UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION
12 OF THE SECURITIES
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES
For the fiscal year ended
December 31, 2018
Commission File Number
001-34984
FIRST MAJESTIC SILVER CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
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1041
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Not Applicable
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(Province or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer Identification
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of incorporation or
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Classification Code Number)
|
Number)
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organization)
|
|
|
925 West Georgia Street, Suite 1800
Vancouver,
British Columbia V6C 3L2, Canada
(604) 688-3033
(Address and telephone number of Registrants principal executive
offices)
National Registered Agents, Inc.
1090 Vermont
Avenue N.W., Suite 910
Washington D.C. 20005
(202)
371-8090
(Name, address (including zip code) and telephone
number (including area code) of agent for service in the
United States)
_____________
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
:
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Name of exchange on which registered
:
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Common Shares, no par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information
filed with this Form.
[ ]
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Annual information
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[ ]
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Audited annual financial
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Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report. 199,264,637
- 2 -
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
Yes
[X]
No
[
]
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit
such files).
Yes
[X]
No [
]
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [ ]
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
___
- 3 -
NOTE TO UNITED STATES READERS
DIFFERENCES
IN UNITED STATES AND CANADIAN
REPORTING PRACTICES
First Majestic Silver Corp. (the Company or the Registrant)
is permitted, under a multi-jurisdictional disclosure system adopted by the
United States, to prepare this annual report on Form 40-F in accordance with
Canadian disclosure requirements, which are different from those of the United
States. The Company prepares its financial statements (the Audited Financial
Statements) in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The AIF filed as Exhibit 99.1 to this annual report on Form
40-F has been prepared in accordance with the requirements of the securities
laws in effect in Canada, which differ from the requirements of United States
securities laws. The terms mineral reserve, proven mineral reserve and
probable mineral reserve are Canadian mining terms as defined in accordance
with Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and
Petroleum (the CIM) CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as amended. These definitions differ from
the definitions in the United States Securities and Exchange Commission (SEC)
Industry Guide 7 (SEC Industry Guide 7) under the United States Securities Act
of 1933, as amended. Under SEC Industry Guide 7 standards, a final or
bankable feasibility study is required to report reserves, the three-year
historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
defined in and required to be disclosed by NI 43-101; however, these terms are
not defined terms under SEC Industry Guide 7 and are normally not permitted to
be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves. Inferred mineral resources
have a great amount of uncertainty as to their existence and as to their
economic and legal feasibility. It cannot be assumed that all or any part of an
inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis
of feasibility or pre-feasibility studies, except in rare cases. Investors are
cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of contained ounces
in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not
constitute reserves by SEC standards as in place tonnage and grade without
reference to unit measures.
Accordingly, information contained in this annual report on
Form 40-F and the documents incorporated by reference herein containing
descriptions of the Companys mineral deposits may not be comparable to similar
information made public by U.S. companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder.
- 4 -
ANNUAL INFORMATION FORM
The AIF is filed as Exhibit 99.1 to, and incorporated by
reference in, this annual report on Form 40-F.
AUDITED ANNUAL FINANCIAL STATEMENTS
The Audited Financial Statements for the year ended December
31, 2018, including the report of the independent registered public accounting
firm with respect thereto, is filed as Exhibit 99.2 to, and incorporated by
reference in, this annual report on Form 40-F.
MANAGEMENTS DISCUSSION AND ANALYSIS
The Companys managements discussion and analysis of results
of operations and financial condition for the year ended December 31, 2018 is
filed as Exhibit 99.3 to, and incorporated by reference in, this annual report
on Form 40-F.
CERTIFICATIONS
See Exhibits 99.4, 99.5, 99.6 and 99.7, which are included as
Exhibits to this annual report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this annual report on Form
40-F, the Companys management, with the participation of its President and
Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has
evaluated the effectiveness of the Companys disclosure controls and procedures.
Based upon the results of that evaluation, the Companys CEO and CFO have
concluded that, as of December 31, 2018, the Companys disclosure controls and
procedures were effective to provide reasonable assurance that the information
required to be disclosed by the Company in reports it files is recorded,
processed, summarized and reported, within the appropriate time periods and is
accumulated and communicated to management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
The Companys management, with the participation of its CEO and
CFO, is responsible for establishing and maintaining adequate internal control
over financial reporting as such term is defined in the rules of the United
States Securities and Exchange Commission and the Canadian Securities
Administrators. The Companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with IFRS as issued by the IASB. The Companys internal control over financial
reporting includes policies and procedures that:
- 5 -
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maintain records that accurately and fairly reflect, in reasonable detail,
the transactions and dispositions of assets of the Company;
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provide reasonable assurance that transactions are recorded as necessary
for preparation of financial statements in accordance with IFRS as issued by
IASB;
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provide reasonable assurance that the Companys receipts and expenditures
are made only in accordance with authorizations of management and the
Companys Directors; and
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provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Companys assets that
could have a material effect on the Companys consolidated financial
statements.
The Companys internal control over financial reporting may not
prevent or detect all misstatements because of inherent limitations.
Additionally, projections of any evaluation of effectiveness for future periods
are subject to the risk that controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with the Companys
policies and procedures.
The Company's management evaluated the effectiveness of our
ICFR based upon the criteria set forth in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on management's evaluation, our CEO and CFO concluded
that our ICFR was effective as of December 31, 2018.
Management excluded from its assessment the internal controls,
policies and procedures of Primero, which the Company acquired control on May
10, 2018. Primeros total assets, net assets and total revenues on a combined
basis constitute approximately 39%, 53%, and 34%, respectively, of the
consolidated financial statement amounts as of December 31, 2018. This
limitation of scope is in accordance with section 3.3(1)(b) of NI 52-109, which
allows for an issuer to limit the design of DC&P or ICFR to exclude a
business that the issuer acquired not more than 365 days before the end of the
financial period to which the CEOs and CFOs certification of annual filings
relates.
With the exception of the internal controls of Primero, there
has been no change in the Companys internal control over financial reporting
during the year ended December 31, 2018 that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over
financial reporting.
The Company's independent registered public accounting firm,
Deloitte LLP, have audited these Consolidated Annual Financial Statements and
have issued an attestation report dated February 22, 2019 on the Company's
internal control over financial reporting based on the criteria set forth in
Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
- 6 -
Limitations of Controls and Procedures
The Companys management, including the President and Chief
Executive Officer and Chief Financial Officer, believes that any disclosure
controls and procedures or internal control over financial reporting, no matter
how well conceived and operated, may not prevent or detect all misstatements
because of inherent limitations. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, they cannot provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
prevented or detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by unauthorized override of the control. The design of any control system also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Accordingly, because of the
inherent limitations in a cost effective control system, misstatements due to
error or fraud may occur and not be detected.
AUDIT COMMITTEE
Audit Committee
The Companys board of directors has a separately designated
standing audit committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the Companys audit committee are identified on
page 145 of the AIF, filed as Exhibit 99.1 and incorporated by reference herein.
In the opinion of the Companys board of directors, all members of the audit
committee are independent (as determined under Rule 10A-3 of the Exchange Act
and the rules of the New York Stock Exchange) and are financially literate.
Audit Committee Financial Expert
The Companys board of directors has determined that Douglas
Penrose is an audit committee financial expert, as such term is defined in Form
40-F, in that he has an understanding of generally accepted accounting
principles and financial statements; is able to assess the general application
of accounting principles, including, in connection with the accounting for
estimates, accruals and reserves; has experience preparing, auditing, analyzing
or evaluating financial statements that entail accounting issues of equal
breadth and complexity to the Companys financial statements (or actively
supervising another person who did so); has an understanding of internal
controls and procedures for financial reporting; and has an understanding of
audit committee functions
CODE OF ETHICS
The Company has adopted a written Code of Ethical Conduct that
qualifies as a code of ethics within the meaning of such term in Form 40-F. A
copy of this code is available on the Companys website at http://www.firstmajestic.com or to any person
without charge, by written request addressed to: First Majestic Silver Corp.,
Attention: Corporate Secretary, Suite 1800 925 West Georgia Street, Vancouver,
British Columbia V6C 3L2 Canada (604) 688-3033, or by email (
info@firstmajestic.com
).
- 7 -
If any amendment to the Code of Ethical Conduct is made, or if
any waiver from the provisions thereof is granted, the Company may elect to
disclose the information about such amendment or waiver required by Form 40-F to
be disclosed, by posting such disclosure on the Companys website, which may be
accessed at www.firstmajestic.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte LLP acted as the Companys independent registered
public accounting firm for the financial year ended December 31, 2018. See page
146 of the AIF, which is attached hereto as Exhibit 99.1, for the total amount
billed to the Company by Deloitte LLP for services performed in the last two
financial years by category of service (for audit fees, audit-related fees, tax
fees and all other fees) in United States dollars.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND
PROCEDURES
See Appendix A of the AIF incorporated by reference to this
document as Exhibit 99.1.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors, or relationships with unconsolidated special purpose
entities.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading Managements
Discussion and Analysis Management of Risks and Uncertainties Liquidity
Risk contained in Exhibit 99.3 as filed with this annual report on Form 40-F
contains the Companys disclosure of contractual obligations and is incorporated
by reference herein.
NEW YORK STOCK EXCHANGE DISCLOSURE
Presiding Director at Meetings of Non-Management Directors
The Company schedules regular executive sessions in which the
Companys non-management directors (as that term is defined in the rules of
the New York Stock Exchange) meet without management participation. Douglas
Penrose serves as the presiding director (the Presiding Director) at such
sessions. Each of the Companys non-management directors is independent within
the meaning of the rules of the New York Stock Exchange.
- 8 -
The Company also holds executive sessions at least four times
per year in which the Companys independent directors meet without participation
from management or non-independent directors.
Communication with Non-Management Directors
Shareholders may send communications to the Companys
non-management directors by writing to Douglas Penrose, Chairman of the board of
directors, c/o Corporate Secretary, First Majestic Silver Corp., 925 West
Georgia Street, Suite 1800, Vancouver, British Columbia, V6C 3L2. Communications
will be referred to the Presiding Director for appropriate action. The status of
all outstanding concerns addressed to the Presiding Director will be reported to
the board of directors as appropriate.
Board Committee Mandates
The Charters of the Companys audit committee, compensation and
nominating committee, and governance committee are each available for viewing on
the Companys website at www.firstmajestic.com.
NYSE Statement of Governance Differences
As a Canadian corporation listed on the NYSE, the Company is
not required to comply with most of the NYSE corporate governance standards, so
long as it complies with Canadian corporate governance practices. In order to
claim such an exemption, however, the Company must disclose the significant
difference between its corporate governance practices and those required to be
followed by U.S. domestic companies under the NYSEs corporate governance
standards. The Company has included a description of such significant
differences in corporate governance practices on its website, which may be
accessed at
www.firstmajestic.com
.
UNDERTAKINGS
The Company undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X with respect to the class of securities in
relation to which the obligation to file this annual report on Form 40-F arises.
- 9 -
EXHIBIT INDEX
Exhibit
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Description
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99.1
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Annual Information Form of the Company for the year ended
December 31, 2018
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99.2
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Audited consolidated financial statements of the Company
and the notes thereto for the years ended December 31, 2018 and 2017,
together with the reports of the independent registered public accounting
firm
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99.3
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Managements Discussion and Analysis for the year ended
December 31, 2018
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99.4
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CEO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley
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99.5
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CFO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley
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99.6
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CEO Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.7
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CFO Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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99.8
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Consent of Ramon Mendoza Reyes, P. Eng., Vice President
Technical Services of First Majestic Silver Corp.
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99.9
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Consent of Maria E. Vazquez Jaimes, P. Geo., Geological
Database Manager of First Majestic Silver Corp.
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99.10
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Consent of Jesus M. Velador Beltran, MMSA, former
Director of Exploration of First Majestic Silver Corp.
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99.11
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Consent of Phillip J. Spurgeon, P. Geo., Senior Resource
Modeler of First Majestic Silver Corp
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99.12
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Consent of Gregory Kenneth Kulla, P. Geo., Vice President
of Exploration of First Majestic Silver Corp.
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99.13
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Consent of Peter Oshust, P. Geo, formerly of Amec Foster
Wheeler Americas Ltd.
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99.14
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Consent of Andrew Hamilton, P. Geo., Independent
Consultant
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99.15
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Consent of Stephen Taylor, P. Eng., of SRK Consulting
(Canada) Inc.
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99.16
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Consent of Sebastian Bernier, P. Geo..
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99.17
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Consent of Dominic Chartier, P. Geo., of SRK Consulting
(Canada) Inc.
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99.18
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Consent of Daniel Sepulveda, P. Geo., of SRK Consulting
(Canada) Inc.
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99.19
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Consent of David Maarse, P. Geo.
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99.20
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Consent of David Rowe, CPG, of Rowearth, LLC
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99.21
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Consent of Joaquin Merino, P. Geo., Consultant
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99.22
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Consent of Rod Webster, M.AIG, of AMC Mining Consultants
(Canada) Ltd.
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99.23
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Consent of John Morton Shannon, P. Geo. of AMC Mining
Consultants (Canada) Ltd.
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99.24
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Consent of Nathan Eric Fier, P. Eng., formerly of
Silvercrest Metals Inc.
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99.25
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Consent of Deloitte LLP, Independent Registered Public
Accounting Firm
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101.INS
|
XBRL Instance Document
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101.SC
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PR
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XBRL Taxonomy Extension Presentation Linkbase Document
|
- 10 -
SIGNATURES
Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: March 29, 2019
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FIRST MAJESTIC SILVER CORP.
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By
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/s/
Keith Neumeyer
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Keith Neumeyer
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Chief Executive Officer
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