First Majestic Announces Friendly Acquisition of Orko Silver

First Majestic Announces Friendly Acquisition of Orko Silver 
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/16/12 -- First
Majestic Silver Corp. ("First Majestic")
(TSX:FR)(NYSE:AG)(FRANKFURT:FMV) and Orko Silver Corp. ("Orko") (TSX
that the companies have entered into a definitive agreement (the
"Arrangement Agreement") pursuant to which First Majestic has agreed
to acquire all of the issued and outstanding common shares of Orko
for consideration of 0.1202 of a common share of First Majestic (the
"Exchange Ratio") plus $0.0001 in cash per Orko common share. The
offer implies a value of C$2.72 per Orko share based on the closing
prices of both First Majestic and Orko's common shares on the Toronto
Stock Exchange ("TSX") and TSX Venture Exchange, respectively, on
December 14, 2012. The offer represents a premium of approximately
69% to Orko's 30-day volume-weighted average price ("VWAP") for the
period ending December 14, 2012. The transaction will be implemented
by way of a plan of arrangement (the "Arrangement") under the
Business Corporations Act (British Columbia). 

--  Adds La Preciosa, one of the largest undeveloped primary silver
    resources globally, to First Majestic's already robust growth portfolio
    of Mexican assets 
--  Further enhances First Majestic's land position in the Sierra Madre
    Belt, one of the world's most prolific silver and gold regions 
--  Increases leverage to silver with very large, predominantly silver,
    resource base 
--  La Preciosa's planned development timeline blends well with First
    Majestic's existing organic growth strategy, with anticipated start up
    timed after the ramp up of Del Toro and La Guitarra 
--  La Preciosa, located in the State of Durango, is in close proximity to
    First Majestic's existing La Parrilla and Del Toro mines, allowing First
    Majestic to strengthen its position in the area, employ its in-country
    expertise in mine development and realize potential operational
--  The transaction is accretive to First Majestic's net asset value per
    share, resources per share and longer-term production and cash flow per


--  Provides Orko shareholders with a significant premium to the current
    market price 
--  Opportunity to participate in a leading silver producer through an all-
    share transaction 
--  Diversifies Orko's single asset risk profile and provides exposure to
    First Majestic's diversified portfolio of producing and development
    assets in Mexico 
--  Obtains access to First Majestic's mine building experience, operating
    expertise and financial strength reducing risk of the development of La
--  Enhances capital markets presence with a pro forma market capitalization
    in excess of $3 billion based on current share prices including
    increased analyst coverage, trading liquidity and a broader
    institutional investor base 

Keith Neumeyer, President & CEO of First Majestic, stated: "We
believe this transaction provides an exceptional opportunity for the
shareholders of both companies. Orko is an excellent strategic fit
within First Majestic, further strengthening our presence in Mexico
by providing another high quality development project to our existing
asset portfolio in an area that we are already very familiar with.
Orko shareholders stand to realize a substantial premium and to
capitalize on the track record of value creation that First Majestic
Gary Cope, President & CEO of Orko, said: "We believe this
transaction is highly attractive to Orko shareholders and is the
culmination of many years of success Orko has had in growing and
advancing one of the largest undeveloped primary silver deposits in
the world. We are very pleased to join forces with First Majestic in
a transaction which brings the necessary capital and mine building
expertise that is required to advance La Preciosa to production." 
Under the terms of the Arrangement Agreement, on closing, each Orko
shareholder will receive 0.1202 common shares of First Majestic plus
$0.0001 in cash per Orko common share held. Pursuant to the
transaction, First Majestic will (assuming exercise of all existing
Orko stock options) issue approximately 17.1 million common shares,
valuing Orko's equity at approximately C$387 million. Following the
completion of the transaction, the current shareholders of Orko will
hold approximately 13% of the issued and outstanding shares of First
Majestic. The transaction will be carried out by way of a
court-approved plan of arrangement and will require the approval of
at least 66 2/3% of the votes cast by the shareholders and
optionholders of Orko, voting together as a single class, at a
special meeting expected to take place in February 2013. In addition
to shareholder and court approvals, the transaction is subject to
applicable regulatory approvals and the satisfaction of certain other
closing conditions customary in transactions of this nature. 
The Arrangement Agreement includes customary provisions, including
non-solicitation of alternative transactions, right to match superior
proposals and fiduciary-out provisions. In addition, Orko has agreed
to pay a termination fee to First Majestic of C$11.6 million upon the
occurrence of certain events. First Majestic and Orko have each
agreed to reimburse the other party for certain expenses upon the
occurrence of certain other events. 
The Board of Directors of Orko has unanimously approved the
transaction and will provide a written recommendation that Orko
securityholders vote in favour of the transaction which will be
included in the information circular to be mailed to securityholders
in connection with the Arrangement. Each of the directors and senior
officers of Orko, who hold in the aggregate approximately 8% of the
issued and outstanding Orko shares (assuming exercise of all existing
Orko stock options) have entered into a voting agreement with First
Majestic and have agreed to vote in favour of the transaction at the
special meeting of Orko securityholders to be held to consider the
Full details of the Arrangement will be included in a Management
Information Circular to be filed with the regulatory authorities and
mailed to Orko securityholders in accordance with applicable
securities laws. Orko expects to mail the Management Information
Circular in January 2013. 
Dundee Capital Markets acted as exclusive financial advisor and
McCullough O'Connor Irwin LLP acted as legal counsel to First
Majestic. Dundee Capital Markets has provided an opinion to the First
Majestic Board of Directors that, based upon and subject to the
assumptions, limitations and qualifications in the opinion, the
consideration being offered by First Majestic to Orko pursuant to the
transaction is fair, from a financial point of view, to First
BMO Capital Markets and GMP Securities L.P. acted as financial
advisors and Stikeman Elliott LLP acted as legal advisor to Orko. BMO
Capital Markets and GMP Securities L.P. have each provided an opinion
to the Board of Directors of Orko that, based upon and subject to the
assumptions, limitations, and qualifications in the opinions, the
consideration to be received is fair, from a financial point of view,
to the shareholders of Orko. 
First Majestic and Orko will host a joint conference call and webcast
on December 17, 2012 at 8:30 am Eastern time / 5:30 am Pacific time
for members of the investment community to discuss the proposed
transaction. The call-in details are as follows: 

    Toll Free Canada & USA:      1-800-319-4610 
    Outside of Canada & USA:     1-604-638-5340 
    Toll Free Germany:           0800 180 1954  
    Toll Free UK:                0808 101 2791  

Click on WEBCAST on the First Majestic homepage as a simultaneous
audio webcast of the conference call at 
The Conference call will be recorded and you can listen to an archive
of the conference by calling: 

    Toll Free Canada & USA:      1-800-319-6413 
    Outside of Canada & USA:     1-604-638-9010 
    Pin Code:                    3928           

An archived webcast of the conference call will also be available at 
First Majestic is a producing silver company focused on silver
production in Mexico and is aggressively pursuing its business plan
of becoming a senior silver producer through the development of its
existing mineral property assets and the pursuit through acquisition
of additional mineral assets which contribute to First Majestic
achieving its corporate growth objectives. 
For further information, contact or visit our
website at 
Orko Silver Corp. is developing one of the world's largest
undeveloped primary silver deposits, La Preciosa, located near the
city of Durango, in the State of Durango, Mexico. 
For further information, contact Orko Silver Corp. via our website
online at  

MAJESTIC SILVER CORP.                   SILVER CORP.                        
"Keith Neumeyer"                        "Gary Cope"                         
Keith Neumeyer                          Gary Cope                           
President & CEO                         President & CEO                     

This news release includes certain "Forward-Looking Statements"
within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward-looking information" under applicable
Canadian securities laws. When used in this news release, the words
"anticipate", "believe", "estimate", "expect", "target", "plan",
"forecast", "may", "schedule" and similar words or expressions,
identify forward-looking statements or information. These
forward-looking statements or information relate to, among other
things: completion of the Arrangement and the various steps thereto,
including filing and mailing of securityholder documents and holding
securityholder meetings; liquidity of First Majestic shares; future
growth potential for First Majestic and its business; future mine
development plans; the price of silver and other metals; the accuracy
of mineral reserve and resource estimates and estimates of future
production and costs of production at our properties; estimated
production rates for silver and other payable metals produced by us,
the estimated cost of development of our development projects. 
These statements reflect First Majestic's current views with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by First
Majestic, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed or
implied by such forward-looking statements or information and First
Majestic has made assumptions and estimates based on or related to
many of these factors. Such factors include, without limitation:
satisfaction or waiver of all applicable conditions to closing of the
Arrangement including, without limitation, receipt of all necessary
securityholder, court, stock exchange and regulatory approvals or
consents and lack of material changes with respect to First Majestic
and Orko and their respective businesses, all as more particularly
set forth in the Arrangement Agreement; fluctuations in general
macro-economic conditions; fluctuations in securities markets and the
market price of First Majestic's shares; fluctuations in the spot and
forward price of silver, gold, base metals or certain other
commodities (such as natural gas, fuel oil and electricity);
fluctuations in the currency markets (such as the Canadian dollar and
Mexican peso versus the U.S. dollar); changes in national and local
government, legislation, taxation, controls, regulations and
political or economic developments in Canada or Mexico; operating or
technical difficulties in connection with mining or development
activities; risks and hazards associated with the business of mineral
exploration, development and mining (including environmental hazards,
industrial accidents, unusual or unexpected formations, pressures,
cave-ins and flooding); risks relating to the credit worthiness or
financial condition of suppliers, refiners and other parties with
whom First Majestic does business; inability to obtain adequate
insurance to cover risks and hazards; and the presence of laws and
regulations that may impose restrictions on mining, including those
currently enacted in Mexico; employee relations; relationships with
and claims by local communities and indigenous populations;
availability and increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development, including the risks of obtaining necessary licenses,
permits and approvals from government authorities; diminishing
quantities or grades of mineral reserves as properties are mined;
First Majestic's title to properties; and the factors identified
under the caption "Risk Factors" in First Majestic's Annual
Information Form, under the caption "Risks Relating to First
Majestic's Business". 
Readers are cautioned against attributing undue certainty to
forward-looking statements or information. Although First Majestic
has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be anticipated, estimated or intended. First Majestic
does not intend, and does not assume any obligation, to update these
forward-looking statements or information to reflect changes in
assumptions or changes in circumstances or any other events affecting
such statements or information, other than as required by applicable
This News Release may contain forward-looking statements including
but not limited to comments regarding the completion of the
Arrangement and the various steps thereto, including filing and
mailing of securityholder documents and holding securityholder
meetings, value of Orko shares, liquidity of First Majestic shares,
future growth potential for First Majestic and its business, future
mine development plans, the price of silver and other metals, the
accuracy of mineral resource estimates, reasonable prospects of
economic extraction of a mineral resource, timing and content of
upcoming work programs, geological interpretations, receipt of
property title, potential mineral recovery processes, etc.
Forward-looking statements address future events and conditions and
therefore involve inherent risks and uncertainties. Actual results
may differ materially from those currently anticipated in such
statements and Orko undertakes no obligation to update such
statements, except as required by law. The resource estimate is based
on a geological model based on interpretations of multiple veins in
wide spaced drill holes. There is risk that the interpreted
continuity and orientation of the veins could change with additional
drilling. The sample values in the drill core may not be
representative of those portions of the deposit as precious metal
deposits are subject to nugget effect and rapid changes to grade over
relatively short distances. Sampling gaps in the modelled veins may
allow higher grade samples to be projected into unsampled lower grade
areas of the model. This could cause overestimation of tonnes and
grade. The converse is also true. Density values of the blocks are
based on a model that may not be accurate and may cause local biases
in tonnage estimates.  
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release. 
First Majestic Silver Corp.
Todd Anthony
Investor Relations
Orko Silver Corp.
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