Sierra Madre Gold and Silver Ltd. (TSXV:SM) signed a definitive agreement to acquire La Guitarra Compania Minera S.A. from First Majestic Silver Corp. (TSX:FR) for $39.8 million on May 24, 2022. As per the acquisition terms, Sierra Madre Gold and Silver Ltd. will issue 69.06 million shares as a part of consideration. The consideration shares held by First Majestic will be subject to the following contractual resale restrictions, in addition to any securities laws resale restrictions or TSX Venture Exchange policies: 25% subject to a 6-month resale restriction; 25% subject to a 12-month resale restriction; 25% subject to an 18-month resale restriction; and 25% subject to a 24-month resale restriction. First Majestic may distribute all consideration shares in excess of a 19.9% issued and outstanding Sierra Madre holding (on a non-diluted basis) pro-rata to its shareholders. After closing, First Majestic will have a participation right to maintain its pro-rata interest in Sierra Madre (to a maximum of 19.9%) in any future Sierra Madre share issues, subject to customary exceptions. At closing, Subco will grant First Majestic a 2% net smelter return royalty on all mineral production from La Guitarra. Subco will have the right to buy back 1% of the NSR royalty at a price of $2 million at any time during the term of the royalty. Once closed, First Majestic will hold approximately 47% of the outstanding shares in Sierra Madre, which will be subject to a statutory holding period of four months and one day following the date of closing and contractual resale restrictions. As of August 16, 2022, Sierra Madre now anticipates that the Offering shall be comprised of up to (i) 9,385,000 subscription receipts of Sierra Madre (the "Subscription Receipts") at a price of $0.65 per Subscription Receipt and (ii) 6 million common shares of Sierra Madre (the "Common Shares") at a price per $0.65 per Common Share, for aggregate gross proceeds of up to approximately $10 million. Upon completion of the transaction, First Majestic will become an insider of the company. Transaction is subject to Sierra Madre shareholder and TSX approval. It is a condition to closing of the transaction that Sierra Madre raise a minimum of $7.7931 million (CAD 10 million) in a private placement concurrent with or prior to closing of the transaction. The transaction is expected to occur in the second half of the year. As of November 2, 2022, Sierra Madre Gold and Silver Ltd. (TSXV:SM) and First Majestic have amended the terms of the transaction. The 2% net smelter returns royalty on La Guitarra will now be granted by Subco to First Majestic prior to closing of the transaction, rather than concurrently with closing as previously anticipated. The certain governmental approvals will be required prior to closing of the transaction. All other material terms of the transaction remain unchanged. The transaction is expected to complete by the end of 2022.
As of November 8, 2022, The Special Meeting of Shareholders of Sierra Madre Gold and Silver to be held on December 9, 2022. The meeting is scheduled to pass an ordinary resolution approving the acquisition of all the issued and outstanding shares of La Guitarra Compañia Minera S.A. de C.V., pass an ordinary resolution approving First Majestic Silver Corp. becoming a new Control Person (as defined under the policies of the TSX Venture Exchange) of Sierra Madre Gold and Silver and to consider such other matters, including without limitation such amendments or variations to the foregoing resolutions. AS of December 9, 2022 Sierra Madre Gold and Silver Ltd. shareholders approved the deal. The Transaction has been Conditionally accepted by the TSX Venture Exchange (the “Exchange”). Given the significance of this Acquisition, Sierra Madre has been recently advised to receive Mexican antitrust approval prior to the resumption of trading. Sierra Madre currently anticipates receiving this antitrust approval during Q1 of 2023. As of March 21, 2023, The deal has been approved by the Mexico's antitrust agency. The deal is expected to be completed on March 30, 2023.

Sierra Madre Gold and Silver Ltd. (TSXV:SM) completed the acquisition of La Guitarra Compania Minera S.A. from First Majestic Silver Corp. (TSX:FR) on March 29, 2023.