FIRST MAJESTIC SILVER CORP

CFM Tax Re-assessments

In 2023, as part of the ongoing annual audits of the tax returns of CFM, the SAT issued tax assessment for fiscal 2016 for corporate income tax in the total amount of $71.5 million (1,449 million MXN) including interest, inflation and penalties. The major item relates to planning that took place post-acquisition of Santa Elena (via the acquisition of SilverCrest on October 1, 2015) at the Canadian level. Mexico contends a right to tax a disposition of the shares of SilverCrest by First Majestic although the transaction in question involved the disposition of the shares of one Canadian company by another Canadian company and was reported for tax purposes in Canada. The Company continues to defend the validity of the transaction in question and will vigorously dispute the assessments that have been issued. The Company, based on advice from legal and financial advisors, believes CFM’s tax filings were appropriate and its tax filing position is correct, therefore no liability has been recognized in the financial statements.

Regulatory Actions

No penalties or sanctions were imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the year ended December 31, 2024.

No penalties or sanctions were imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision.

The Company did not enter into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority during the year ended December 31, 2024.

MATERIAL CONTRACTS

Other than material contracts entered into in the ordinary course of business and upon which the Company's business is not substantially dependent, the following contracts are considered material contracts of the Company:

• the Note Indenture;

• the 2024 Sales Agreement;

• the amended and restated joint venture agreement (the "A&R JVA");

• the amended and restated offtake agreement (the "A&R Offtake Agreement"); and

• the amended and restated services agreement (the "A&R Services Agreement").

The A&R JVA

On December 19, 2024, Gatos, Dowa, MPR and OpCo entered into the A&R JVA regarding the Los Gatos Joint Venture to explore, develop and operate the Los Gatos concessions including the Los Gatos Silver Mine in northern Mexico. This agreement came into effect on January 1, 2025.

The A&R JVA governs and defines the respective rights, interests, powers and obligations of each of the Partners to each other and to the Joint Venture Entities. Under the terms of the A&R JVA, Gatos has a 70% participating interest and Dowa has a 30% participating interest in the Joint Venture Entities, which reflects the capital contributions made by each of the Partners. The business of the Joint Venture Entities includes exploration, development and mining of the properties, operation of the Los Gatos Silver Mine and completion of environmental compliance obligations and other obligations affecting the properties.

Each of the Joint Venture Entities is governed by a board which consists of up to three managers, two of which are nominated by Gatos, and one of which is nominated by Dowa. Each Partner is required to vote its participating interest to appoint or elect nominated managers, and each Partner is entitled to remove or replace its nominees upon written notice to the other Partner. Neither the MPR board nor the OpCo board may make any major decisions, as described in the A&R JVA, or enter into binding agreement with respect to any major decisions without having first obtained the requisite partner approval (being the approval of Partners holding, in the aggregate, at least 90% of the participating interests in MPR and OpCo). In the event that a Partner's participating interest in either MPR or OpCo falls below 5%, the remaining Partner shall have the right to purchase such Partner's participating interest in all of the Joint Venture Entities by delivering written notice to such Partner.

The A&R JVA provides that, as consideration for the execution of Gatos' rights and duties under the A&R Services Agreement, Gatos is entitled to a management fee equal to $6 million per year to be paid in equal monthly installments. Such fee is subject to inflationary adjustment as approved by the Partners. Such fee may be adjusted to 3% of the total operating and capital expenditures in the case of any year in which the Joint Venture Entities do not have any commercial production of mineral products.

Certain provisions of the A&R JVA require requisite partner approval, which is defined as the approval of Partners holding, in the aggregate, at least 90% of the participating interests in MPR and OpCo. Therefore, despite Gatos' 70% ownership in the Joint Venture Entities, certain matters also require the approval of Dowa. For example, requisite partner approval is required for any major decisions, which includes, but is not limited to, approval of any program or budget, termination of the A&R JVA or the A&R Services Agreement, any project financing or any loan from the Partners, the authorization of financing policies or loans and authorizing transactions between any Joint Venture Entity and a Partner or an affiliate of a Partner other than the A&R Services Agreement and the A&R Offtake Agreement; provided, however that if such major decision was included in any approved program or approved budget, there would not be a requirement to obtain requisite partner approval prior to taking action in respect thereto.

The A&R Offtake Agreement

On December 19, 2024, OpCo and Dowa entered into the A&R Offtake Agreement regarding Dowa's purchase of the zinc concentrates produced at the Los Gatos Silver Mine. The A&R Offtake Agreement amends and restates the Zinc Offtake Agreement dated as of June 27, 2019, as amended, among OpCo and Dowa. Under the terms of the A&R Offtake Agreement, Dowa has the right to elect to purchase all, none, or the lesser of 100% and a maximum tonnage of no less than 25% of the preliminary concentrates budget provided by OpCo of the zinc concentrates produced at the Los Gatos Silver Mine. This agreement came into effect on January 1, 2025.

The A&R Services Agreement

On December 19, 2024, Gatos, MPR and OpCo entered into the A&R Services Agreement regarding Gatos oversight and direction of OpCo and the provision of services by OpCo to MPR. The A&R Services Agreement amends and restates the Services Agreement dated as of January 23, 2015, as amended, among Gatos, MPR and OpCo. Under the terms of the A&R Services Agreement, all of OpCo's duties are to be performed in accordance with instructions, guidelines and strategic direction provided by Gatos, and requires OpCo to transparently and timely share all information in the possession of OpCo with Gatos. Such duties of OpCo include, but are not limited to, the day-to-day operations of MPR and its assets and monitoring the operating performance of MPR. This agreement came into effect on January 1, 2025.