Most of the MAG shareholders have opted to receive Pan American shares for their MAG shares which, because of proration, includes a substantial cash component

The MAG shareholders have approved an acquisition of MAG by Pan American pursuant to a BC plan of arrangement.

Each MAG shareholder was given the choice of electing to receive either the “Cash Consideration” of US $20.54 per MAG share, or the (Pan American) “Share Consideration” which, in order to avoid the application of s. 85.1, included a nominal cash component of US $0.0001 per MAG share. However, this was subject to a requirement that the aggregate consideration be fixed at US $500,000,000 in cash, with the balance in Pan American shares. In fact, only around 1.71% of the MAG shares elected to receive the Cash Consideration election, so that the balance of the shares, subject to the Share Consideration option will, in fact, receive around US $4.56 per share in cash.

“Eligible Holders” (generally, Canadian taxable investors) receiving the Share Consideration will be permitted to make a joint election under ITA s. 85(1) with Pan American, provided that they submit their duly signed and completed election form to Pan American within 60 days after the effective date of the Arrangement.

Neal Armstrong. Summary of Circular of MAG Silver Corp. (the "Company" or "MAG") respecting an Arrangement involving it and Pan American Silver Corp. (the "Purchaser" or "Pan American"), dated June 6, 2025 under Mergers & Acquisitions – Mergers – Shares for shares and nominal cash, or cash.