosure Letter.
(84) " Related Party Contracts " has the meaning specified in Section 3.1(7).
(85) " Repayment Date " means the earlier of (1) 18 months following the Closing Date; and (2) the date the VAT Refund is received.
(86) " Royalty " means the 2.0% net smelter return royalty over any mineral products derived from the Property granted by the Corporation to Metalla Royalty & Streaming Ltd.
(87) " Royalty Agreement " means the agreement evidencing the Royalty, which shall be in substantially the form provided to the Purchaser.
(88) " Securities Authorities " means the British Columbia Securities Commission and the applicable securities commissions and other securities regulatory authorities in each of the provinces of Canada and the Stock Exchange.
(89) " Securities Laws " means the Securities Act (British Columbia) and all other applicable provincial securities laws and the rules, regulations, instruments and published policies thereunder including the rules and regulations of the Stock Exchange.
(90) " SEDAR " means the System for Electronic Document Analysis and Retrieval described in National Instrument 13-101 – System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators and available for public view at www.sedar.com.
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(91) " SEPIMISA Agreement " means the agreement between the Corporation, certain of its Affiliates and Seguridad Privada para la Industria Minera for the provision of security services;
(92) " Stock Exchange " means the TSX Venture Exchange.
(93) " Support Agreement " means the support agreement entered into among First Majestic and the Purchaser in the form attached as Exhibit A.
(94) " Tax Act " means the Income Tax Act (Canada).
(95) " Tax Returns " means any and all returns, reports, declarations and elections, filed or required to be filed in respect of Taxes.
(96) " Taxes " means: (1) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, and (2) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (1) above or this clause (2).
(97) " Third Party Claim " means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement.
(98) " Transferable Authorizations " means the Authorizations set out in Section 1.1(98) of the Disclosure Letter.
(99) " VAT " means the value added Tax within the meaning of Mexico’s Federal Tax Code (Código Fiscal de la Federación), VAT Law (Ley del Impuesto al Valor Agregado), and/or Income Tax Law (Ley del Impuesto sobre la Renta).
(100) " VAT Refund " means a refund of the VAT paid by the Purchaser (or an Affiliate thereof) relating to the Purchase Price paid on the Closing Date from the Mexican Tax authorities.
(101) " Water Concession " means the water concession set out in Section 1.1(101) of the Disclosure Letter.

Section 1.2 Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa .

Section 1.3 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections, and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement. Section 1.4 Currency.

All references in this Agreement to dollars or to $ are expressed in United States dollars unless otherwise specifically indicated.

Section 1.5 Certain Phrases, etc.

In this Agreement, unless otherwise specified:

(1) the words " including ", " includes " and " include " mean " including (or includes or include) without limitation ";
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(2) the phrase " the aggregate of ", " the total of ", " the sum of " or a phrase of similar meaning means " the aggregate (or total or sum), without duplication, of ";
(3) the words " Article ", " Section " and " Exhibit " followed by a number mean and refer to the specified Article, Section or Exhibit of this Agreement; and
(4) in the computation of periods of time from a specified date to a later specified date, the word "from " means "from and including " and the words "to " and "until " each mean "to but excluding ".

Section 1.6 Knowledge.

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the First Majestic Parties, it refers to the actual knowledge (after due inquiry) of Keith Neumeyer, Steven Holmes, David Soares and Todd Anthony without personal liability on the part of any of them.

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the Purchaser, it refers to the actual knowledge (after due inquiry) of Greg McKenzie, Carmelo Marrelli and Will Ansley without personal liability on the part of any of them.

Section 1.7 Accounting Terms.

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with

IFRS.

Section 1.8 Exhibits and Disclosure Letter.

(1) The Exhibits attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes hereof.
(2) The purpose of the Disclosure Letter is to set out the qualifications, exceptions and other information called for in this Agreement. The Parties acknowledge and agree that the Disclosure Letter, and the information and disclosures contained therein, do not constitute or imply, and will not be construed as:
(a) any representation, warranty, covenant or agreement which is not expressly set out in this Agreement;
(b) an admission of any liability or obligation of the First Majestic Parties;
(c) an admission that the information is material;
(d) a standard of materiality, a standard for what is or is not in the Ordinary Course, or any other standard contrary to the standards contained in the Agreement; or
(e) an expansion of the scope of effect of any of the representations, warranties and covenants set out in the Agreement.
(3) Disclosure of any information in the Disclosure Letter that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all matters of a similar nature. Inclusion of an item in any section of the Disclosure Letter is deemed to be disclosure of such item for purposes of any other section(s) of the Disclosure Letter where it is reasonably apparent that such disclosure is applicable to such other section(s) of the Disclosure Letter.
(4) The Disclosure Letter itself is confidential information and may not be disclosed unless: (a) it is required to be disclosed pursuant to Law, unless such Law permits the Parties to refrain from disclosing the
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information for confidentiality or other purposes; or (b) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

Section 1.9 References to Persons and Agreements.

Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable. Except as otherwise provided in this Agreement, the term " Agreement " and any reference to this Agreement, or to any other agreement, document or other instrument, includes, and is a reference to, this Agreement or such other agreement, document or other instrument, as the same may have been, or may from time to time be, amended, restated, replaced, supplemented or novated, and includes all schedules hereto.

Section 1.10 Statutes.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made thereunder, as the same may have been, or may from time to time be, amended, re-enacted or replaced.

Section 1.11 Non-Business Days.

Whenever payments are to be made, or an action is to be taken, on a day which is not a Business Day, such payment shall be made, or such action shall be taken, on or not later than the next succeeding Business Day.

Section 1.12 No Presumption.

This Agreement is the product of negotiation by the Parties having the assistance of counsel and other advisers. It is the intention of the Parties that no Party shall be presumed to be the drafter hereof and that this Agreement not be construed more strictly with regard to one Party than to any other Party.

ARTICLE 2 PURCHASED ASSETS AND PURCHASE PRICE

Section 2.1 Purchase and Sale.

Subject to the terms and conditions of this Agreement, the Corporation hereby agrees to sell, assign and transfer to the Purchaser or Purchaser's designee, and the Purchaser hereby agrees to purchase from the Corporation on the Closing Date, all (but not less than all) of the Purchased Assets free and clear of all Encumbrances, other than Permitted Encumbrances.

Section 2.2 Excluded Assets.

Other than the Purchased Assets, the Purchaser expressly acknowledges and agrees that it is not purchasing or acquiring, and the Corporation is not selling or assigning, any other assets or properties of the Corporation and all such other assets and properties shall be excluded from the Purchased Assets (collectively, the " Excluded Assets "). Excluded Assets means the following assets and properties:

(1) all cash and cash equivalents, bank accounts and securities of the Corporation;
(2) all reclamation bonds and similar security posted in respect of the Property and set forth in Section 2.2 of the Disclosure Letter;
(3) the corporate seals, organizational documents, minute books, Tax Returns and Books and Records having to do with the corporate organization of the Corporation;
(4) any claim to which the Corporation is a claimant, plaintiff or judgment creditor;
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(5) all Taxes receivable, Tax refunds or Tax credits in connection with the Purchased Assets and any claim or right of the Corporation to any Tax, Tax refund or Tax credit in respect of Taxes for periods prior to the Closing Date;
(6) all policies of insurance in respect of the Purchased Assets;
(7) the Non-Transferable Authorizations; and
(8) the assets, properties and rights specifically set forth in Section 2.2 of the Disclosure Letter.

Section 2.3 Assumed Liabilities

On and subject to the terms and conditions of this Agreement, the Purchaser shall assume and agree to pay, perform and discharge all Liabilities of the Business other than Excluded Liabilities (collectively, the " Assumed Liabilities "), consisting of:

(1) other than with respect to Employee Obligations, all Liabilities relating to the Purchased Assets (including Assumed Contracts), to the extent that any such Liabilities and obligations accrue and first arise after the Closing Date;
(2) subject to Section 6.1 (including Section 6.1(10)), all Liabilities relating to Employee Obligations, whether arising before or after the Closing Date; and
(3) all Liabilities and obligations arising out of any action, suit, investigation or proceeding relating to or arising out of the Business or the Purchased Assets, to the extent that any such Liabilities and obligations accrue and first arise after the Closing Date.

Section 2.4 Excluded Liabilities

Notwithstanding any other provision in this Agreement to the contrary, neither the Purchaser nor any of its Affiliates shall assume or be responsible to pay, perform or discharge the following Liabilities (the " Excluded Liabilities ")

(1) any Liability for Taxes of the Corporation;
(2) any Intercompany Indebtedness;
(3) any Liabilities relating to or arising out of the Excluded Assets;
(4) any Liabilities of the Corporation accruing under the Authorizations or the Contracts, including for greater certainty, the Corporation Material Contracts, the Real Property Leases and the Personal Property Leases arising prior to the Closing Date, including all Liabilities in respect of any breach of representation, warranty or covenant contained in, or for any claim for indemnification pursuant to, any Personal Property Lease, Real Property Lease, Contract or Licence to the extent that such breach or claim arose out of the Corporation’s performance or non-performance thereunder prior to the Closing Date, regardless of when such breach or claim is asserted;
(5) all Liabilities of the Corporation related to employment matters that relate to the period prior to the Closing Date (or, if Section 6.1(7) applies, the period prior to the date on which the employment relationship is effectively transferred to the Purchaser, or its designee) as set out in Section 6.1;
(6) any Liabilities for Taxes that may be payable by the First Majestic Parties, including any income, capital gains and corporate taxes payable by the First Majestic Parties, resulting from or arising as a consequence of the sale by the First Majestic Parties to the Purchaser of the assets under this Agreement ; and
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(7) any Liabilities of the Corporation arising or incurred in connection with the negotiation, preparation, investigation performance of this Agreement, including fees and expenses of counsel, accountants, consultants advisers and others.

Section 2.5 Purchase Price.

The aggregate purchase price, subject to adjustment in accordance with Section 2.3, (the " Purchase Price ") payable by the Purchaser for the Purchased Assets shall be satisfied as follows:

(1) by the issuance on the Closing Date of 143,673,684 Golden Tag Shares (the " Consideration Shares "), at a price of CDN$0.19 per Golden Tag Share;
(2) within two Business Days following the Repayment Date, a cash payment of $2.7 million (the " Repayment ");
(3) within two Business Days following the First Milestone Date, one cash payment equal to $5.75 million (the " First Deferred Payment "). For this purpose, the " First Milestone Date " means the date that is 180 days after the date of actual receipt by Purchaser of a written resource estimate addressed to Purchaser and prepared in compliance with NI 43-101 by a qualified person (as such term is defined in NI 43-101), of (i) 5 million ounces or more of AgEq reserves on the Property, or (ii) 22 million ounces of AgEq measured and indicated resources on the Property; and
(4) within two Business Days following the Second Milestone Date, one cash payment equal to $5.05 million (the " Second Deferred Payment " and, together with the Repayment and the First Deferred Payment, the " Deferred Payments "). For this purpose, the " Second Milestone Date " means the date that is 180 days after the date of actual receipt by Purchaser of a written resource estimate addressed to Purchaser and prepared in compliance with NI 43-101 by a qualified person (as such term is defined in NI 43-101), of 12.5 million ounces of AgEq measured and indicated resources in a new zone on the Property established after the Closing. For this purpose, a "new zone" means a zone, within the Property, in respect of which no mineral reserves or resources have been identified on or before the Closing, but which is subsequently identified by the Purchaser as a zone containing mineral reserves or resources.
(5) Purchaser may pay all or any of the First Deferred Payment or Second Deferred Payment in cash or Golden Tag Shares at the Purchaser's election. If Purchaser elects to pay the First Deferred Payment or the Second Deferred Payment in Golden Tag Shares, the number of such shares issuable on the applicable payment date shall be the number of shares as is equal to the quotient resulting from dividing (i) the cash amount payable in respect of the applicable milestone, by (ii) 20 day volume weighted average price of the Golden Tag Shares on the Stock Exchange on the First Milestone Date or Second Milestone Date, as applicable, subject to the approval of the Stock Exchange.

Section 2.6 Covenants Relating to Deferred Payments

Until such time as the Second Deferred Payment is made in full, the Purchaser hereby agrees:

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(1) to use commercially reasonable efforts to cause the conditions precedent to the payment of the Deferred Payments to be satisfied and to not take any action, whether directly or indirectly, to knowingly and intentionally circumvent the entitlement of the First Majestic Parties to the Deferred Payments; and
(2) to provide the First Majestic Parties' with copies of any reports prepared for management in respect of the operations at the Property and such other technical information as the First Majestic Parties' reasonably request as may be required for the First Majestic Parties to monitor the operations at the Property and the determine whether the conditions precedent for the payment of the Deferred Payments have been satisfied.

Section 2.7 Allocation of Purchase Price

The Purchase Price (including the Deferred Payments and the Consideration Shares) shall be allocated among the Purchased Assets on such basis as the First Majestic Parties and the Purchaser shall agree in writing on or before the Closing Date, and the Corporation and the Purchaser agree to prepare and file their respective Tax Returns in a manner consistent with such allocation.

Section 2.8 VAT

The Corporation shall charge to and collect from the Purchaser, and the Purchaser shall pay any VAT (and for greater certainty, not any land transfer tax) for which the Corporation is charged with a liability to collect and/or remit under any applicable Law as a consequence of the transaction of purchase and sale under this Agreement (hereinafter called " Transfer Tax ") on the sale of the Purchased Assets as an extra amount over and above the Purchase Price but excluding any Excluded Taxes applicable to the Corporation. Any Transfer Tax which the Purchaser is required to pay and the Corporation is required to collect in respect of the Purchase Price shall be paid by the Purchaser to the Corporation on Closing and shall be held in trust by the Corporation for the appropriate taxing authorities and the Corporation shall remit any such Taxes to the appropriate taxing authorities within the prescribed time period. The Parties covenant and agree to cooperate in good faith to claim the benefit of any available exemptions and make any available election to entitle the Purchaser or its designated Affiliate in respect of the applicable Purchased Asset, as applicable, to receive all available credits or refunds in respect of Transfer Tax or otherwise reduce Transfer Taxes.

Section 2.9 Non-Assignable Contracts and Authorizations

(1) This Agreement and any document delivered hereunder shall not constitute an assignment or an attempted assignment of any Assumed Contract, Personal Property Lease, Real Property Lease or Transferable Authorization contemplated to be assigned to the Purchaser hereunder:
(a) if it is not assignable without the consent of a third party unless such consent has been obtained; or
(b) in respect of which the remedies for the enforcement thereof available to the Corporation would not pass to the Purchaser.
(2) To the extent that any of the foregoing items are not assignable by the terms thereof or where consents to the assignment thereof cannot be obtained as herein provided, the Corporation shall continue to perform all covenants and of its obligations thereunder as a service to the Purchaser in accordance with the Transition Services Agreement or, if so agreed between the Purchaser and the Corporation, and where and to the extent permissible pursuant to applicable Law, the Corporation shall hold all such items in trust for the Purchaser and the covenants and obligations thereunder shall be performed by the Purchaser in the name of Corporation.
(3) During the Interim Period, the Corporation shall use reasonably commercial efforts to obtain from all Persons the consents as are necessary or desirable in connection with the transactions contemplated by this Agreement, in each case, in form and substance reasonably acceptable to the Purchaser.
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Section 2.10 Consideration Shares.

(1) The Parties acknowledge and agree that the issuance of the Consideration Shares will made pursuant to the prospectus exemptions contained National Instrument 45-106- Prospectus Exemptions and will be subject to a four-month statutory hold period under applicable Securities Laws but shall not be subject to any escrow or resale restrictions imposed by the Stock Exchange.
(2) The First Majestic Parties' acknowledge that:
(a) no securities commission or Governmental Entity or similar authority has reviewed or passed on the merits of the Consideration Shares, nor have any such agencies or authorities made any recommendations or endorsement with respect to the Consideration Shares; and
(b) the Purchaser is issuing the Consideration Shares under exemptions from the prospectus requirements of applicable Securities Laws and, as a consequence, certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the First Majestic Parties.
(3) The Purchaser acknowledges that the Corporation may, on the Closing Date or at any time thereafter, transfer the Consideration Shares to an Affiliate and, assuming such transfer occurs on the Closing Date, agrees that the certificate representing such Consideration Shares delivered pursuant to Section 2.5(1) shall be registered in the name of such Affiliate. Assuming such Affiliate is First Majestic, First Majestic may, at its sole discretion, distribute (the " First Majestic Distribution ") a portion of the Consideration Shares on a pro rata basis to its shareholders (the " First Majestic Shareholders ") by way of dividend, arrangement, or other similar means, at the discretion of the First Majestic and in accordance with applicable Law, provided that, following the First Majestic Distribution, the First Majestic Parties hold at least 19.9% of the issued and outstanding Golden Tag Shares (on a non-diluted basis). For greater certainty, subject to the restrictions set forth in Section 2.5(4), the First Majestic Parties are not prohibited from disposing of the Consideration Shares.
(4) Subject to Section 2.10(5), the First Majestic Parties' acknowledge and agree that the following contractual restrictions on transfer will apply to the Consideration Shares (the " Contractual Restrictions "):

Restricted from transfer for:	Percentage of Closing Consideration Shares restricted as to each release date:
6 months from Closing	25%
12 months from Closing	25%
18 months from Closing	25%
24 months from Closing	25%

(5) The Contractual Restrictions shall not apply:
(a) with respect to a bona fide take-over bid or similar transaction involving an acquisition of the Purchaser, made generally to all holders of Golden Tag Shares, provided that in the event that the take-over or acquisition transaction is not completed, the Consideration Shares shall remain subject to the Contractual Restrictions;
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(b) with respect to a transfer of Consideration Shares to an Affiliate of the First Majestic Parties;
(c) with respect to pledges of the Consideration Shares as security for bona fide indebtedness of the First Majestic Parties or an Affiliate thereof; or
(d) to Consideration Shares distributed to the First Majestic Shareholders upon completion of a First Majestic Distribution.

provided that in the case of each of (b) and (c), any such transferee or pledgee shall first agree to be bound by contractual resale restrictions in substantively the same form as the Contractual Restrictions, which contractual resale restrictions shall remain in force until the remainder of the contractual hold periods set forth in Section 2.10(4).

Section 2.11 Covenants Relating to the Repayment

(1) The Purchaser agrees to use to commercially reasonable efforts to obtain the VAT Refund as soon as reasonably practicable following the Closing Date. Without limiting the generality of the foregoing, the Purchaser shall promptly:
(a) execute all documentation and complete all filings reasonably required to obtain the VAT Refund; and
(b) respond to any reasonable requests from the Mexican Tax authorities relating to the VAT Refund.
(2) The First Majestic Parties agree to use to commercially reasonable efforts to assist the Purchaser with obtaining the VAT Refund. In order to facilitate such assistance, the Purchaser shall:
(a) cooperate with the First Majestic Parties with respect to the VAT Refund including, without limiting generality of the foregoing, by promptly executing all documentation and completing all filings as are reasonably requested by the First Majestic Parties;
(b) allow the First Majestic Parties reasonable access to the personnel and the books and records of the Purchaser, in each case as they reasonably relate to the VAT Refund; and
(c) provide to the First Majestic Parties such other information and assistance and take such other actions as the First Majestic Parties may reasonably request in connection with the VAT Refund.

Section 2.12 Tax Withholdings

The Purchaser shall deduct and withhold from any payments to be made pursuant to this Agreement any Taxes or other amounts required to be withheld from such payments under applicable Law. Each of the Parties, as applicable, shall timely pay any withheld amounts to the proper Governmental Entity. To the extent that amounts are so withheld and paid to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the applicable recipient of payment in respect of which such deduction and withholding was made. Each of the Parties shall inform the other Parties promptly if it becomes aware of any required withholding or deduction in connection with a payment to be made under this Agreement. Notwithstanding any other provision of this Agreement, the Parties agree that any written communication from the Governmental Entity proposing to assess a withholding Liability shall constitute sufficient evidence of a withholding Liability of the Purchaser or of the First Majestic Parties, as applicable, or any of their respective Affiliates. The obligations of the Parties under this Section 2.12 shall survive the Closing and continue in full force and effect for the benefit of the Parties without limitation of time.

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE FIRST MAJESTIC PARTIES

Section 3.1 Representations and Warranties Relating to the Purchased Assets

The First Majestic Parties represent and warrant as follows to the Purchaser, and acknowledge that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Assets:

Corporate Matters

(1) Required Authorizations. Except for the filings, notifications and Authorizations disclosed in Section 3.1(1) of the Disclosure Letter and the Mexican Regulatory Approval, no material filing with, notice to or Authorization of any Governmental Entity is required on the part of the Corporation as a condition to the lawful completion of the transactions contemplated by this Agreement.
(2) Required Consents . Except as disclosed in Section 3.1(2) of the Disclosure Letter, there is no requirement to obtain any consent, approval or waiver of a party under any Corporation Material Contract, Real Property Lease or Personal Property Lease to the completion of the transactions contemplated by this Agreement.
(3) No Other Agreements to Purchase. No Person has any written or oral agreement, option or warrant, or any other right or privilege capable of becoming such (whether by Law, pre-emptive right or contract), for the purchase of the Purchased Assets.

General Matters Relating to the Business

(4) Absence of Certain Changes. Except as disclosed in Section 3.1(4) of the Disclosure Letter, from October 1, 2019 through the date hereof, there has been no commercial production from any of the Property and there has not been any change or event that had, or would reasonably be expected to materially impair the operation of the Property.
(5) Compliance with Laws. The Corporation is in compliance in all material respects with all Laws.
(6) Authorizations. The Corporation is qualified, licensed or registered to carry on its business in the jurisdictions listed in Section 3.1(6) of the Disclosure Letter. All material Transferable Authorizations are valid, subsisting and in good standing, and there are no outstanding material defaults or breaches thereunder on the part of the Corporation. Section 3.1(6) of the Disclosure Letter lists all current material Transferable Authorizations issued to the Corporation. To the knowledge of the First Majestic Parties, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any material Transferable Authorization set forth in Section 3.1(6) of the Disclosure Letter.
(7) Transactions with Related Parties. Section 3.1(7) of the Disclosure Letter sets forth all Contracts between the Corporation, on the one hand, and any Affiliate of the Corporation or any other First Majestic Party, on the other hand (collectively, the " Related Party Contracts "). Except as set forth in Section 3.1(7) of the Disclosure Letter, no Affiliate of the Corporation nor any other First Majestic Party, owns any material property right, tangible or intangible, which is used the Corporation in the conduct of the business.
(8) Title to and Sufficiency of the Assets.
(a) The Corporation is the owner of and has good and marketable title to all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
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(b) There are no agreements or commitments to purchase property or assets by the Corporation for use in the Business, other than in the Ordinary Course. Except as disclosed in Section Section 3.1(8) of the Disclosure Letter, Purchased Assets constitute all the property and assets used or held for use in connection with the Business.
(9) Property.
(a) The Disclosure Letter sets forth a true and complete list of all of the Concessions, the Water Concession, the Real Property Leases, the Owned Real Property and no other mineral or property rights are necessary for the conduct of the Business as presently conducted and there are no material restrictions, except as provided in Authorizations, leases or Corporation Material Contracts, on the ability of the Corporation to use, access transfer or otherwise explore or exploit the Property.
(b) The Corporation owns and has good and valid title to the Concessions and Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances.
(c) Other than the Property, the Corporation does not own or have any interest in any real property or any mineral interests and rights.
(d) There is no adverse claim against, or challenge to the title or ownership of, the Property. The Corporation has not received any notice from any Governmental Entity of any revocation or intention to revoke any interest of the Corporation in the Property.
(e) The Property is not subject to a partnership, joint venture or other analogous arrangement.
(f) Except as disclosed in Section 3.1(9)(f) of the Disclosure Letter, each Concession relating to the Property is in full force and effect and in good standing and is held free and clear of all Encumbrances, other than Permitted Encumbrances.
(g) Except (i) as disclosed in Section 3.1(9)(g) of the Disclosure Letter, or (ii) as would not reasonably be expected, individually or in the aggregate, to impact materially the operation of the Corporation
- (i) each Concession relating to the Property comprises a valid and subsisting mineral claim or concession, in each case in all material respects, and the Corporation enjoys legally enforceable access to the Property as may be required to conduct the activities of the Corporation as currently conducted;
- (ii) any and all assessment work required to be performed and filed by the Corporation in respect of the Property or under the Concessions relating to the Property has been performed and filed;
- (iii) any and all rental or royalty payments, including the Mexican Governmental Royalties, required to be paid by the Corporation in respect of the Concessions relating to the Property has been paid;
- (iv) any and all filings required to be filed by the Corporation in respect of the Property and the Concessions relating to the Property have been filed;
- (v) subject to Permitted Encumbrances and the terms and conditions set out in the Concessions, the Corporation has the exclusive right to deal with the Property and the Concessions relating to the Property;
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- (vi) subject to Permitted Encumbrances and the terms and conditions set out in the Concessions, no other person has any material interest in the Property or the Concessions relating to Property or any right to acquire any such interest;
- (vii) the Corporation has not received any notice, whether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke the Corporation's interests in the Property or the Concessions relating to the Property.
(h) The Corporation has not received notice of any pending or threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Property nor has any notice or proceeding in respect thereof been given to the First Majestic Parties or commenced, nor do the First Majestic Parties know of any intent or proposal to give any such notice or commence any such proceeding.
(i) The Property is not located within an area in which mining activities have been restricted or prohibited by the Instituto Nacional de Antropología e Historia ( National Institute of Anthropology and History of Mexico ) and there have been no archeological or historical findings in the area where the Property is located . To the knowledge of the First Majestic Parties there are no indigenous communities near to the location of, or with an interest in or claim to the Property.
(j) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect in respect of the Corporation, all work and activities carried out on the Property and the Concessions relating to the Property by the Corporation or, to the knowledge of the First Majestic Parties, by any other person appointed by the Corporation has been carried out in all material respects in compliance with all Laws, and the Corporation has not received any notice of any material breach or audit, investigation, review, or similar proceeding relating to any potential or alleged material breach of any such Laws.
(k) All payments and obligations with respect to the Existing Mortgages has been paid and satisfied in full and, to the knowledge of the First Majestic Parties, there is no valid reason to disallow a discharge of the Existing Mortgages from the Concessions.
(10) Material Contracts.
(a) Except for the Corporation Material Contracts described in Section 3.1(10)(a) of the Disclosure Letter, the Employee Plans set out in Section 3.1(15)(a) of the Disclosure Letter and the insurance policies set out in Section 3.1(16) of the Disclosure Letter, the Corporation is not a party to or bound by any Corporation Material Contract.
(b) Assuming each Corporation Material Contract is binding and enforceable against the other party or parties thereto, each Corporation Material Contract constitutes a valid and binding obligation of the respective Corporation subject only to any limitation under Laws relating to (A) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights, and (B) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Corporation is not in material default under any Corporation Material Contract. To the knowledge of the First Majestic Parties, no other party to a Corporation Material Contract is in material default under such Corporation Material Contract.

Financial Matters

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(11) Financial Statements . The Corporation Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with the preceding period, and each presents fairly in all material respects:
(a) the financial position of the Corporation as at the respective dates thereof; and
(b) the results of operations and cash flows of the Corporation for the period covered thereby.
(12) No Undisclosed Liabilities. Since December 31, 2021, the Corporation has no liabilities of the type required to be reflected as liabilities on a balance sheet prepared in accordance with IFRS, except for: (i) liabilities reflected or reserved in the Corporation Financial Statements; (ii) current liabilities incurred in the Ordinary Course and which will be repaid prior or concurrent to Closing; (iii) as disclosed in Section 3.1(12) of the Disclosure Letter; or (iv) liabilities that are not material to the Corporation.

Particular Matters Relating to the Business

(13) Environmental Matters. Except as disclosed in Section 3.1(13) of the Disclosure Letter:
(a) The Corporation is in possession of, and is and has been in material compliance with, all Environmental Permits that are required to maintain the Property as maintained as of the date hereof. All Environmental Permits have been timely renewed and, to the knowledge of the First Majestic Parties, there is no reason pursuant to which any authority in charge of renewing any such Environmental Permits, would refuse to renew, extend or, if applicable, issue a new Environmental Permit required to conduct the Business or to undertake any expansion thereto.
(b) The Corporation is in compliance in all material respects with all Environmental Laws. To the knowledge of the First Majestic Parties, no activities have been carried out by the Corporation that has caused the material release of any Hazardous Substance on, from or under the Property except as permitted by Environmental Laws.
(c) The Corporation has not been required in writing by any Governmental Entity to: (i) alter the Property in a material way in order to be in compliance with Environmental Laws; or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or postremedial investigations on, about or in connection with such property; which, in each case, has not been complied with or cured to the satisfaction of such Governmental Entity, or which remains outstanding and unresolved.
(d) Neither the First Majestic Parties nor the Corporation has received written notice from any Governmental Entity, alleging that the Corporation has been or is in violation or potentially in violation of, or liable under, any Environmental Law, or received any written request for information relating to an actual or potential violation of or liability under Environmental Law. To the knowledge of the First Majestic Parties, the Corporation is not subject to any investigation with respect to an action or potential violation of or liability under any Environmental Law, which matter remains outstanding or unresolved.
(e) Copies of all material reports and documents relating to the environmental matters affecting the Corporation or the Property, which are in the possession or under the control of the First Majestic Parties have been made available to the Purchaser.
(f) The Concessions relating to the Property are not located within any "Nature Protected Area" or "Natural Reserve", as defined in the Environmental Laws, and the First Majestic Parties have not received written notice from any Governmental Entity informing the creation of such areas or reserves where the Concessions relating to the Property are located.
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(g) The Corporation does not owe any duties, taxes or similar contributions (whether federal, state or municipal) relating to the use or supply of water, the discharge or treatment of waste waters, or the use or possession of national or government property (or as administered by Mexico's National Water Commission or by Mexico's Ministry of the Environment and Natural Resources) or otherwise. All water supplied to and used by the Corporation is supplied and used in full compliance with applicable Laws, including tax laws and Environmental Laws. All wastewater discharged by the Corporation is discharged in full compliance with applicable Laws, including tax laws and Environmental Laws. All national or government property (whether federal, state or municipal) used or possessed by the Corporation is used or possessed by them in full compliance with applicable Laws, including tax laws and Environmental Laws.
(14) Employees .
(a) Except as disclosed in Section 3.1(14)(a) of the Disclosure Letter: (i) there are no collective agreements in force with respect to workers of the Corporation (ii) no Person, other than the trade union holding title and ownership of the collective bargaining agreement in force, represents any group of workers of the Corporation with respect to negotiating terms and conditions of employment; and (iii) to the knowledge of the First Majestic Parties, no Person has applied to be certified as the bargaining agent of any employees of the Corporation and there are no threatened representation campaigns, elections or proceedings concerning union representation and/or collective bargaining agreement ownership, involving any employees of the Corporation.
(b) There is no labour strike, call for strike, dispute, work slowdown, lock-out, stoppage or claim for denial of rights under the Facility-Specific Rapid-Response Labor Mechanism of the United States-Mexico-Canada Agreement (USMCA), pending or involving or, to the knowledge of the First Majestic Parties, threatened, against the Corporation, and no such event has occurred within the last three years.
(c) To the knowledge of the First Majestic Parties, the Corporation (A) directly employs all of the employees engaged in the operation, same who are enrolled before the Mexican Institute of Social Security with the salary corresponding to their earnings according to applicable Laws, and (B) does not subcontract personnel or services that constitute the Corporation’s core business activities. There are no simulated acts to cover real employment relationships or elude social security and tax payments. The Corporation pays all wages and benefits directly to its employees under regular payroll processes.
(d) Section 3.1(14)(d) of the Disclosure Letter includes a census of the Corporation employees engaged in the Operation, indicating (i) name or anonymized personal identifier, (ii) position, (iii) commencement of service date, (iv) current base salary or wage rate, (v) annual total target cash, (vi) whether full- or part-time, and (vii) whether active or on leave (and, if on leave, the nature of the leave and the expected return date).
(e) With respect to its employees, (i) the Corporation has complied in all material respects with each applicable Laws, including those relating to workplace violence and harassment, child labor, forced labor, anti-discrimination, equal employment opportunities, employee classification and independent contractors, profit sharing and health and safety regulations, and (ii) there are no material violations of (A) any other Laws respecting the hiring, hours, wages, employment, promotion, termination or benefits of any employee, (B) any other applicable social security Laws, and (C) all applicable Laws relating to the subcontracting of personnel and/or of specialized works or services.
(f) Except as disclosed on Section 3.1(14)(a) of the Disclosure Letter, no employee of the Corporation has any written agreement as to length of notice or termination payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or termination.
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(g) Except as disclosed on Section 3.1(14)(g) of the Disclosure Letter, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Corporation pursuant to any workplace inspection or audit, including without limitation those pertaining to occupational health and safety and social security legislation, and there are no orders under applicable Laws relating to the Business which are currently outstanding.
(h) This Section 3.1(14) and Section 3.1(15) contain the only representations and warranties of the First Majestic Parties with respect to labour and employment matters, and no other representation or warranty of the First Majestic Parties contained in this Agreement shall be construed to relate to such matters.
(15)

Employee Plans.

(a) Section 3.1(15)(a) of the Disclosure Letter lists all Employee Plans, including any related trust agreement or other funding instrument with respect to any such Employee Plans and the most recent summary plan description for each Employee Plan for which a summary plan description is required by applicable Laws.
(b) All Employee Plans have been established, registered and administered in compliance in all material respects with the terms of each Employee Plan and all Laws.
(c) The Corporation has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance in all material respects with the terms of each Employee Plan and Laws.
(d) Except as disclosed on Section 3.1(15)(d) of the Disclosure Letter and other than routine claims for benefits, no Employee Plan is subject to any pending action, examination, claim (including claims for Taxes) or any other proceeding initiated by any Person.
(e) Except as set forth in Section 3.1(15)(e)of the Disclosure Letter, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (i) entitle any employee to any compensation or benefit; or (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits for any employee or trigger any other obligation under any Employee Plan.
(f) This Section 3.1(15) contains the only representations and warranties of the First Majestic Parties with respect to Employee Plans, and no other representation or warranty of the First Majestic Parties contained in this Agreement shall be construed to relate to such matters.
(16) Insurance. Section 3.1(16) of the Disclosure Letter lists the insurance policies which are maintained by the Corporation. The Corporation is not in material default with respect to the payment of any premiums under any insurance policy, and the Corporation has not failed to give any material notice or to present any material claim under any insurance policy in a due and timely fashion.
(17) Litigation. Except as described in Section 3.1(17) of the Disclosure Letter, as of the date hereof, there are no material actions, suits, proceedings, grievances, arbitrations, investigations, audits or other alternative dispute resolution processes involving the Corporation pending or, to the knowledge of the First Majestic Parties, threatened in writing against the Corporation.
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(18) Taxes.

Except as disclosed in Section 3.1(18) of the Disclosure Letter:

(a) The Corporation has paid all Taxes which are due and payable within the time required by Law (taking into account any extensions of time within which to file), and has paid all assessments and reassessments the Corporation has received in respect of Taxes.
(b) The Corporation has withheld and collected all amounts required by Law to be withheld or collected by it on account of Taxes, and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under Law.
(c) The Corporation has filed, or caused to be filed with the appropriate Governmental Entity, all Tax Returns which are required to be filed by them. Such Tax Returns reflect accurately all liability for Taxes of the Corporation for the periods covered thereby.
(d) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes, or the filing of any Tax Return or the payment of Taxes by, the Corporation.
(e) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending or threatened against the Corporation in respect of Taxes.
(f) Notwithstanding any other provision of this Agreement, (i) the representations and warranties contained in this Section 3.1(18) constitute the sole and exclusive representations and warranties of the First Majestic Parties related to any Taxes or Tax Returns, and (ii) no representation or warranty is made with respect to the existence, amount of or availability of any Tax attribute.
(19) Anti-Corruption and Anti-Bribery Laws. None of the First Majestic Parties, the Corporation nor any of their Affiliates nor to the knowledge of the First Majestic Parties, any of their respective directors, officers, employees or agents has taken any action that would cause the First Majestic Parties, the Corporation or their Affiliates to be in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation in any jurisdiction in which it conducts its business and to which it is subject. No proceedings under any such law are pending against or affecting the First Majestic Parties, the Corporation or any of their Affiliates nor, to the knowledge of the First Majestic Parties, are any threatened. The Operations of the First Majestic Parties, the Corporation and their Affiliates are, and have been conducted at all times in material compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity to which the First Majestic Parties, the Corporation or their Affiliates are subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), (collectively, the " Money Laundering Laws "), and no action, suit or proceeding by or before any Governmental Entity or body or arbitrator involving the First Majestic Parties, the Corporation or their Affiliates with respect to the Money Laundering Laws is to the knowledge of the First Majestic Parties, pending or threatened.
(20) Brokers. Except as disclosed in Section 3.1(20) of the Disclosure Letter, no broker, agent or other intermediary is entitled to any fee, commission or other remuneration in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Corporation or the First Majestic Parties.
(21) Disclaimer of Warranties. Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of the Parties that neither the First Majestic Parties, the Corporation nor any other
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Person is making any representation or warranty whatsoever, express or implied, with respect to the Corporation, or its assets, operations, liabilities, condition (financial or otherwise) or prospects (including any implied warranty or representation as to the accuracy or completeness of any information provided or made available to the Purchaser or any of its Affiliates or its or their respective representatives, or as to the value, condition, merchantability or suitability of any of those assets of the Corporation), beyond those expressly given in this Section 3.1. In particular, and without limiting the foregoing, it is understood and agreed that except for the representations and warranties made by the First Majestic Parties in this Section 3.1, neither the First Majestic Parties, the Corporation nor any other Person makes or has made any representation or warranty to the Purchaser or any of its Affiliates or its or their respective representatives with respect to (i) any estimates, projections, forecasts or other prospective information relating to the business or the Corporation, or (ii) any other oral or written materials or information that has been or shall hereafter be provided or made available to the Purchaser or any of its Affiliates, or its or their respective representatives.

Section 3.2 Representations and Warranties Relating to the First Majestic Parties.

The First Majestic Parties represent and warrant with respect to themselves as follows to the Purchaser and acknowledge that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Purchased Assets:

(1) Formation and Qualification. Each First Majestic Party is a corporation validly formed and existing and in good standing under the Laws of its jurisdiction of incorporation. Each First Majestic Party has the corporate power and authority to own and operate its property, carry on its business, and enter into and perform its obligations under this Agreement.
(2) Authorization. The execution and delivery of, and performance by, the First Majestic Parties of this Agreement, and the consummation of the transactions contemplated hereby, have been authorized by all necessary corporate action on the part of the First Majestic Parties.
(3) No Conflict. Except for the filings, notifications and Authorizations described in Section 3.1(1) of the Disclosure Letter, the consents, approvals and waivers described in Section 3.1(2) of the Disclosure Letter, the execution and delivery of, and performance by, the First Majestic Parties of this Agreement, and the consummation of the transactions contemplated hereby:
(a) do not and will not constitute or result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of the First Majestic Parties' constating documents;
(b) do not and will not constitute or result in a breach or a violation of, or conflict with or allow any Person to exercise any rights under, any Contract to which the First Majestic Parties are a party, in each case which would not have a Material Adverse Effect;
(c) do not and will not result in a breach or a violation, or cause the termination or revocation, of any Authorization held by the First Majestic Parties that is necessary to the ownership by it of its Purchased Assets; and
(d) do not and will not result in the material violation of any Law.
(4) Required Authorizations. Except as disclosed in Section 3.1(1) of the Disclosure Letter, no filing with, notice to or Authorization of any Governmental Entity is required on the part of the First Majestic Parties as a condition to the lawful completion of the transactions contemplated by this Agreement where the failure to make the filing, give the notice or obtain the Authorization would have a Material Adverse Effect.
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(5) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the First Majestic Parties, and constitutes a legal, valid and binding obligation of the First Majestic Parties, enforceable against them in accordance with its terms subject only to any limitation under Laws relating to: (a) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(6) No Other Agreements to Purchase. Except for the Purchaser's right under this Agreement, no Person has any written or oral agreement, option or warrant, or any other right or privilege capable of becoming such (whether by Law, pre-emptive or contractual right), for the purchase or acquisition from Corporation of the Purchased Assets.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

The Purchaser represents and warrants as follows to the First Majestic Parties, and acknowledges and confirms that the First Majestic Parties are relying on such representations and warranties in connection with the sale by the Corporation of the Purchased Assets:

(1) Incorporation and Qualification. The Purchaser is a corporation validly existing and in good standing under the Laws of Canada. The Purchaser has the corporate power and authority to own and operate its property, carry on its business, and enter into and perform its obligations under this Agreement.
(2) Authorization. The execution and delivery of, and performance by, the Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, have been authorized by all necessary corporate action on the part of the Purchaser.
(3) No Conflict. The execution and delivery of, and performance by, the Purchaser of this Agreement and the consummation of the transactions contemplated hereby:
(a) do not and will not constitute or result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of the Purchaser's constating documents or by-laws;
(b) do not and will not constitute or result in a breach or a violation of, or conflict with or allow any Person to exercise any rights under, any Contract to which the Purchaser is a party in each case which would not have a Material Adverse Effect; and
(c) do not result in the violation of any Law.
(4) Required Authorizations. Except for approval of the Stock Exchange and the Mexican Regulatory Approval, no notice to or Authorization of any Governmental Entity is required on the part of the Purchaser as a condition to the lawful completion of the transactions contemplated by this Agreement.
(5) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject only to any limitation under Laws relating to: (a) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights; and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(6) Capitalization of Purchaser.
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(a) The authorized share capital of Purchaser consists of an unlimited number of common shares, of which, as of the date hereof, 216,324,566 are issued and outstanding. As of the date hereof, the Purchaser has 20,268,000 outstanding convertible securities, each of which is exercisable for one common share. Other than the foregoing, no Person has any written or oral agreement, option or warrant, or any other right of privilege capable of becoming such (whether by Law, pre-emptive right or contract), for the purchase, subscription, allotment or issuance of any of the unissued shares or other equity securities of the Purchaser. All outstanding Golden Tag Shares have been duly authorized, are validly issued as fully paid and non-assessable, and were issued in compliance with the articles of Purchaser and all applicable Laws.
(b) The Consideration Shares will, when issued and delivered, be duly and validly issued by Purchaser as fully paid and non assessable shares and will not be issued in violation of the terms of any agreement or other understanding binding upon Purchaser at the time that such shares are issued and will be issued in compliance with the constating documents of Purchaser and all applicable Laws.
(c) Purchaser or one or more of the subsidiaries is the sole beneficial and registered owner of all the outstanding shares in the capital of each of the subsidiaries, with good and marketable title thereto, free and clear of all Encumbrances.
(d) Except for equity compensation granted by Purchaser pursuant to long term equity incentive or employee compensation plans and except as disclosed in the Purchaser Public Disclosure Record, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of Purchaser or any of its subsidiaries or obligating Purchaser or any of its subsidiaries to issue or sell any shares of capital stock of, or any other interest in, Purchaser or any of its subsidiaries.
(7) Reporting Issuer Status and Listing . Purchaser is a reporting issuer (within the meaning of Securities Laws) in good standing in the Provinces of British Columbia and Alberta, is not on the list of defaulting issuers as maintained by the Securities Authorities in such jurisdictions for a default of any requirement of any Securities Laws, and no order ceasing or suspending trading in any of the securities of Purchaser has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Purchaser, contemplated or threatened by any regulatory authority. The Golden Tag Shares are listed and posted for trading on the Stock Exchange and are traded on the OTCQB. The Golden Tag Shares are not listed on any other market. Purchaser is in compliance in all material respects with the rules and policies of the Stock Exchange and, to the knowledge of Purchaser, no inquiry, review or investigation (formal or informal) or other proceedings involving Purchaser that may operate to prevent or restrict trading of any securities of Purchaser are currently in progress or pending before the Stock Exchange or any Securities Authority.
(8) Public Filings. Purchaser has filed all material documents required to be filed by it in accordance with applicable Securities Laws and the rules and policies of the Stock Exchange. All such documents and information comprising the Purchaser Public Disclosure Record, as to their respective dates (and the dates of any amendments thereto), (i) did not contain any misrepresentation, and (ii) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the Purchaser Public Disclosure Record required to be made have been filed on a timely basis with the Securities Authorities and the Stock Exchange. Purchaser has not filed any confidential material change report with any Securities Authority or the Stock Exchange that at the date of this Agreement remains confidential. There has been no change in a material fact or a material change (as such terms are defined under Securities Laws) in any of the information contained in the Purchaser Public Disclosure Record.
(9) Absence of Changes. Since the date of the Purchaser Financial Statements, the business of Purchaser has been conducted only in the Ordinary Course and there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of Purchaser.
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(10) Ownership of Assets . Other than as disclosed in the Purchaser Public Disclosure Record, Purchaser directly or indirectly owns or leases the material properties, business and assets or the interests in the material properties, business or assets referred to in the Purchaser Public Disclosure Record, no party is challenging or disputing the title of Purchaser or any of its subsidiaries to any such material properties, business or assets and all agreements by which Purchaser or any of its subsidiaries holds an interest in its material properties, business or assets are in good standing according to their terms and the properties are in good standing under the applicable Laws of the jurisdictions in which they are situated.
(11) Compliance with Laws. The Purchaser is conducting its business in compliance in all material respects with all Laws.
(12) Material Contracts. Other than as disclosed in the Purchaser Public Disclosure Record, the Purchaser is not a party to any Purchaser Material Contract.; Assuming each Purchaser Material Contract is binding and enforceable against the other party or parties thereto, each Purchaser Material Contract constitutes a valid and binding obligation of the Purchaser except: (i) subject only to any limitation under Laws relating to (A) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights, and (B) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; and (ii) where the failure to be so valid, binding and enforceable would not reasonably be expected to have a Material Adverse Effect. The Purchaser is not in default under any Purchaser Material Contract, except where such breach or default would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Purchaser, no other party to a Purchaser Material Contract is in default under any Purchaser Material Contract, except where such breach or default would not reasonably be expected to have a Material Adverse Effect.
(13) Anti-Corruption and Anti-Bribery Laws. None of the Purchaser nor any of its Affiliates nor to the knowledge of the Purchaser, any of its respective directors, officers, employees or agents has taken any action that would cause the Purchaser or its Affiliates to be in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation in any jurisdiction in which it conducts its business and to which it is subject. No proceedings under any such law is pending against or affecting the Purchaser or any of its Affiliates nor, to the knowledge of the Purchaser, are any threatened. The operations of the Purchaser and its Affiliates are, and have been conducted at all times in material compliance with the financial record-keeping and reporting requirements of Money Laundering Laws, and no action, suit or proceeding by or before any Governmental Entity or body or arbitrator involving the Purchaser or its Affiliates with respect to the Money Laundering Laws is to the knowledge of the Purchaser, pending or threatened.
(14) Taxes.
(a) The Purchaser has paid all Taxes which are due and payable within the time required by Law (taking into account any extensions of time within which to file), and has paid all assessments and reassessments the Purchaser has received in respect of Taxes.
(b) The Purchaser has withheld and collected all amounts required by Law to be withheld or collected by it on account of Taxes, and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under Law.
(c) The Purchaser has filed, or caused to be filed with the appropriate Governmental Entity, all Tax Returns which are required to be filed by them. Such Tax Returns reflect accurately all liability for Taxes of the Purchaser for the periods covered thereby.
(d) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending or threatened against the Purchaser in respect of Taxes.
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(e) Notwithstanding any other provision of this Agreement, (i) the representations and warranties contained in this Section 4.1(14) constitute the sole and exclusive representations and warranties of the Purchaser related to any Taxes or Tax Returns, and (ii) no representation or warranty is made with respect to the existence, amount of or availability of any Tax attribute.
(15) Financial Statements. The Purchaser Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with the preceding period, and each presents fairly in all material respects:
(a) the financial position of the Purchaser as at the respective dates thereof; and
(b) the results of operations and cash flows of the Purchaser for the period covered thereby.
(16) Litigation. As of the date hereof, there are no material actions, suits, proceedings, grievances, arbitrations, investigations, audits or other alternative dispute resolution processes involving the Purchaser pending or, to the knowledge of the Purchaser, threatened in writing against the Purchaser.
(17) Brokers. No broker, agent or other intermediary is entitled to any fee, commission or other remuneration in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

Except (1) as expressly contemplated by this Agreement or the Disclosure Letter (2) as may be required by Law or a Governmental Entity, (3) as consented to by the Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (4) actions disclosed in Section 5.1 of the Disclosure Letter; or (5) actions required to reasonably and prudently respond to an emergency or disaster or epidemic (including the right to take forthwith any action required to ensure the safety and integrity of the Business and the employees and if any such actions shall be taken, the First Majestic Parties shall forthwith advise the Purchaser in writing of same, with full particulars), during the Interim Period, the First Majestic Parties shall:

(1) cause the Corporation to conduct, the Business in the Ordinary Course and use commercially reasonable efforts to preserve intact the Business (including all rights to the Property and any renewals thereof), organization and goodwill and to maintain relationships with its counterparties and communities;
(2) not cause nor permit the Corporation to, sell, transfer, dispose of, lease, encumber, relinquish or abandon any Purchased Asset, except: (i) in the Ordinary Course (including the sale of production and inventory); or (ii) sales, transfers or dispositions of assets, rights or properties that do not exceed $50,000 individually or $200,000 in the aggregate (excluding those sales described in clause (i));
(3) not cause nor permit the Corporation to enter into any collective agreement covering any of the employees;
(4) not cause nor permit the Corporation to amend, increase the benefits under or terminate any Employee Plan that provides benefits to any current or former employees, or adopt an employee benefit plan that would be an Employee Plan in each case, other than in the Ordinary Course;
(5) not cause nor permit the Corporation to grant to any employee or amend any existing right to any severance, retention, change in control or similar payment;
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(6) not cause nor permit the Corporation to grant to any employee an increase in salary, except in the Ordinary Course of First Majestic Parties or as is necessary to comply with applicable Laws or an existing employment agreement;
(7) not cause nor permit the Corporation to hire any new employee or dismiss any employee, except (i) the termination of any employee for cause or other performance issues under applicable Laws or (ii) the hiring of any person to fill an existing vacancy or to replace any employee that has resigned or has been terminated;
(8) not cause nor permit the Corporation to make any material change in its methods of accounting, except as required by IFRS;
(9) not cause nor permit the Corporation to enter into any agreement creating a joint venture or partnership or effecting a business combination or other similar arrangement with another Person;
(10) not cause nor permit the Corporation to amend in any material respect, or enter into or terminate any Corporation Material Contract, other than as set out in this Agreement;
(11) not cause nor permit the Corporation to waive, release, relinquish, terminate, grant or transfer any material rights under any Transferable Authorizations;
(12) not cause nor permit the Corporation to take any voluntary steps to dissolve, wind up or otherwise affect the Corporation's organizational existence;
(13) not cause or permit the Corporation to attempt or agree to do any of the foregoing matters listed in paragraphs (2) through (12) above, as applicable.

Section 5.2 Access to Information.

Subject to applicable Law, during the Interim Period, the First Majestic Parties will, and will cause the Corporation to, upon reasonable written notice, permit the Purchaser, its legal counsel, accountants and other representatives, to have reasonable access during normal business hours to the premises, assets, Contracts, books and records, and senior personnel of the Corporation; provided, that such access does not unduly interfere with the conduct of the business. The Purchaser may not conduct any invasive environmental testing or assessments without the prior written consent of the First Majestic Parties.

Section 5.3 Technical Report.

Prior to the Closing Date and as soon as reasonably practicable, the First Majestic Parties will provide the Purchaser with the technical information, to the extent in possession of or available to the First Majestic Parties, necessary for the Purchaser to cause an independent third party technical consultant to prepare a current independent technical report for the Property prepared in accordance with the requirements of NI 43-101 and the Stock Exchange provided that all such information shall otherwise be treated as confidential.

Section 5.4 Actions to Satisfy Closing Conditions.

Subject to this Article 5, the First Majestic Parties will use their commercially reasonable efforts to cause the conditions set forth in Section 7.1 to be satisfied, and the Purchaser will use its commercially reasonable efforts to cause the conditions set forth in Section 7.2 to be satisfied.

Section 5.5 Requests for Consents, Approvals and Waivers.

The First Majestic Parties will use their commercially reasonable efforts to obtain, or cause to be obtained, prior to Closing, the consents, approvals and waivers described in Section 3.1(2) of the Disclosure

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Letter; provided that no First Majestic Party is under any obligation to pay any money, incur any obligations, commence any legal proceedings, or offer or grant any accommodation (financial or otherwise) to any third Person in order to obtain such consents, approvals and waivers. The Purchaser will co-operate in obtaining such consents, approvals and waivers, including by providing information relating to the Purchaser as is reasonably requested by a third Person in order to grant its consent, approval or waiver.

Section 5.6 Filings and Authorizations.

(1) Each of the First Majestic Parties and the Purchaser, as promptly as practicable after the execution of this Agreement, shall use their reasonable efforts to make all filings with, give all notices to and obtain all Authorizations from Governmental Entities that are necessary for the lawful completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Purchaser shall take, or cause to be taken, all actions and to do or cause to be done, all things reasonably necessary to obtain the consent of the Stock Exchange prior to the Closing Date in respect of the completion of the transactions contemplated by this Agreement including the issuance of the Consideration Shares.
(2) Each of the First Majestic Parties and the Purchaser will use their reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to all filings, submissions, and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation.
(3) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.6, including providing each other with advance copies and a reasonable opportunity to comment on all notices, filings, submissions, correspondence and information proposed to be supplied to or filed with any Governmental Entity, and providing each other promptly with all notices and correspondence received from any Governmental Entity. Each Party will provide to the other Party or Parties, as applicable, and its or their respective counsel, advance notice of and a reasonable opportunity to attend and participate in any meetings, discussions, telephone calls or correspondence with a Governmental Entity. To the extent that any information or documentation to be provided by the First Majestic Parties to the Purchaser pursuant to this Section 5.6 is competitively sensitive, such information may be provided only to external counsel of the Purchaser on an external counsel only basis.

Section 5.7 Purchaser Meeting.

If the Purchaser is required by the Stock Exchange or any other Securities Authority to hold the Purchaser Meeting in order to complete the transactions contemplated by this Agreement:

(1) Purchaser agrees to convene and conduct the Purchaser Meeting in accordance with applicable securities Laws and the policies of the Stock Exchange as soon as practicable following the date of this Agreement;
(2) Purchaser will use its commercially reasonable efforts to solicit proxies in favour of the Acquisition Resolution and against any resolution submitted by any person that is inconsistent with, or which seeks (without the First Majestic Parties' consent) to hinder or delay the Acquisition Resolution and the completion of the transactions contemplated by this Agreement;
(3) Purchaser will permit the First Majestic Parties to, on behalf of management of Purchaser, directly or through a soliciting dealer, actively solicit proxies in favour of the Acquisition Resolution in compliance with applicable Laws and Purchaser shall disclose in the Purchaser Circular that the First Majestic Parties are permitted to make such solicitations;
(4) Purchaser will provide the First Majestic Parties with copies of or access to information regarding the Purchaser Meeting generated by any dealer or proxy solicitation firm, as may be reasonably requested by the First Majestic Parties from time to time; and
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(5) Purchaser will advise the First Majestic Parties as the First Majestic Parties may reasonably request as to the tally of the proxies received by Purchaser in respect of the Acquisition Resolution.

Section 5.8 Purchaser Circular.

If the Purchaser is required by the Stock Exchange or any other Securities Authority to hold the Purchaser Meeting in order to complete the transactions contemplated by this Agreement:

(1) Purchaser shall prepare the Purchaser Circular, in consultation with the First Majestic Parties in compliance with applicable securities Laws and file the Purchaser Circular as soon as practicable in all jurisdictions where the same is required to be filed and in accordance with all applicable Laws, in all jurisdictions where the same is required, complying with all applicable Laws on the date of mailing thereof;
(2) the First Majestic Parties will furnish to Purchaser all such information regarding the Corporation, the Property and the Business, as may be reasonably required by Purchaser in the preparation of the Purchaser Circular and other documents related thereto. The First Majestic Parties shall ensure that no such information will include any misrepresentation and shall constitute full, true and plain disclosure of such information concerning the Corporation, the Property and the Business;
(3) the First Majestic Parties and their legal counsel shall be given a reasonable opportunity to review and comment on the Purchaser Circular, prior to the Purchaser Circular being printed and mailed to shareholders of the Purchaser and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the First Majestic Parties and its counsel, provided that all information relating solely to the Corporation, the Property and the Business included in the Purchaser Circular shall be in form and content satisfactory to First Majestic Parties, acting reasonably. Purchaser shall provide the First Majestic Parties with a final copy of the Purchaser Circular prior to mailing to shareholders of the Purchaser; and
(4) Purchaser and the First Majestic Parties shall each promptly notify the other if at any time before the Closing Date it becomes aware (in the case of Purchaser only with respect to Purchaser or this Agreement and in the case of the First Majestic Parties only with respect to the Corporation, the Property or the Business) that the Purchaser Circular contains a misrepresentation or that otherwise requires an amendment or supplement to the Purchaser Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Purchaser Circular, as required or appropriate, and Purchaser shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Purchaser Circular to shareholders of the Purchaser and, if required by applicable Laws, file the same with the Securities Authorities and as otherwise required.

Section 5.9 Notice of Certain Events.

The First Majestic Parties and the Purchaser agree that, subject to applicable Laws, each shall provide the other prompt notice in writing of:

(1) any notice or communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement;
(2) any material notice or communication from any Governmental Entity in connection with the transactions contemplated by this Agreement;
(3) any material action, suit, proceeding, arbitration, claim or demand commenced or threatened against it (in the case of the First Majestic Parties, the Corporation) which relates to the consummation of the transactions contemplated by this Agreement; and
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(4) any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied under this Agreement and copies of all documents related thereto, provided that the giving of any such notice shall not in any way change or modify the representations and warranties of the First Majestic Parties, the Purchaser, or any conditions in favour of the First Majestic Parties or the Purchaser, contained in this Agreement or otherwise affect the remedies available to the First Majestic Parties and the Purchaser under this Agreement.

Section 5.10 Contact with Customers, Suppliers and Other Business Relations.

During the Interim Period, the Purchaser hereby agrees that it is not authorized to and shall not, and shall not permit any of its employees, agents, representatives or Affiliates to, contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of the Corporation regarding the Corporation, its business or the transactions contemplated by this Agreement, in each case, without the prior written consent of the First Majestic Parties (which may be withheld, conditioned or delayed in the First Majestic Parties' sole discretion).

Section 5.11 Exclusivity.

From the date hereof the First Majestic Parties shall cease (and shall cause each of the Corporation and all Affiliates thereof to cease) all existing discussions or negotiations with third parties (other than Purchaser and its Affiliates) relating to the sale of the Purchased Assets, the Corporation or any part of the Property, and will not, directly or indirectly, commence or continue discussions or negotiations with any such third party and will not directly or indirectly, solicit, initiate or knowingly encourage any offer for all or any of the Purchased Assets or the Corporation or any part of the Property, until the termination of this Agreement in accordance with its terms. In the event that any of the First Majestic Parties, the Corporation or any Affiliates thereof are approached during the foregoing period by any person inquiring in relation to the sale of the Purchased Assets, the Corporation or any part of the Property, the First Majestic Parties shall promptly provide notice to the Purchaser of such circumstance and their nature. From and after the Closing, the First Majestic Parties agree to use their commercially reasonable efforts to enforce their rights under any confidentiality or non-disclosure agreement entered into in connection with the potential sale of all or part of the Corporation for the benefit of the Purchaser.

Section 5.12 Purchaser Financing.

The First Majestic Parties agree to provide such information as is reasonably requested by the Purchaser to assist with the Purchaser Financing.

ARTICLE 6 ADDITIONAL AGREEMENTS

Section 6.1 Employment Matters.

(1) Employer Substitution Process. On the Closing Date, the Corporation, as substituted employer ( patrón sustituido ), shall transfer to the Purchaser or its designee, and Purchaser or its designee, as substitute employer ( patrón sustituto ), shall assume the employment relationships of the Employees listed in the Employee Census under Section 3.1(18)(e) of the Disclosure Letter, in accordance with all applicable requirements under Article 41 of the Mexican Federal Labor Law ( Ley Federal del Trabajo ). No severance or any other concept shall be payable or paid to any Employees pursuant to such Employer Substitution Process by either the Corporation, Purchaser, or its designee.
(2) For purposes of formalizing the Employer Substitution Process, the Corporation and Purchaser or its designee shall (i) enter into an employer substitution agreement (the " Employer Substitution Agreement "), in a form reasonably agreed by the Parties, and (ii) deliver to each Employee and the union holding title and ownership of the collective bargaining agreement in force, an individualized written employer substitution notice (the “ Employer Substitution Notice ”), in a form reasonably agreed by the Parties.
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(3) As of the Closing Date, the Parties and the union shall enter into an assignment agreement (the " Union Assignment Agreement "), in a form reasonably agreed by the Parties, whereby the Purchaser or its designee shall assume all obligations of the Corporation under the collective bargaining agreement in force, listed under Section 3.1(14)(a) of the Disclosure Letter, applicable to the unionized Employees. The Parties and the union shall use commercially reasonable efforts to file the Union Assignment Agreement and the Employer Substitution Agreement with the competent labor authorities.
(4) Purchaser or its designee shall continue to employ the Employees in accordance with the terms and conditions of employment mutually agreed with the Corporation prior to Closing Date, including with respect to hiring date, seniority, job position or title, location, work shift, salary, benefits, vacation entitlement, bonus entitlement and any other compensation. The Purchaser or its designee shall accord to such employees the service credits and seniority accumulated by such employees while in the employment of the Corporation.
(5) The Corporation and Purchaser or its designee expressly acknowledge and agree that during the sixmonth joint liability period set forth in, and pursuant to, Article 41 of the Mexican Federal Labor Law, the Corporation shall be jointly responsible for the employment liabilities in connection with the Employees that relate to the period prior to Closing Date. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that, subject to the provisions of this Section 6.1, the Employee Obligations are Assumed Liabilities under the terms of this Agreement.
(6) For social security purposes, Employees shall be transferred through the following process: (i) Purchaser or its designee shall enroll Employees in the social security mandatory regime before the Mexican Social Security Institute (“ IMSS ”) in Mexico within five (5) Business Days following the Closing Date, under Purchaser’s or its designee employer’s ID registration number; and (ii) thereafter, the Corporation shall submit the discharge of such Mexican Employees from the social security mandatory regime before the IMSS.
(7) To the extent that it is not legally permissible to transfer the employment relationship of any Employee on Closing Date, including for such cases in which an Employee is under a temporary disability leave (including sick or maternity leave) duly certified by the IMSS or any other situation that makes it legally impermissible to transfer such employment, the Corporation and Purchaser or its designee shall each reasonably cooperate to transfer such Employee(s) as soon as legally practicable after the Closing Date; provided that any costs associated with such Transferred Employee(s) shall be assumed by the Corporation until the actual transfer to Purchaser or its designee takes place.
(8) The Corporation shall remain solely and exclusively liable in connection with any social security and employment related tax Liabilities pursuant to applicable Law, with respect to the Employees that relate to the period prior to the Closing Date (or, if Section 6.1(7) applies, the period prior to the date on which the employment relationship is effectively transferred to Purchaser, or its designee). Purchaser or its designee shall be solely and exclusively liable in connection with any social security and employmentrelated tax Liabilities pursuant to applicable Law, with respect to the Employees that relate to any period on or following the Closing Date (or, if Section 6.1(7)applies, the period on or following the date on which the employment relationship is effectively transferred to Purchaser).
(9) For the avoidance of doubt, the Corporation shall remain solely and exclusively liable in connection with Employees’ profit-sharing rights ( participación de los trabajadores en las utilidades de las empresas ) pursuant to the Mexican Federal Labor Law, with respect to the Employees, which relate to the period before the Closing Date (or, if Section 6.1(7)applies, the period prior to the date on which the employment relationship is effectively transferred to Purchaser, or its designee). Purchaser or its designee shall be solely and exclusively liable in connection with Profit Sharing rights of the Employees transferred to Purchaser, or its designee, as a result of the Employer Substitution Process, which relate to any period on or following the Closing Date (or, if Section 6.1(7)applies, the period on or following the date on which the employment relationship is effectively transferred to Purchaser).
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(10) For the avoidance of doubt, the Corporation shall remain solely and exclusively liable in connection with the labor claims disclosed in Section 3.1(17) of the Disclosure Letter.

Section 6.2 Transition Services Agreement

As of the Closing Date, the Parties shall enter into a transition services agreement (the " Transition Services Agreement ") in form and substance satisfactory to the Parties, to facilitate the transfer of the Business and certain of the Purchased Assets from the Corporation to the Purchaser. The Transition Services Agreement shall, without limitation, provide for the orderly transition of the Non-Transferable Authorizations, the cooperation between the Parties in order to file the registration of the assignment of the corresponding Transferable Authorization, or when the such assignment is not possible, the cancellation of and application for the Non-Transferable Authorizations, the Employee Plans, the IT operations between the First Majestic Parties and the Purchaser including the payroll and SAP system, and the provision of security services on terms to be mutually agreed. The Transition Services Agreement shall provide an indemnity in favour of the Corporation in respect of all services provided thereunder.

Section 6.3 Plan Assets

The Parties acknowledge and agree that on the Closing Date the Corporation shall transfer to the Purchaser all monies and cash equivalents, and the Purchaser shall assume all Liabilities, in respect of Plan Assets that are held in trust by or on behalf of the Corporation at the Effective Time in respect of (i) the Employee seniority premiums, (ii) the Employee savings fund held by Estrategia Tecnologica Patrimonal, A.C. (Odessa) ( iii) the Employee savings plan, (iv) the Christmas Bonus and (v) the vacation premium, and such Plan Assets will form part of the Purchased Assets. Provided that the Corporation has not breached Section 3.1(15), the Corporation will not fund and will not be required to fund any shortfall or any accrual amount that may exist in connection with the Plan Assets whether arising under applicable Law or the terms of the applicable Plan Asset as at the Closing Date. The Corporation shall transfer to the Purchaser, upon receipt from the Purchaser of written notice that the applicable account or accounts and other arrangements necessary in order to establish the Plan Assets by the Purchaser are in place, all monies and cash equivalents held in trust by or on behalf of the Corporation. Each of the Purchaser and the Corporation will cooperate and act in good faith in order to effect the transfer of the Plan Assets and the assumption by the Purchaser of the Liabilities associated therewith in the manner herein provided in an efficient and seamless manner.

Section 6.4 Business Acquisition Report

The First Majestic Parties agree to provide such reasonable cooperation and assistance as Purchaser may request with the preparation and filing of a Business Acquisition Report, if deemed necessary, to comply with any Stock Exchange requirements or other requirements of applicable Law. In connection with this, the First Majestic Parties shall furnish the Purchaser with all such financial, operating and other data and information related to the Corporation as the Purchaser may reasonably request, including using commercially reasonable efforts to cause the auditors to assist the Purchaser.

Section 6.5 Existing Mortgages

Both prior to the Closing Date and, if necessary, following the Closing Date, the First Majestic Parties shall use commercially reasonable efforts to cause the discharge of the Existing Mortgages from the Concessions including, without limitation, seeking an Order under Mexican Laws that the Existing Mortgages are invalid and shall be discharged from the Concessions.

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ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Assets is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser, and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(1) Truth of Representations and Warranties. Except as permitted by Section 5.7, the representations and warranties of the First Majestic Parties contained in this Agreement shall be true and correct (without regard to materiality or Material Adverse Effect qualifiers contained therein) as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), except where the failure of the representations and warranties of the First Majestic Parties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the First Majestic Parties Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies). The Purchaser must receive a certificate of a senior officer of each First Majestic Party, on behalf of such First Majestic Party, and not in such officer's personal capacity, as to the matters in this Section 7.1(1).
(2) Performance of Covenants. The First Majestic Parties must have fulfilled, or complied with, in all material respects, all covenants contained in this Agreement required to be fulfilled or complied with by them at or prior to the Closing, and the Purchaser must receive a certificate of a senior officer of each First Majestic Party, on behalf of such First Majestic Party and not in such officer's personal capacity, as to the matters in this Section 7.1(2).
(3) Regulatory Approvals. The Mexican Regulatory Approval and the approval of the Stock Exchange must have been obtained.
(4) Shareholder Approvals. The Purchaser shall have obtained the approval of the shareholders of the Purchaser to such matters as may be required by the Stock Exchange.
(5) Deliveries. The Purchaser must have received the following:
(a) Bring-down Certificates – the certificates contemplated in Section 7.1(1) and Section 7.1(2);
(b) Assignment Agreement – a counterpart of the Assignment Agreement, duly executed before a notary in accordance with Mexican Law;
(c) Owned Real Property Assignment Agreement – a counterpart of the Owned Real Property Assignment Agreement, duly executed before a notary in accordance with Mexican Law;
(d) Transition Services Agreement - – a counterpart of the Transition Services Agreement;
(e) Support Agreement - – a counterpart of the Support Agreement;
(f) Employment Documents - – a counterpart of the Employment Documents;
(g) Title Opinion – a title opinion in form and substance satisfactory to the Purchaser, acting reasonably, in respect of the Property;
(h) Resolutions - resolutions of the directors or shareholders, as applicable, of the First Majestic Parties approving the sale of the Purchased Assets;
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(i) Certificate of Good Standing - a certificate of good standing (or equivalent) for the First Majestic Parties;
(j) Officer's Certificate - a certificate from a senior officer of First Majestic certifying (i) the constating documents of each of the First Majestic Parties; (ii) the incumbency of certain officers of the First Majestic Parties; and (iii) any applicable corporate authorizations of each of the First Majestic Parties relating to this Agreement and the transactions contemplated hereby;
(k) Books and Records - all Books and Records;
(l) Transfer Documents - all bills of sale, assignments and other instruments of transfer, including a list of the corresponding assigned Purchased Assets, in form and substance as reasonably required by the Purchaser to effect the transfer of the Purchased Assets to the Purchaser duly executed by the Corporation and registerable with all Governmental Entities as required to effect such transfer, which instruments of transfer will be notarized and accompanied by power of attorney where required to effect transfer in accordance with Mexican law; and
(m) Other - all other documents required to be delivered by the First Majestic Parties pursuant to the provisions of this Agreement or reasonably necessary to give effect to the transactions contemplated hereby
(6) No Legal Action. No Order by any Governmental Entity having jurisdiction over the First Majestic Parties or the Purchaser shall be in effect, and no other Law shall have been enacted or promulgated by any Governmental Entity, that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby, provided that each Party shall have taken all commercially reasonable actions to prevent the occurrence or entry of such Order or Laws and to remove or appeal such Order or Laws as promptly as possible.
(7) No Material Adverse Effect . No Material Adverse Effect in respect of the Business shall have occurred since the date of this Agreement.
(8) Purchaser Financing . The Purchaser Financing shall have been completed.

Section 7.2 Conditions for the Benefit of the First Majestic Parties.

The purchase and sale of the Purchased Assets is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the First Majestic Parties, and may be waived, in whole or in part, by the First Majestic Parties in their sole discretion:

(1) Truth of Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct (without regard to materiality qualifiers contained therein) as of the Closing Date (except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), except where the failure of the representations and warranties of the Purchaser to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect; provided, that the Purchaser Fundamental Representations shall be true and correct in all respects (other than de minimis inaccuracies). The First Majestic Parties must receive a certificate of a senior officer of the Purchaser, on behalf of the Purchaser and not in such officer's personal capacity, as to the matters in this Section 7.2(1).
(2) Performance of Covenants. The Purchaser must have fulfilled, or complied with, in all material respects, all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to Closing, and the First Majestic Parties must receive a certificate of a senior officer of the
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Purchaser, on behalf of the Purchaser and not in such officer's personal capacity, as to the matters in this Section 7.2(2).

(3) Regulatory Approvals. The Mexican Regulatory Approval and the approval of the Stock Exchange must have been obtained.
(4) Shareholder Approvals. The Purchaser shall have obtained the approval of the shareholders of the Purchaser to such matters as may be required by the Stock Exchange.
(5)
Deliveries. The First Majestic Parties must have received the following:
(a) Bring-down Certificates – the certificates contemplated in Section 7.2(1) and Section 7.2(2);
(b) Officer's Certificate - a certificate from a senior officer of the Purchaser certifying (i) the constating documents of the Purchaser, (ii) the incumbency of certain officers of the Purchaser and (iii) the resolutions of the board of directors of the Purchaser relating to this Agreement and the transactions contemplated hereby;
(c) Closing Payments – proof of payment by the Purchaser of the Purchase Price pursuant to Section 2.2 plus payment of the Transfer Tax and the certificates representing the Consideration Shares;
(d) Assignment Agreement – a counterpart of the Assignment Agreement, duly executed before a notary in accordance with Mexican Law;
(e) Owned Real Property Assignment Agreement – a counterpart of the Owned Real Property Assignment Agreement, duly executed before a notary in accordance with Mexican Law;
(f) Transition Services Agreement - – a counterpart of the Transition Services Agreement;
(g) Support Agreement - – a counterpart of the Support Agreement;
(h) Employment Documents - – a counterpart of the Employment Documents;
(i) Certificate of Status – a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government officials of its jurisdiction of incorporation dated not more than two Business Days prior to the Closing Date; and
(j) Other - all other documents required to be delivered by the Purchaser pursuant to the provisions of this Agreement or reasonably necessary to give effect to the transactions contemplated hereby.
(6) No Legal Action. No Order by any Governmental Entity having jurisdiction over the First Majestic Parties or the Purchaser shall be in effect, and no other Law shall have been enacted or promulgated by any Governmental Entity, that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby, provided that each Party shall have taken all commercially reasonable actions to prevent the occurrence or entry of such Order or Laws and to remove or appeal such Order or Laws as promptly as possible.
(7)
Purchaser Financing . The Purchaser Financing shall have been completed.
(8) Resale Restrictions . The Consideration Shares shall not be subject to any escrow or resale restrictions imposed by the Stock Exchange.
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Section 7.3 Frustration of Condition. Neither the First Majestic Parties, on the one hand, nor the Purchaser, on the other hand, may rely on the failure of any condition set forth in Section 7.1 or Section 7.2, as applicable, to be satisfied as a basis for not effecting the Closing if such failure was caused by such Party's failure to act in good faith or to use its reasonable best efforts to consummate the transactions contemplated by this Agreement, as required by Section 5.3.

ARTICLE 8 CLOSING

Section 8.1 Date, Time and Place of Closing.

The completion of the transactions of purchase and sale contemplated by this Agreement will take place remotely via the electronic exchange of documents and signatures, at 9:00 a.m. (Vancouver time) on the Closing Date, or at such other place, on such other date and at such other time as the First Majestic Parties and the Purchaser may agree in writing.

ARTICLE 9 TERMINATION

Section 9.1 Termination Rights.

This Agreement may, by notice in writing given prior to the Closing, be terminated:

(1) by mutual written consent of the First Majestic Parties and the Purchaser;
(2) by either the First Majestic Parties, on the one hand, or the Purchaser, on the other hand, if the Closing has not occurred by 5:00 p.m. (Vancouver time) on the Outside Date; provided, that a Party may not terminate this Agreement under this Section 9.1(2) if such Party has failed to perform any one or more of its material obligations or covenants under this Agreement required to be performed at or prior to Closing and the Closing has not occurred because of such failure;
(3) by either the First Majestic Parties, on the one hand, or the Purchaser, on the other hand, if there has been a material breach of any provision of this Agreement by the other Party such that the condition set forth in Section 7.1(2) or Section 7.2(2), as applicable, would not be satisfied and such breach has not been cured within the earlier of: (a) 30 days following written notice of such breach by the non-breaching Party; and (b) the Outside Date; or
(4) by either the First Majestic Parties, on the one hand, or the Purchaser, on the other hand, if any Governmental Entity having jurisdiction over the First Majestic Parties or the Purchaser has issued an Order or taken any other action, in each case, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and such Order or action has become final and non-appealable; provided, that the right to terminate this Agreement under this Section 9.1(4) shall not be available to a Party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or has primarily resulted in, such order or action; and, provided, further, that the Party seeking to terminate this Agreement under this Section 9.1(4) must have complied with its obligations under Section 5.3 and Section 5.6 in connection with such order or action.

Section 9.2 Effect of Termination.

(1) If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of nonfulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.
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(2) If this Agreement is validly terminated pursuant to Section 9.1, the Parties are released from all of their obligations under this Agreement, except that:
(a) the obligations of the Parties under Section 12.3 ( Announcements ) and Section 12.5 ( Expenses ) will survive; and
(b) if this Agreement is terminated by a Party because of a material breach of this Agreement by the other Party, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 10 INDEMNIFICATION

Section 10.1 Survival.

(1) The representations, warranties, covenants and obligations of the First Majestic Parties contained in this Agreement will survive the Closing and continue in full force and effect for the following periods (the end of each period, a " First Majestic Survival Date "):
(a) with respect to the First Majestic Parties Fundamental Representations or the Excluded Liabilities, or any claim based on fraud or willful misconduct, at any time after Closing;
(b) with respect to the representations and warranties set out in Section 3.1(13) ( Environmental Matters ), not later than 24 months after the Closing Date;
(c) with respect to the representations and warranties set out in Section 3.1(18) ( Taxes ), not later than 6 years after the Closing Date;
(d) with respect to all other representations and warranties, not later than 18 months after the Closing Date; and
(e) with respect to all of the agreements and covenants contained in this Agreement that by their nature are required to be performed after the Closing, until fully performed or fulfilled.
(2) The representations, warranties, covenants and obligations of the Purchaser contained in this Agreement will survive the Closing and continue in full force and effect for the following periods (the end of each period, a " Purchaser Survival Date "):
(a) with respect to the Purchaser Fundamental Representations or the Assumed Liabilities, or any claim based on fraud or willful misconduct, at any time after Closing; and
(b) with respect to all other representations and warranties not later than 18 months after the Closing Date.
(3) Notwithstanding Section 10.1(1) or Section 10.1(2), any representation, warranty, covenant or obligation, and any obligation or liability for indemnification or otherwise with respect thereto, that would otherwise terminate on the applicable First Majestic Survival Date or Purchaser Survival Date, will continue to survive if a Notice of Claim shall have been given under this Article 10 on or prior to such First Majestic Survival Date or Purchaser Survival Date until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article 10, but such survival shall only be with respect to the matters covered by such Notice of Claim.
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Section 10.2 Indemnification in Favour of the Purchaser.

Subject to Section 10.4, following Closing, the First Majestic Parties shall indemnify and hold harmless the Purchaser and its Affiliates and each of their respective shareholders, directors, officers, employees, agents and representatives (collectively, the " Purchaser Indemnified Party "), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against any Purchaser Indemnified Party as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(1) Breach of Representations and Warranties – any breach or inaccuracy of any representation or warranty of the First Majestic Parties in Article 3 for which a Notice of Claim under Section 10.5 has been provided to the First Majestic Parties on or prior to the applicable First Majestic Survival Date; a
(2) Breach of Covenants – any failure of the First Majestic Parties to perform or fulfill any of their covenants under this Agreement for which a Notice of Claim under Section 10.5 has been provided to the First Majestic Parties on or prior to the applicable First Majestic Survival Date; and
(3) Excluded Liabilities – any of the Excluded Liabilities for which a Notice of Claim under Section 10.5 has been provided to the First Majestic Parties on or prior to the applicable First Majestic Survival Date.

Section 10.3 Indemnification in Favour of the First Majestic Parties.

Subject to Section 10.4, following Closing, the Purchaser shall indemnify and hold harmless the First Majestic Parties and their respective shareholders, directors, officers, employees, agents and representatives, as applicable (collectively, the " First Majestic Indemnified Party "), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against any First Majestic Indemnified Party as a result of, in respect of, connected with, or arising out of, under or pursuant to:

(1) Breach of Representations and Warranties – any breach or inaccuracy of any representation or warranty of the Purchaser in Article 4 for which a Notice of Claim under Section 10.5 has been provided to the Purchaser on or prior to the applicable Purchaser Survival Date;
(2) Breach of Covenants – any failure of the Purchaser to perform or fulfill any of its covenants under this Agreement for which a Notice of Claim under Section 10.5 has been provided to the Purchaser on or prior to the applicable Purchaser Survival Date; and
(3) Assumed Liabilities – any of the Assumed Liabilities for which a Notice of Claim under Section 10.5 has been provided to the Purchaser on or prior to the applicable Purchaser Survival Date.

Section 10.4 Limitations on Indemnification Obligations.

The rights of the Indemnified Party to, and the liabilities and obligations of the Indemnifying Parties for, indemnification pursuant to Section 10.2 and Section 10.3, as applicable, are subject to the following limitations:

(1) Notwithstanding any other provision of this Agreement to the contrary, no Indemnifying Party will have any liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated Damages unless: (a) such Damages have been awarded to a third Person by a court of competent jurisdiction; and (b) in the case of any special or consequential Damages, to the extent that such Damages have been determined by a court of competent jurisdiction to be reasonably foreseeable.
(2) The First Majestic Parties and the Purchaser shall not have any liability or obligation to make any payment for Damages for indemnification or otherwise with respect to the matters described in Section 10.2 or Section 10.3, respectively, until the aggregate of all Damages suffered by, imposed upon or asserted against the Purchaser Indemnified Party or the First Majestic Indemnified Party, as applicable, with respect to such matters exceeds 0.5% of the Purchase Price (the " Deductible "), and then only for the amount by which such aggregate Damages exceed the Deductible up to an aggregate amount
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of Damages equal to 20% of the Purchase Price (the " Cap "), subject to the other limitations in this Article 10.

(3) Notwithstanding the foregoing:
(a) the Deductible shall not apply to: (i) any claim pursuant to Section 10.2(1) or Section 10.3(1) relating to any breach or inaccuracy of any First Majestic Parties Fundamental Representations or Purchaser Fundamental Representations; or (ii) any claim pursuant to Section 10.2(2) or Section 10.3(2) relating to any failure to perform or fulfill any covenant on the part of the First Majestic Parties or the Purchaser hereunder; and
(b) the Deductible and the Cap shall not apply to (i) any indemnifiable Damages suffered by, imposed upon or asserted against the Purchaser Indemnified Party or the First Majestic Indemnified Party, as applicable, resulting from or arising out of the fraud, willful misconduct or intentional misrepresentation of the Indemnifying Party; or (ii) any claim pursuant to Section 10.2(3) or Section 10.3(3).
(4) The amount of any Damages subject to indemnification under this Article 10 shall be calculated net of any Tax benefit reasonably realizable by the Indemnified Party from the incurrence or payment of such Damages.
(5) Notwithstanding anything contrary in this Agreement or any other agreement, the Purchaser shall not have any right to indemnification under this Agreement with respect to Taxes to the extent such Taxes: (a) result solely from transactions or actions taken by the Purchaser or any of its Affiliates after the Closing or (b) result from or arise solely in connection with a breach or non-fulfillment of any representation, warranty, covenant or agreement contained in this Agreement by the Purchaser or any of its Affiliates.
(6) Each of the representations and warranties made by a Party is deemed to have been made without the inclusion of or reference to the word "material" or the phrase "in all material respects" for purposes of determining the amount of Damages arising from any inaccuracy in or breach of, any such representation or warranty.

Section 10.5 Notification.

(1) If a Third Party Claim is instituted or asserted against an Indemnified Party, the Indemnified Party will promptly, and in any event within 10 Business Days, deliver to the Indemnifying Party a notice in writing (a " Notice of Claim ") to notify the Indemnifying Party of the Third Party Claim. The Notice of Claim must specify in reasonable detail the identity of the Person making the Third Party Claim and, to the extent known, the nature of the Damages and the estimated amount needed to investigate, defend, remedy or address the Third Party Claim.
(2) If an Indemnified Party becomes aware of a Direct Claim, the Indemnified Party will promptly, and in any event within 10 Business Days, deliver to the Indemnifying Party a Notice of Claim to notify the Indemnifying Party of the Direct Claim.
(3) Delivery of a Notice of Claim with respect to a Direct Claim or a Third Party Claim by an Indemnified Party to an Indemnifying Party under this Section 10.5 is assertion of a claim for indemnification against the Indemnifying Party under this Agreement. Upon receipt by the Indemnifying Party of such Notice of Claim, the provisions of Section 10.8 will apply to any Third Party Claim and the provisions of Section 10.7 will apply to any Direct Claim.
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Section 10.6 Limitation Periods.

Notwithstanding the provisions of the Limitations Act (British Columbia) or any other statute, a proceeding or arbitration in respect of a claim for indemnification or otherwise arising from any breach or inaccuracy of any representation or warranty in this Agreement may be commenced on or before the first anniversary of the date on which the Indemnifying Party received a Notice of Claim pursuant to Section 10.5; provided, that the Indemnifying Party received the Notice of Claim prior to the end of the applicable time period specified in Section 10.1(1). Any applicable limitation period is extended or varied to the full extent permitted by Law to give effect to this Section 10.6.

Section 10.7 Direct Claims.

(1) Following receipt of a Notice of Claim with respect to a Direct Claim, the Indemnifying Party has 60 days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnifying Party may reasonably request.
(2) If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Party within the 60 day period specified in Section 10.7(1). The dispute notice must describe in reasonable detail the nature of the Indemnifying Party's dispute. During the 30 day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Party fail to resolve the dispute within that 30 day time period, the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement. If the Indemnifying Party fails to respond in writing to the Direct Claim within the 60 day period specified in Section 10.7(1), the Indemnifying Party is deemed to have rejected the Direct Claim, in which event the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

Section 10.8 Procedure for Third Party Claims.

(1) Subject to the provisions of this Section 10.8, upon receiving a Notice of Claim with respect to a Third Party Claim (other than a Tax Claim), the Indemnifying Party may participate, at its expense, in the investigation and defence of the Third Party Claim, and may, subject to the rights of any insurer or other third party having potential liability for such Third Party Claim also elect to assume the investigation and defence of the Third Party Claim, provided the Indemnifying Party unconditionally acknowledges in writing its obligation to indemnify and hold the Indemnified Party harmless with respect to the Third Party Claim and the Indemnifying Party provides reasonable assurance to the Indemnified Party of its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim.
(2) In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 30 days of the Indemnifying Party's receipt of the Notice of Claim with respect to the Third Party Claim.
(3) If the Indemnifying Party assumes the investigation and defence of a Third Party Claim:
(a) the Indemnifying Party will pay for all costs and expenses of the investigation and defence of the Third Party Claim;
(b) the Indemnifying Party will reimburse the Indemnified Party for all costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and
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(c) the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf. The fees and disbursements of such counsel shall be paid by the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences), in which case the Indemnifying Party shall be responsible for the reasonable fees and disbursements of the Indemnified Party's counsel.
(4) If the Indemnified Party undertakes the investigation and defence of the Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim, or any compromise or settlement of the Third Party Claim, effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed).
(5) The Indemnifying Party will not be permitted to compromise and settle, or to cause a compromise and settlement, of a Third Party Claim without the prior written consent of the Indemnified Party (which consent may not be unreasonably withheld, conditioned or delayed), unless:
(a) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement; and
(b) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim; and
(c) the Indemnified Party receives, as part of the compromise and settlement, a legally binding and enforceable release from any and all obligations or liabilities it may have with respect to the Third Party Claim.
(6) If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall have the right to assume such control and may agree the terms of the compromise or settlement provided they shall provide 15 Business Days' prior written notice to the Indemnifying Party and the Indemnifying Party shall, thereupon, be deemed to have agreed that such settlement is reasonable and binding upon the Indemnifying Party and may be agreed to by the Indemnified Party and all other persons liable in respect of the Third Party Claim unless within such 15 Business Day period the Indemnifying Party notifies the Indemnified Party that it is assuming or reassuming control of such defence and thereafter assumes or reassumes such control and does not default.
(7) The Indemnified Party and the Indemnifying Party agree to keep the other fully informed of the status of any Third Party Claim and any related proceedings. If the Indemnifying Party assumes the investigation and defence of a Third Party Claim, the Indemnified Party will, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party or its representatives, on a timely basis, all documents, records and other materials in the possession, control or power of the Indemnified Party reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim of which it has elected to assume the investigation and defence. The Indemnified Party shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim.
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Section 10.9 Exclusion of Other Remedies.

Except as provided in this Section 10.9, following Closing, the indemnities provided in Section 10.2 and Section 10.3 constitute the only remedy of the Purchaser Indemnified Party or the First Majestic Indemnified Party, respectively, against the First Majestic Parties or the Purchaser, respectively, in the event of any breach of a representation, warranty, covenant or agreement of such Parties or Party, as applicable, contained in this Agreement. Otherwise, the Parties may exercise their rights of termination in Section 9.1 ( Termination ) prior to Closing at any time. The Parties acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to a Party inadequately compensable in damages. Accordingly, a Party may seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). Except as set forth in this Section 10.9, each of the Parties expressly waives and renounces any other remedies whatsoever, whether at law or in equity, which it would otherwise be entitled to as against any other Party.

Section 10.10 One Recovery.

An Indemnified Party is not entitled to double recovery for any claims for indemnification or otherwise under this Agreement even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement.

Section 10.11 Duty to Mitigate.

Nothing in this Agreement in any way restricts or limits the general obligation at Law of an Indemnified Party to mitigate any loss which it may suffer or incur by reason of the breach by an Indemnifying Party of any representation, warranty, covenant or obligation of the Indemnifying Party under this Agreement. If any claim for indemnification or otherwise under this Agreement can be reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall take commercially reasonable steps to enforce such recovery, settlement or payment, and the amount of any Damages of the Indemnified Party will be reduced by the amount of insurance proceeds actually recoverable by the Indemnified Party.

Section 10.12 Set-Off for Indemnity Payments.

From time to time after the Closing Date, the Purchaser shall be entitled to set-off against and deduct from the outstanding balance of the Purchase Price the aggregate amount of claims made by the Purchaser pursuant to this Article 10.

Section 10.13 Adjustment to Purchase Price.

Any payment made by the First Majestic Parties as Indemnifying Parties pursuant to this Article 10 will constitute a dollar-for-dollar decrease of the Purchase Price, and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 10 will constitute a dollar-for-dollar increase of the Purchase Price, allocated amongst the Purchased Assets in accordance with Section 2.2.

ARTICLE 11 POST-CLOSING COVENANTS

Section 11.1 Access to Books and Records.

For a period of seven years from the Closing Date, or for such longer period as may be required by Law, the Purchaser will retain all original Books and Records relating to the Purchased Assets existing on the Closing Date. So long as any such books and records existing on the Closing Date are retained by the Purchaser pursuant to this Agreement, the First Majestic Parties and their representatives have the right to inspect and to make copies (at the First Majestic Parties' expense) thereof at any time upon reasonable request during normal business hours

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and upon reasonable notice for any proper purpose, and without undue interference to the business operations of the Purchaser. The Purchaser has the right to have its representatives present during any such inspection. In addition, in the event any portion of the Purchased Assets is transferred by the Purchaser to a third party, the Purchaser will ensure that such third party is contractually bound to provide access to the First Majestic Parties on the terms and conditions set out herein.

Section 11.2 Further Assurances.

From time to time after the Closing Date, each Party will, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Assets to the Purchaser, and otherwise to carry out the intent of this Agreement.

ARTICLE 12 MISCELLANEOUS

Section 12.1 Notices.

(1) Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each, a " Notice ") must be in writing, sent by personal delivery, courier or email and addressed:
(a) to the First Majestic Parties at:

c/o First Majestic Silver Corp. Suite 1800- 925 West Georgia Street Vancouver, British Columbia V6C 3L2 USA

Attention: Keith Neumeyer, President & CEO Email:

with a copy (which shall not constitute notice) to:

Bennett Jones LLP 2500 Park Place 666 Burrard Street Vancouver, British Columbia V6C 2X8

Attention: James Beeby Email:

(b) to the Purchaser at:

Golden Tag Resources Ltd. 22 Adelaide Street West, Suite 2020 Toronto, Ontario M5H 4E3

Attention: Greg McKenzie, President & CEO Email:

with a copy (which shall not constitute notice) to:

McMillan LLP Brookfield Place, 181 Bay Street, Suite 4400 Toronto, Ontario M5J 2T3

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Attention: Cynthia Sargeant Email:

(2) A Notice is deemed to be given and received: (a) if sent by personal delivery, courier or email, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt), and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed.

Section 12.2 Time of the Essence.

Time is of the essence in this Agreement.

Section 12.3 Announcements.

No press release, public statement or announcement, or other public disclosure with respect to this Agreement or the transactions contemplated hereby may be made except with the prior written consent and joint approval of the First Majestic Parties and the Purchaser, or if required by Law or a Governmental Entity. Where the public disclosure is required by Law or a Governmental Entity, the Party or Parties required to make the public disclosure will use its commercially reasonable efforts to obtain the approval of the First Majestic Parties and the Purchaser, as applicable, as to the form, nature and extent of the disclosure.

Section 12.4 Third Party Beneficiaries.

Except as otherwise provided in Section 10.2 ( Indemnification in Favour of the Purchaser ) and Section 10.3 ( Indemnification in Favour of the First Majestic Parties) the First Majestic Parties and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. Except for the Indemnified Party, no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights granted by or under this Agreement to any Person that is not a Party, at any time and in any way whatsoever, without notice to or consent of that Person, including any Indemnified Party.

Section 12.5 Expenses.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. The fees and expenses referred to in this Section 12.5 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, including the fees and expenses of legal counsel, investment advisers and accountants.

Section 12.6 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the First Majestic Parties and the Purchaser.

Section 12.7 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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Section 12.8 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions, except for the Confidentiality Agreement. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 12.9 Successors and Assigns.

(1) This Agreement becomes effective only when executed by the Parties. After that time, it is binding on and enures to the benefit of the Parties and their respective successors and permitted assigns.
(2) Neither this Agreement, nor any of the rights or obligations hereunder, may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Party or Parties, as applicable.
(3) Prior to the Closing Date, the Purchaser may assign all or part of its rights under this Agreement to one or more wholly-owned Mexican subsidiaries of the Purchaser upon not less than five Business Days written notice to the First Majestic Parties provided that (a) any such assignment shall not release the Purchaser from its obligations hereunder, (b) the Purchaser shall guarantee the obligations of such assignee, (c) all representations and warranties of the Purchaser in this Agreement shall continue to refer to the Purchaser and not to such assignee and (d) the Purchase Price shall continue to be payable in Golden Tag Shares and not shares of such transferee.

Section 12.10 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect.

Section 12.11 Governing Law.

(1) This Agreement is governed by and will be interpreted and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein.
(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 12.12 Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

[Signature Pages Follow.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

FIRST MAJESTIC PARTIES:

FIRST MAJESTIC SILVER CORP.

By: /s/ "Keith Neumeyer" Name: Keith Neumeyer Title: Director & CEO

FIRST MAJESTIC PLATA S.A. DE C.V.

By: /s/ "Keith Neumeyer" Name: Keith Neumeyer Title: Director & CEO

PURCHASER:

GOLDEN TAG RESOURCES LTD.

By: /s/ "Greg McKenzie"

Name: Greg McKenzie Title: President & CEO

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]

Exhibit A

SUPPORT AGREEMENT

GOLDEN TAG RESOURCES LTD.

AND

FIRST MAJESTIC SILVER CORP.

SUPPORT AGREEMENT

DATED AS OF [  ]

Article	1	INTERPRETATION ....................................................................................................... 1
1.1		Definitions ........................................................................................................................ 1
1.2		Rules of Construction ....................................................................................................... 4
1.3		Governing Law ................................................................................................................. 5
1.4		Severability....................................................................................................................... 5
1.5		Time of Essence ............................................................................................................... 5
1.6		Entire Agreement ............................................................................................................. 5
Article	2	PARTICIPATION RIGHT .............................................................................................. 6
2.1		Participation Right............................................................................................................ 6
2.2		Top-Up Rights .................................................................................................................. 7
2.3		Closing ............................................................................................................................. 7
2.4		Excluded Issuances .......................................................................................................... 8
2.5		Confidentiality .................................................................................................................. 8
Article	3	VOTING .......................................................................................................................... 8
3.1		Voting with Board Recommendation ............................................................................... 8
Article	4	STANDSTILL ................................................................................................................. 9
4.1		Standstill ........................................................................................................................... 9
Article	5	MISCELLANEOUS ...................................................................................................... 10
5.1		Termination .................................................................................................................... 10
5.2		Notices ............................................................................................................................ 10
5.3		Consent to Public Disclosure ......................................................................................... 11
5.4		Execution in Counterpart ............................................................................................... 11
5.5		Amendment and Waiver................................................................................................. 11
5.6		Assignment ..................................................................................................................... 12
5.7		Successors and Substitute Securities .............................................................................. 12

SUPPORT AGREEMENT

THIS AGREEMENT dated as of the [  ] day of [  ].

BETWEEN:

GOLDEN TAG RESOURCES LTD. , a company existing under the laws of Canada (the “ Corporation ”),

and -

FIRST MAJESTIC SILVER CORP. , a company existing under the laws of the Province of British Columbia (“ First Majestic ”).

WHEREAS:

A. The Corporation has acquired certain assets from First Majestic Plata S.A. de C.V. (“ First Majestic Sub ”), a wholly-owned subsidiary of First Majestic pursuant to which First Majestic shall receive Common Shares (as defined below) in accordance with the terms of the Acquisition Agreement (as defined below); and

B. As a condition of the Acquisition Agreement, the Corporation has agreed to grant certain rights to First Majestic which are set out herein, and First Majestic has agreed to certain obligations to the Corporation as set out herein and upon the terms and subject to the conditions set out herein.

NOW THEREFORE this Agreement witnesses that in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt, sufficiency and adequacy of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a) “ Acquisition Agreement ” means the Acquisition Agreement, dated December 7, 2022, entered into among the Corporation, First Majestic, and First Majestic Sub;
(b) “ Agreement ” means this agreement, including any amendments or restatements thereof;
(c) “ affiliate ” has the meaning given to that term in National Instrument 45-106 — Prospectus Exemptions of the Canadian Securities Administrators in effect on the date hereof, subject to the term “issuer” in such instrument being ascribed the same meaning as the term “person” in such instrument;
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(d) “ Board ” means the board of directors of the Corporation;
(e) “ Business Day ” means any day except Saturday, Sunday or a statutory or civic holiday in the City of Vancouver, British Columbia or the City of Toronto, Ontario or any other day on which the Exchange or the principal chartered banks located in Vancouver, British Columbia or Toronto, Ontario are not open for business;
(f) “ Change of Control ” means (i) any acquisition transaction, amalgamation, arrangement, merger or other consolidation or combination involving the Corporation and another person, which results in such other person, including persons acting jointly or in concert with such other person, directly or indirectly (A) beneficially owning, or exercising control or direction over, voting securities of the Corporation carrying the right to cast more than fifty percent (50%) of the votes attaching to all voting securities of the Corporation, or (B) acquiring more than fifty percent (50%) of the assets and properties of the Corporation on a consolidated basis, (ii) a change in more than fifty percent (50%) of the members of the Board during any 12-month period which has not been consented to by a majority of the members of the incumbent Board, or (iii) any other event, transaction or series of events or transactions pursuant to which a Person acquires possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Corporation and/or its consolidated assets, whether by contract or otherwise;
(g) “ Closing Date ” means the closing date of the transactions contemplated by the Acquisition Agreement;
(h) “ Common Shares ” means the common shares in the share capital of the Corporation;
(i) “ Convertible Securities ” means any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exercisable or exchangeable for Common Shares;
(j) “ Corporation ” means Golden Tag Resources Ltd. and its successors and assigns;
(k) “ Equity Financing ” has the meaning set out in Section 2.1(a);
(l) “ Equity Financing Notice ” has the meaning set out in Section 2.1(a);
(m) “ Equity Securities ” means the Common Shares, the Convertible Securities or any other equity securities of the Corporation;
(n) “ Exchange ” means the TSX Venture Exchange, the Toronto Stock Exchange, or such other nationally recognized stock exchange on which the Common Shares may be listed from time to time;
(o) “ Excluded Issuance ” means the Issuance of any Equity Securities (a) in connection with or pursuant to any merger, business combination, exchange offer, take-over bid, arrangement, asset purchase transaction or other acquisition of assets
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or shares of a third party, (b) issued pursuant to a rights offering that is offered to all of the Corporation’s shareholders; or (c) upon or resulting from a subdivision of the Common Shares (by a split of Common Shares or otherwise), payment of stock dividend, or any other recapitalization or reorganization transaction. For certainty, the limitation set forth in (b) above shall not limit any rights of First Majestic and/or their affiliates to participate in any rights offering by the Corporation on the same terms and conditions as all other existing shareholders of the Corporation;

(p)
“ Exercise Notice ” has the meaning set out in Section 2.1(c);
(q)
“ First Majestic ” has the meaning set out in the recitals to this Agreement;
(r) “ First Majestic’s Percentage ” means, with respect to First Majestic, at any given time, the percentage equal to the fraction, the numerator of which is the Equity Securities, indirectly or directly, collectively owned, controlled or directed by First Majestic and any of its affiliates at such time and the denominator of which is, without giving effect to Top-Up Issuances for which First Majestic has not exercised or waived its related Top-Up Rights, the aggregate number of outstanding Equity Securities;
(s) “ Independent Expert ” means an investment bank or accountancy firm familiar with and having had recent and relevant experience in opining on the matters to be considered by shareholders, appointed by the Board in its sole discretion, and which is not acting in concert with nor is affiliated with any shareholder;
(t)
“ Issuance ” has the meaning set out in Section 2.1(a);
(u) “ NI 62-104 ” means National Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Security Administrators;
(v)
“ Notice Period ” has the meaning set out in Section 2.1(c);
(w) “ Offer ” has the meaning given to the phrase “offer to acquire” in NI 62-104;
(x)
“ Participation Right ” has the meaning set out in Section 2.1(b);
(y) “ person ” shall be broadly interpreted and includes any individual, corporation, partnership, joint venture, limited liability company, an unlimited liability company, association or other business entity and any trust, unincorporated organization or government or any agency or political subdivision thereof;
(z) “ Private Placement ” means a distribution of Equity Securities to subscribers in Canada in reliance on an exemption from the Prospectus Requirements under Securities Laws or in any other jurisdiction outside Canada in such manner that the sale is exempt from requirements which are substantially equivalent to the Prospectus Requirements in the jurisdiction in question in accordance with the securities laws of such jurisdiction, including but not limited to a sale in the United States to “accredited investors” or a “qualified institutional buyer” under the United States Securities Act of 1933 , as amended;
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(aa) “ Prospectus ” means a prospectus or preliminary prospectus, as those terms are defined in the Securities Act;
(bb) “ Prospectus Requirements ” means the obligation to prepare a Prospectus and obtain a receipt in connection with a distribution of securities in accordance with the Securities Act, as well as the equivalent obligations prescribed by other Securities Laws;
(cc) “ Public Offering ” means any distribution of Equity Securities to the public under a Prospectus in accordance with applicable Securities Laws of the relevant province or territory in Canada;
(dd) “ Relevant Control Proposal ” means any Offer, or other proposal or transaction involving a Change of Control of the Corporation;
(ee) “ Securities Act ” means the Securities Act (Ontario), as it may be amended or supplemented from time to time;
(ff) “ Securities Laws ” means, collectively, the applicable securities laws of each of the provinces and territories of Canada and the respective regulations, instruments and rules made under those securities laws, together with all applicable published policy statements, notices, blanket orders and rulings of the securities commissions or regulatory authorities of Canada and of each of the provinces and territories of Canada and the applicable rules and requirements of any stock exchange;
(gg) “ Top-Up Issuances ” means the Issuance of Equity Securities: (a) under compensatory plans or other plans to purchase Equity Securities in favor of the Corporation’s management, directors or employees; and (b) upon the exercise or conversion of any Convertible Securities; and
(hh) “ Top-Up Rights ” has the meaning set out in Section 2.2(a).

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
(b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement;
(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
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(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
(e) the word “including” is deemed to mean “including without limitation”;
(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement;
(g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
(h) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;
(i) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and
(j) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

1.3 Governing Law

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.4 Severability

If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of such provision and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected.

1.5 Time of Essence

Time shall be of the essence of this Agreement.

1.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof.

ARTICLE 2 PARTICIPATION RIGHT

2.1 Participation Right

(a) For so long as First Majestic’s Percentage is not less than 9.9% if the Corporation proposes to issue (each, an “ Issuance ”) any Equity Securities, whether pursuant to a Public Offering (excluding, for greater certainty, the filing of a base shelf Prospectus, but including any Prospectus supplement filed pursuant to such base shelf Prospectus), a Private Placement or otherwise (an “ Equity Financing ”) at any time after the date hereof, the Corporation shall provide First Majestic reasonable notice (the “ Equity Financing Notice ”) of such intended Issuance as soon as practicable and, unless the Equity Financing is a “bought deal” Public Offering to be completed by way of a short form Prospectus, at least two (2) Business Days prior to the issuance of a press release or other public disclosure of such intended Issuance, including the expected type and number of Equity Securities, the expected price per Equity Security to be issued under the Equity Financing, the expected use of proceeds of the Equity Financing and the expected closing date of the Equity Financing, all to the extent known at the time.
(b) The Corporation agrees that, subject to the receipt of all required regulatory approvals (including the approval of the Exchange), First Majestic has the right (but not the obligation) (the “ Participation Right ”) to subscribe for and to be issued as part of any Equity Financing, at the subscription price or exercise price per Equity Security pursuant to the Equity Financing, and otherwise on substantially the same terms and conditions, of the Equity Financing, such number of Equity Securities that will allow First Majestic to maintain the same First Majestic's Percentage in the Corporation that First Majestic held immediately prior to the close of such Equity Financing after giving effect to any similar participation rights granted by the Corporation to any of its shareholders, up to a maximum First Majestic's Percentage equal to 19.9% upon the completion of the Equity Financing in which the Participation Right was exercised.
(c) If First Majestic wishes to exercise the Participation Right in respect of a particular Equity Financing, First Majestic shall give written notice to the Corporation (the “ Exercise Notice ”) of the exercise of such right and of the number of Equity Securities that First Majestic wishes to purchase (i) subject to (ii) below, within three (3) Business Days following the receipt by First Majestic of the Equity Financing Notice; or (ii) notwithstanding (i), in the event the Equity Financing is a “bought deal” Public Offering to be completed by way of a short form Prospectus (a) no later than 7:00 a.m. (eastern time) on the Business Day immediately following the date on which the Equity Financing Notice is received, provided it was received prior to 5:00 p.m. (eastern time) on such Business Day, or (b) no later than 12:00 p.m. (eastern time) on the Business Day immediately following the date on which the Equity Financing Notice is received, in the event it is received after 5:00 p.m. (in each of the aforementioned cases, the “ Notice Period ”), provided that where First Majestic fails to provide an Exercise Notice within the time period specified in (ii) above but within the time period specified in (i) above, the
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Corporation shall, if requested by First Majestic and subject to the receipt of all required regulatory approvals (including the approval of the Exchange), sell such Equity Securities to First Majestic on a Private Placement basis as soon as reasonably practicable following or concurrent with the closing of such Equity Financing. For greater certainty, in the event that First Majestic provides an Exercise Notice within the time period specified in (ii) above, First Majestic will be entitled to participate in the Corporation's "bought deal" Public Offering. If First Majestic does not provide an Exercise Notice within the applicable Notice Period specified in (i) or (ii) above, as applicable, First Majestic will not be entitled to exercise the Participation Right in respect of such Equity Financing. If First Majestic does not exercise the Participation Right, the Corporation may during the sixty (60) days following the end of the Notice Period proceed to implement the Equity Financing materially on the same terms (or on better terms to the Corporation) as were made available to First Majestic and if the Equity Financing is not so implemented within the said sixty (60) days, the Corporation must again meet its obligations under this Article 2.

2.2 Top-Up Rights

(a) For so long as an First Majestic’s Percentage is not less than 9.9% in the event that First Majestic’s Percentage decreases as a result of Top-Up Issuances, First Majestic shall have the opportunity to subscribe for such number of Equity Securities at the next Equity Financing of the Corporation (in addition to any Equity Securities which First Majestic is entitled to purchase with regards to such Equity Financing under Section 2.1) that will allow First Majestic to maintain the same First Majestic's Percentage held by them prior to the closing of the Top-Up Issuances (each a “ Top-Up Right ”) up to a maximum First Majestic's Percentage equal to 19.9%.
(b) The Corporation shall provide First Majestic notice that First Majestic’s Percentage has decreased as a result of a Top-Up Issuance as soon as reasonably practicable, including the number of Equity Securities that First Majestic would be required to subscribe for at the next Equity Financing to maintain the same First Majestic's Percentage held by it prior to the closing of the Top-Up Issuance. The Corporation shall also include this information in the next Equity Financing Notice provided to First Majestic.
(c) If First Majestic wishes to exercise its Top-Up Right following the receipt of an Equity Financing Notice in relation to the exercise of a related Top-Up Right, First Majestic shall give an Exercise Notice (otherwise in accordance with Section 2.1) of the exercise of such Top-Up Right and of the number of Equity Securities that First Majestic wishes to purchase prior to the applicable Notice Period.

2.3 Closing

(a) If the Corporation receives an Exercise Notice in accordance with Section 2.1 from First Majestic within the Notice Period specified in Section 2.1, then the Corporation shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including, without limitation, the approval of the Exchange),
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which approvals the Corporation shall use all commercially reasonable efforts to promptly obtain (such efforts to include applying for any necessary price protection confirmations or seeking shareholder approval (if required) in the manner described below) and the closing of the relevant Equity Financing, issue to First Majestic, against payment of the subscription price payable in respect thereof, that number of Equity Securities, as applicable, set forth in the Exercise Notice.

(b) If the Corporation is required, under applicable laws and/or the rules of the Exchange, to seek shareholder approval for the issuance of the Equity Securities to First Majestic pursuant to Section 2.1, the Corporation shall seek the approval from its shareholders at its next annual meeting of shareholders and shall recommend the approval of such Equity Securities in the management information circular for the shareholder meeting. For greater certainty, the Corporation may close the Equity Financing prior to obtaining shareholder approval.
(c) The issuance of any Equity Securities to First Majestic (whether pursuant to a Public Offering or a Private Placement) pursuant to the terms of this Agreement shall occur concurrently with the completion of the Equity Financing, except as specifically set out in Section 2.3(b) where the Corporation is required to obtain shareholder approval prior to the issuance of Equity Securities to First Majestic.

2.4 Excluded Issuances

Notwithstanding anything to the contrary contained herein, Sections 2.1, 2.2 and 2.3 will not apply to any Excluded Issuances, and for greater certainty, Section 2.1 will not apply to Top-Up Issuances.

2.5 Confidentiality

Until the public disclosure of an Equity Financing, First Majestic shall maintain the confidentiality of any information relating to such Equity Financing (including the Equity Financing Notice provided to First Majestic in relation therewith), provided, however, that First Majestic may disclose the terms of the Equity Financing to its affiliates, as well as its and their respective directors, officers, employees, consultants and advisors, for the sole purpose of permitting First Majestic to evaluate First Majestic’s exercise of its Participation Right, provided further, however, that First Majestic shall direct its affiliates, as well as its and their aforementioned representatives to comply with the confidentiality obligations set forth in this Section 2.5.

ARTICLE 3 VOTING

3.1 Voting with Board Recommendation

During the duration of the period that is the longer of: (i) until May 31, 2024, and (ii) First Majestic’s Percentage being greater than 19.9%, First Majestic agrees: (A) that, other than with respect to a Relevant Control Proposal, they shall vote in accordance with the recommendation of the Board on any resolution put forth to shareholders whether at a meeting of shareholders of the Corporation or via any written resolution in lieu of such

meeting, including in respect of the appointment or removal of any director of the Corporation, and (B) that, other than with respect to a Relevant Control Proposal, they shall not vote in favor of any resolution, including any resolution or director nominee put forth by a shareholder of the Corporation at a meeting of shareholders of the Corporation or via any written resolution in lieu of such meeting, that has not been approved by the management of the Corporation.

ARTICLE 4 STANDSTILL

4.1 Standstill

During the duration of the period that is the longer of: (i) until May 31, 2024, and (ii) the First Majestic’s Percentage being greater than 19.9%, First Majestic agrees that neither First Majestic nor any of its Affiliates (regardless of whether such person is an Affiliate of First Majestic on the date hereof) will, directly or indirectly, without the prior written consent of the Corporation: (a) except in accordance with Section 3.1, make or in any way participate, directly or indirectly, in any solicitation of votes or proxies in respect of any Common Shares (other than in connection solely with annual general meetings of shareholders of the Corporation, but, for greater certainty, excluding any special business thereat) or in any manner advise, influence or seek to influence any other person with respect to the voting of any voting securities of the Corporation; (b) form, join or participate in any group acting in concert with respect to any voting securities of the Corporation; (c) make any formal written proposal for or offer in relation to any transaction involving the Corporation or any of its subsidiaries or their respective securities or assets (including, without limitation, a reorganization, amalgamation, plan of arrangement, merger or other business combination); (d) commence a take-over bid or exchange offer for any of the Corporation’s securities; (e) initiate any discussions or enter into any agreement, commitment or understanding with any person other than the Corporation with respect to a transaction or other matter listed in paragraphs (a) through (d) of this Section 4.1; (f) make any public announcement with respect to any of the transactions or other matters listed in paragraphs (a) through (e) of this Section 4.1 or any intention, plan or arrangement with respect thereto; (g) assist, advise, influence or encourage any person in doing any of the things listed in paragraphs (a) through (f) of this Section 4.1; or (h) otherwise act alone or jointly in concert with others to seek control of the management, board of directors or policies of the Corporation or any of its subsidiaries.

The provisions of this Section 4.1 shall cease to apply in the event that: (i) any third party which is at arm's length to the Corporation and First Majestic makes a public announcement of an intention to make a take-over bid (as defined in Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids , of the Canadian Securities Administrators) to acquire issued common shares of the Corporation, provided that, if no take-over bid is made by such third party following such announcement, the foregoing provision shall be reinstated; or (ii) the Corporation announces that it has entered into an agreement pursuant to which it will carry out any amalgamation, merger, arrangement, corporate reorganization or business combination or any sale of all or substantially all of its assets or any similar or analogous transaction (a " Merger ") under which the shareholders of the Corporation will upon completion of the Merger hold less than 51% of the shares of the entity resulting from

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such Merger. Notwithstanding anything else in this Section 4.1, First Majestic shall be entitled at any time to make a confidential proposal (a " Proposal ") to the board of directors of the Corporation regarding any of the transactions or activities contemplated in this Section 4.1, to enter into discussions or negotiations with the board of directors of the Corporation (or with one or more individuals designated by the board of directors for such purpose) with respect to the terms of any such Proposal and to enter into any agreement with the Corporation providing for the consummation of such Proposal.

ARTICLE 5 MISCELLANEOUS

5.1 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately with respect to a party at such time as First Majestic’s Percentage is less than 9.9%. Upon termination of this Agreement with respect to a party, such party shall cease to have any further obligations or liabilities hereunder; provided, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. For greater certainty.

5.2 Notices

All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally or by pre-paid courier, upon receipt of a transmission confirmation if sent by email or other like electronic transmission (with confirmation) and on the next Business Day when sent by overnight courier to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) First Majestic Silver Corp. Suite 1800- 925 West Georgia Street Vancouver, British Columbia V6C 3L2

Attention: Keith Neumeyer, President & CEO Email:

With a copy (which shall not constitute notice) to:

Bennett Jones LLP 2500 Park Place 666 Burrard Street Vancouver, British Columbia V6C 2X8

Attention: James Beeby Email:

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(b) To the Corporation: Golden Tag Resources Ltd Bay Adelaide Centre 22 Adelaide Street West, Suite 2020 Toronto, Ontario M5H 4E3

Attention: Greg McKenzie, President and CEO Email:

With a copy (which shall not constitute notice) to:

McMillan LLP Brookfield Place, 181 Bay Street, Suite 4400, Toronto, Ontario M5J 2T3 Attention: Cynthia Sargeant Email:

5.3 Consent to Public Disclosure

First Majestic hereby acknowledges that the Corporation may file a copy of this Agreement on SEDAR. The Corporation shall not file a copy of this Agreement on SEDAR without reasonable prior consultation with First Majestic and the parties shall consult with each other with respect to any proposed redactions to this Agreement in compliance with Securities Laws before it is filed on SEDAR.

5.4 Execution in Counterpart

This Agreement may be executed in one or more counterparts (by manual or electronic signature), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and receipt of a electronic version or PDF version of an executed signature page by a party shall constitute satisfactory evidence of execution of this Agreement by such party.

5.5 Amendment and Waiver

This Agreement or any provision hereof may not be amended except in writing signed by each of the parties hereto expressly so modifying such agreement or provision. The agreements set forth in this Agreement may be modified or waived only in writing by the party to whom such compliance is owed. It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.

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5.6 Assignment

Neither party may assign this Agreement or any interests, rights or benefits therein or thereunder without the prior written consent of the other party.

5.7 Successors and Substitute Securities

In the event that any party proposes to enter into any acquisition, amalgamation, arrangement, merger or combination or any transaction pursuant to which another person or a successor to such party becomes bound by the provisions of this Agreement by agreement or by operation of law, the person resulting from such acquisition, amalgamation, arrangement, merger, combination or transaction shall enter into an agreement in form and substance satisfactory to the other party pursuant to which such person agrees to be bound by this Agreement as though it were a party hereto in the place of the party entering into the acquisition, amalgamation, arrangement, merger, combination or transaction.

The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Equity Securities held by First Majestic, to any and all equity securities of any successor or assign of the Corporation (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Equity Securities held by First Majestic, in each case as the amounts of such securities outstanding are appropriately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have executed and delivered this Agreement as of the date first written above.

FIRST MAJESTIC SILVER CORP.

By: Name: Title:

GOLDEN TAG RESOURCES LTD.

By: Name: Title:

AI assistant

Silver Storm Mining — M&A Activity 2022

44161_rns_2022-12-13_d3f40728-2d1e-4405-b88b-014ae85b7a7f.pdf

GOLDEN TAG RESOURCES LTD.

FIRST MAJESTIC SILVER CORP.

FIRST MAJESTIC PLATA, S.A. DE C.V.

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2

PURCHASED ASSETS AND PURCHASE PRICE

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE FIRST MAJESTIC PARTIES

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

Exhibits

ASSET PURCHASE AGREEMENT

Section 1.1 Defined Terms.

Section 1.2 Gender and Number.

Section 1.3 Headings, etc.

Section 1.5 Certain Phrases, etc.

Section 1.6 Knowledge.

Section 1.7 Accounting Terms.

Section 1.8 Exhibits and Disclosure Letter.

Section 1.9 References to Persons and Agreements.

Section 1.10 Statutes.

Section 1.11 Non-Business Days.

Section 1.12 No Presumption.

ARTICLE 2 PURCHASED ASSETS AND PURCHASE PRICE

Section 2.1 Purchase and Sale.

Section 2.2 Excluded Assets.

Section 2.3 Assumed Liabilities

Section 2.4 Excluded Liabilities

Section 2.5 Purchase Price.

Section 2.6 Covenants Relating to Deferred Payments

Section 2.7 Allocation of Purchase Price

Section 2.8 VAT

Section 2.9 Non-Assignable Contracts and Authorizations

Section 2.10 Consideration Shares.

Section 2.11 Covenants Relating to the Repayment

Section 2.12 Tax Withholdings

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE FIRST MAJESTIC PARTIES

Section 3.1 Representations and Warranties Relating to the Purchased Assets

Corporate Matters

General Matters Relating to the Business

Financial Matters

Particular Matters Relating to the Business

Employee Plans.

(18) Taxes.

Section 3.2 Representations and Warranties Relating to the First Majestic Parties.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1 Conduct of Business Prior to Closing.

Section 5.2 Access to Information.

Section 5.3 Technical Report.

Section 5.4 Actions to Satisfy Closing Conditions.

Section 5.5 Requests for Consents, Approvals and Waivers.

Section 5.6 Filings and Authorizations.

Section 5.7 Purchaser Meeting.

Section 5.8 Purchaser Circular.

Section 5.9 Notice of Certain Events.

Section 5.10 Contact with Customers, Suppliers and Other Business Relations.

Section 5.11 Exclusivity.

Section 5.12 Purchaser Financing.

ARTICLE 6 ADDITIONAL AGREEMENTS

Section 6.1 Employment Matters.

Section 6.2 Transition Services Agreement

Section 6.3 Plan Assets

Section 6.4 Business Acquisition Report

Section 6.5 Existing Mortgages

ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

Section 7.2 Conditions for the Benefit of the First Majestic Parties.

ARTICLE 8 CLOSING

Section 8.1 Date, Time and Place of Closing.

ARTICLE 9 TERMINATION

Section 9.1 Termination Rights.

Section 9.2 Effect of Termination.

Silver Storm Mining M&A Activity 2022