On May 10, 2018, First Majestic acquired all of the issued and outstanding common shares of Primero Mining Corp. (Primero) and shareholders of Primero received 0.03325 First Majestic shares for each share of Primero held pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Options and warrants were exchanged for options and warrants of First Majestic. In addition, First Majestic paid out the approximately US$75 million in outstanding debentures of Primero. In connection with the acquisition, First Majestic terminated the pre-existing silver purchase agreement with Wheaton Precious Metals Corp. (WPM) and its subsidiary, Wheaton Precious Metals International Ltd. (WPMI), relating to Primero’s San Dimas Mine and entered into a new precious metal purchase agreement (the New Stream Agreement) with WPMI and FM Metal Trading (Barbados) Inc., a wholly-owned subsidiary of First Majestic. Total consideration under the transaction (including consideration under the arrangement and under the stream and repayment of the debentures) is estimated at US$320 million.
Concurrently with the acquisition, First Majestic entered into an amended and restated credit agreement (the Amended Credit Agreement) with The Bank of Nova Scotia, Bank of Montreal and Investec Bank PLC, as lenders. Pursuant to the Amended Credit Agreement, the lenders agreed, among other things, to provide First Majestic with a US$75 million senior secured revolving term credit facility (the New Credit Facility). First Majestic previously had an existing credit agreement consisting of a US$25 million revolving credit line and a US$35 million term loan (the Existing Credit Facility). The New Credit Facility replaced the Existing Credit Facility and the prior credit facility of Primero.
First Majestic is a producing silver company with seven producing silver mines in Mexico. The shares of First Majestic are listed on the Toronto Stock Exchange under the symbol of “FR” and on the New York Stock Exchange under the symbol of “AG.”
Primero is a mining company whose primary asset is the San Dimas silver and gold mine in Durango state, Mexico.
McCullough O’Connor Irwin LLP (now Bennett Jones LLP) was counsel to First Majestic Silver Corp. with a team consisting of James Beeby, Mia Bacic, Lisa Stewart, Katie Blundy, Tajinder Rathor and Nick Karakochuk. Bennett Jones LLP acted as special counsel to First Majestic Silver Corp. with respect to employment law matters with a team consisting of Carl Cunningham and Talia Bregman. Thorsteinssons LLP acted as special counsel to First Majestic Silver Corp. with respect to tax law matters with a team consisting of Michael McLaren and Michael Colborne. Dorsey & Whitney LLP acted as US counsel to First Majestic Silver Corp. with a team consisting of Dan Miller. Todd y Asociados S.C. acted as Mexican counsel to First Majestic Silver Corp. with a team consisting of Fernando Todd, Jorge Garcia and José Carlos Pizaña.
Stikeman Elliott LLP was counsel to Primero with a team consisting of Liz Breen, Amanda Linett, Marshall Eidinger and Cory Lastman (M&A), Peter Howard, Ashley Taylor and Lee Nicholson (litigation and insolvency), John Lorito and Lindsay Gwyer (tax), Larry Cobb (environmental), Lanette Wilkinson (real estate), Nancy Ramalho and Lorna Cuthbert (employment), Natasha Vandenhoven and Allyson Marta (pensions) and Michael Kilby (regulatory).
Wheaton’s legal team was led by Curt Bernardi, Senior Vice President, Legal & Corporate Secretary of Wheaton, and Tamara Howarth, Senior Legal Counsel of Wheaton. Cassels Brock & Blackwell LLP acted as external legal counsel to Wheaton with a team consisting of Mark Bennett, Alexandra Iliopoulos, Alexander Pizale (mining & securities), and David Budd and Jennifer Wasylyk (financial services).
Fasken Martineau DuMoulin LLP was counsel to The Bank of Nova Scotia with a team consisting of Thomas Meagher, Dev Singh, Daniel Conrad and Jason McMurtrie. Ritch, Mueller, Heather y Nicolau, S.C. acted as Mexican counsel to The Bank of Nova Scotia with a team consisting of Jean Paul Farah, Gabriel Robles Beistegui, Enrique López Scherer, María Fernanda Ibargüengoitia and Jimena Caballero.