SecProbe.io

November 6, 2024
Keith Neumeyer
Chief Executive Officer
First Majestic Silver Corporation
Suite 1800 - 925 West Georgia Street
Vancouver, British Columbia V6C 3L2, Canada
Re:First Majestic Silver Corporation
Registration Statement on Form F-4
Filed October 15, 2024
File No. 333-282627
Dear Keith Neumeyer:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 3) U.S. GAAP to IFRS Adjustments
b) Joint Arrangements - LGJV, page 84
We understand from your disclosure that based on a preliminary assessment of the
interests held by Gatos Silver Inc. in the mining operations of the Los Gatos Joint
Venture (LGJV), you believe that it meets the definition of a joint venture, rather than
a joint operation, based on the guidance pertaining to joint arrangements in paragraphs
14-19 and Appendix B of IFRS 11.

Please provide us with the analysis that you performed in formulating that assessment,
including reference to the specific provisions within the contractual agreements 1.

November 6, 2024
Page 2
governing the arrangement, and provide such agreements along with your reply; these
should also be filed as exhibits or incorporated by reference into the Form F-4.

Please also advise us of your intentions as to whether LGJV financial statements and
related notes would be included in your subsequent periodic filings, assuming that the
acquisition is completed.
Exhibits
2.Please file both a legal opinion and tax opinion prior to requesting effectiveness. Refer
to Item 21 of Part II of Instructions to Form F-4.
General
3.On page 2, you have disclosure that First Majestic intends to mail to First Majestic
shareholders a management information circular relating to the special meeting of
First Majestic’s shareholders, a copy of which will be made available on your website
and SEDAR+. However, you have disclosure on page 31 that First Majestic
shareholders must approve the share issuance in connection with the merger pursuant
to NYSE and TXS listing rules, and to "See the section entitled '[].'" From this, it is
unclear if you intend to provide information about your proxy solicitation and notice
of special meeting in this proxy/prospectus. Please explain how you intend to provide
this information. If you do not believe you have to include this information in this
proxy/prospectus, please provide your analysis.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lily Dang at 202-551-3867 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Dan Miller