| ANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 20, 2007) - NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. FIRST MAJESTIC SILVER CORP. (TSX VENTURE:FR)(PINK SHEETS:FRMSF)(FRANKFURT:FMV)(WKN:A0LHKJ) (the "Company") is pleased to announce that it has engaged Cormark Securities Inc. (formerly Sprott Securities Inc.) and CIBC World Markets Inc. (as co-lead underwriters) and Blackmont Capital Inc. (the "Underwriters") as underwriters to purchase on a "bought-deal" basis up to 4 million Special Warrants of the Company at a price of $5.00 per Special Warrant (the "Issue Price") for aggregate gross proceeds to First Majestic Silver Corp. of $20 million. The Underwriters will have the option to sell up to an additional $24 million of the Offering at the Issue Price at any time prior to the closing date. Each Special Warrant will be exercisable for one Unit of the Company and will be automatically exercised for one Unit of the Company on the date the Company obtains a final receipt for a prospectus qualifying the underlying shares. In the event the Company has not obtained a final receipt prior to the date that is eleven weeks after the closing date, each Special Warrant will be automatically exercised for 1.08 Units. Each Unit will entitle the holder to acquire one common share and one-half of one share purchase warrant. Each whole share purchase warrant will be exercisable at a price of $6.50 for a period of 18 months from the date of closing. The underwriters will receive a commission of 5.5% of the gross proceeds of the offering at closing. The offering is scheduled to close on or about May 10, 2007 and is subject to certain conditions including, but not limited to, satisfactory due diligence and the receipt of all necessary approvals including the approval of the TSX Venture Exchange. Further to the Company\'s press release dated March 28, 2007 under which the Company announced the filing of a preliminary short form prospectus, the Company advises that it is withdrawing that prospectus. The Company has been asked by the securities regulatory authorities to update its 43-101 technical reports for its principal properties and, since it became unlikely that a receipt for its short form prospectus was going to be issued by securities regulatory authorities by the time required under the short form offering, the Company has voluntarily withdrawn the short form prospectus and is proceeding with the private placement disclosed above. First Majestic is a producing silver company focused in Mexico and is aggressively pursuing its business plan to become a senior silver producer through development of its existing assets and the pursuit through acquisition of additional assets that make sense to achieving its corporate objective. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. FIRST MAJESTIC SILVER CORP. Keith Neumeyer, President This press release includes certain "Forward-Looking Statements" within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential mineralization and reserves, exploration results and Future plans and objectives of First Majestic Resource Corp. are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and the TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. |
