UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For: November 29, 2021

(SEC File No. 0-50437)

 

#770 – 800 West Pender Street, Vancouver BC, V6C 2V6, CANADA

Address of Principal Executive Office

 

The registrant files annual reports under cover: Form 20-F Form 40-F
     
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):  
     
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):  
     
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934: Yes No
     
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Exhibits  
   
99.1 Form 51-102f3 - Material Change Report
   

 

 

 

 

 

 

 

 

 

 

 

     
Date: November 29, 2021   MAG Silver Corp.  
       
    "Jill Neff"  
    Jill Neff  
    Corporate Secretary  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1:Name and Address of Company

 

MAG Silver Corp. (“MAG” or the “Company”)

800 West Pender Street, Suite 770

Vancouver, BC V6C 2V6

 

Item 2:Date of Material Change

 

November 22, 2021

 

Item 3:News Release

 

A news release announcing the material change was disseminated on November 22, 2021 through Globe Newswire, and a copy was subsequently filed on SEDAR and EDGAR.

 

Item 4:Summary of Material Change

 

On November 22, 2021, MAG announced that it had entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and Raymond James Ltd. under which the underwriters had agreed to buy on a bought deal basis 2,340,000 common shares (the “Common Shares”), at a price of US$17.15 (the “Offering Price”) per Common Share for gross proceeds of approximately US$40 million (the “Offering”).

 

Item 5:Full Description of Material Change

 

5.1 Full Description of Material Change

 

On November 22, 2021, MAG announced that it had entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and Raymond James Ltd. under which the underwriters had agreed to buy on a bought deal basis 2,340,000 Common Shares at the Offering Price, for gross proceeds of approximately US$40 million. The Company had also granted the underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about November 29, 2021.

 

MAG announced that Common Shares would be offered by way of a prospectus supplement in all of the provinces and territories of Canada other than Quebec, and would be offered in the United States pursuant to an effective registration statement filed under the Canada/U.S. multi-jurisdictional disclosure system (File No. 333-237807), and on a private placement basis in certain jurisdictions outside Canada and the United States pursuant to applicable prospectus exemptions.

 

The Company intends to use the proceeds of the Offering to fund exploration on Juanicipio and MAG’s other projects including Deer Trail, certain sustaining capital requirements at the Juanicipio Project not included in the initial project capital estimates, and for working capital and general corporate purposes.

 

 

 

 

5.2 Disclosure of Restructuring Transactions

 

Not applicable

 

Item 6:Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

 

Not applicable

 

Item 7:Omitted Information

 

Not applicable

 

Item 8:Executive Officer

 

For further information, please contact Michael J. Curlook, VP Investor Relations and Communications, at 604-630-1399.

 

Item 9:Date of Report


November 29, 2021

 

Cautionary Note Regarding Forward-Looking Statements

Neither the Toronto Stock Exchange nor the NYSE American, LLC has reviewed or accepted responsibility for the accuracy or adequacy of this material change report, which has been prepared by management. This material change report includes certain statements that may be deemed to be “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, including the US Private Securities Litigation Reform Act of 1995. All statements in this material change report, other than statements of historical facts are forward looking statements, including statements regarding the expected timing for closing of the Offering, expected use of proceeds and receipt of regulatory approvals. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although MAG believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, impacts (both direct and indirect) of COVID-19, timing of receipt of required permits, changes in applicable laws, changes in commodities prices, changes in mineral production performance, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions, political risk, currency risk and capital cost inflation. In addition, forward-looking statements are subject to various risks, including that data is incomplete and considerable additional work will be required to complete further evaluation, including but not limited to drilling, engineering and socio-economic studies and investment. The reader is referred to the MAG’s filings with the SEC and Canadian securities regulators for disclosure regarding these and other risk factors. There is no certainty that any forward-looking statement will come to pass, and investors should not place undue reliance upon forward-looking statements.