Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 13, 2023

MAG Silver Corp.

(SEC File Number: 001-33574)

#770 – 800 West Pender Street, Vancouver BC, V6C 2V6, CANADA
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]

Exhibits

99.1	Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2023
99.2	Management Discussion and Analysis for the three and nine months ended September 30, 2023
99.3	Form 52-109F2 CEO Certification of Interim Filings
99.4	Form 52-109F2 CFO Certification of Interim Filings


Date: November 13, 2023	MAG Silver Corp.

	"Jill Neff"
	Jill Neff
	Corporate Secretary

Exhibit 99.1

MAG Silver Corp.

Unaudited Condensed Interim Consolidated Financial Statements

(expressed in thousands of US dollars)

For the three and nine months ended September 30, 2023

Dated: November 10, 2023

A copy of this report will be provided to any shareholder who requests it.

VANCOUVER OFFICE

Suite 770

800 W. Pender Street

Vancouver, BC V6C 2V6

604 630 1399 phone

866 630 1399 toll free

604 681 0894 fax

TSX: MAG

NYSE American : MAG

info@magsilver.com

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Income and Comprehensive Income
For the three and nine months ended September 30, 2023 and 2022
(In thousands of US dollars, except for shares and per share amounts - Unaudited)

		For the three months ended						For the nine months ended
		September 30,			September 30,			September 30,			September 30,
		2023			2022			2023			2022
	Note	$			$			$			$

Income from equity accounted investment in Juanicipio	6		13,692			11,781			44,030			37,890
General and administrative expenses	4		(4,094	)		(3,003	)		(10,599	)		(8,555	)
General exploration and business development			(468	)		(20	)		(610	)		(111	)
Exploration and evaluation assets written down	7		-			-			-			(10,471	)
Operating income			9,130			8,758			32,821			18,753

Interest income			663			216			1,868			335
Other income	9		269			-			629			-
Foreign exchange loss			(192	)		(199	)		(204	)		(403	)
Income before income tax			9,870			8,775			35,114			18,685

Deferred income tax expense			(1,008	)		(548	)		(2,149	)		(216	)
Net income			8,862			8,227			32,965			18,469

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Unrealized loss on equity securities			(2	)		(1	)		(4	)		(60	)
Deferred tax benefit			-			-			-			7
Other comprehensive loss			(2	)		(1	)		(4	)		(53	)

Total comprehensive income			8,860			8,226			32,961			18,416


Basic earnings per share			0.09			0.08			0.32			0.19
Diluted earnings per share			0.09			0.08			0.32			0.19


Weighted average shares outstanding	8
Basic			102,945,350			98,732,615			102,329,945			98,266,916
Diluted			103,501,006			99,329,230			102,934,823			98,952,729

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Financial Position
As at September 30, 2023
(In thousands of US dollars, unless otherwise stated - Unaudited)

	Note	September 30, 2023		December 31, 2022
		$		$

Assets
Current assets
Cash		58,519		29,955
Accounts receivable	5	1,014		708
Prepaid expenses		1,335		1,232
		60,868		31,895
Non-current assets
Investments		7		11
Investment in Juanicipio	6	392,629		338,316
Exploration and evaluation assets	3,7	48,119		37,259
Property and equipment		312		348
		441,067		375,934
Total assets		501,935		407,829

Liabilities
Current liabilities
Trade and other payables		3,286		2,542
Current portion of lease obligation		137		121
Flow-through share premium liability	9	2,357		-
		5,780		2,663
Non-current liabilities
Lease obligation		31		140
Deferred income taxes		5,070		2,921
Provision for reclamation		484		409
Total liabilities		11,365		6,133

Equity
Share capital	8	614,038		559,933
Equity reserve		20,598		18,790
Accumulated other comprehensive income		780		784
Deficit		(144,846	)	(177,811	)
Total equity		490,570		401,696
Total liabilities and equity		501,935		407,829

Commitments and contingencies	15

Subsequent events	16

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.

Condensed Interim Consolidated Statements of Cash Flows

For the three and nine months ended September 30, 2023 and 2022

(In thousands of US dollars, unless otherwise stated - Unaudited)

		For the three months ended,						For the nine months ended,
		September 30,			September 30,			September 30,			September 30,
		2023			2022			2023			2022
	Note	$			$			$			$

OPERATING ACTIVITIES
Net income			8,862			8,227			32,965			18,469
Items not involving cash:
Amortization of flow-through premium liability	9		(269	)		-			(629	)		-
Depreciation and amortization			133			34			201			102
Deferred income tax expense			1,008			548			2,149			216
Exploration and evaluation assets written down			-			-			-			10,471
Income from equity accounted Investment in Juanicipio	6		(13,692	)		(11,781	)		(44,030	)		(37,890	)
Share-based payment expense	8		822			1,113			2,597			2,318
Unrealized foreign exchange loss			129			97			102			313

Movements in non-cash working capital
Accounts receivable			281			(212	)		229			(317	)
Prepaid expenses			642			546			(104	)		(963	)
Trade and other payables			783			166			288			(675	)
Net cash used in operating activities			(1,301	)		(1,262	)		(6,232	)		(7,956	)

INVESTING ACTIVITIES
Exploration and evaluation expenditures	7		(3,811	)		(3,554	)		(10,053	)		(7,394	)
Acquisition of Gatling Exploration, net of cash acquired	3		-			-			-			(2,653	)
Investment in Juanicipio	6		(53	)		(171	)		(25,376	)		(489	)
Receipt of principal and interest on loans to Juanicipio	6		11,295			86			14,589			215
Proceeds from disposition of equity securities			-			-			-			1,111
Purchase of equipment			(19	)		(22	)		(19	)		(35	)
Net cash from (used in) investing activities			7,412			(3,661	)		(20,859	)		(9,245	)

FINANCING ACTIVITIES
Issuance of common shares upon exercise of stock options	8		-			-			225			32
Issuance of common shares, net of share issue costs	8		136			-			39,541			-
Issuance of flow-through shares, net of share issue costs	8		-			-			16,208			-
Payment of lease obligation (principal)			(33	)		(28	)		(94	)		(81	)
Net cash from (used in) financing activities			103			(28	)		55,880			(49	)

Effect of exchange rate changes on cash			(359	)		(197	)		(225	)		9

Increase (decrease) in cash during the period			5,855			(5,148	)		28,564			(17,241	)
Cash, beginning of period			52,664			44,655			29,955			56,748
Cash, end of period			58,519			39,507			58,519			39,507

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.
Condensed Interim Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2023 and 2022
(In thousands of US dollars, except shares - Unaudited)

										Accumulated
		Common shares								other
		without par value					Equity			comprehensive						Total
		Shares		Amount			Reserve			income			Deficit			equity
	Note			$			$			$			$			$
Balance, January 1, 2022			97,809,441		543,927			18,215			1,798			(196,419	)		367,521

Stock options exercised			100,678		1,399			(362	)		-			-			1,037
Stock options exercised cashless			24,247		432			(432	)		-			-			-
Restricted and performance share units converted			98,012		1,147			(1,147	)		-			-			-
Deferred share units converted			86,295		871			(871	)		-			-			-
Shares issued on acquisition of Gatling Exploration			774,643		11,212			-			-			-			11,212
Shares issued in settlement of Gatling Exploration
liability			63,492		945			85			-			-			1,030
Share-based payment			-		-			3,302			-			-			3,302
Transfer of gain on disposal of equity securities
at FVOCI to deficit, net of tax			-		-			-			(964	)		964			-

Other comprehensive income loss			-		-			-			(50	)		-			(50	)
Net income			-		-			-			-			17,644			17,644
Balance, December 31, 2022			98,956,808		559,933			18,790			784			(177,811	)		401,696

Stock options exercised	8		21,346		292			(67	)		-			-			225
Restricted and performance share units converted	8		96,009		994			(994	)		-			-			-
Issued for cash, net of flow-through share
premium liability	8		3,874,450		56,761			-			-			-			56,761
Share issue costs	8		.		(3,942	)		-			-			-			(3,942	)
Share-based payment	8		-		-			2,869			-			-			2,869

Other comprehensive loss			-		-			-			(4	)		-			(4	)
Net income			-		-			-			-			32,965			32,965
Balance, September 30, 2023			102,948,613		614,038			20,598			780			(144,846	)		490,570


Balance, January 1, 2022			97,809,441		543,927			18,215			1,798			(196,419	)		367,521

Stock options exercised			3,125		39			(7	)		-			-			32
Stock options exercised cashless			16,702		165			(165	)		-			-			-
Restricted and performance share units converted			78,895		778			(778	)		-			-			-
Deferred share units converted			25,000		218			(218	)		-			-			-
Shares issued on acquisition of Gatling Exploration			774,643		11,212			-			-			-			11,212
Shares issued in settlement of Gatling Exploration
liability			63,492		945			85			-			-			1,030
Share-based payment			-		-			2,354			-			-			2,354
Transfer of gain on disposal of equity securities
at FVOCI to deficit, net of tax			-		-			-			(964	)		964			-

Other comprehensive loss			-		-			-			(53	)		-			(53	)
Net income			-		-			-			-			18,469			18,469
Balance, September 30, 2022			98,771,298		557,284			19,486			781			(176,986	)		400,565

See accompanying notes to the condensed interim consolidated financial statements

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

NATURE OF OPERATIONS

MAG Silver Corp. (the “Company” or “MAG”) is a growth-oriented Canadian exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG is the ultimate parent company of its consolidated group, was incorporated on April 21, 1999, and is governed by the Business Corporations Act of the Province of British Columbia (“BCABC"). MAG’s shares are listed on both the Toronto Stock Exchange in Canada and the NYSE American, LLC in the United States of America.

The Company’s principal asset is a 44% interest in the Juanicipio Mine (Note 6 “Investment in Juanicipio”) located in Zacatecas, Mexico, which achieved commercial production at its 4,000 tonnes per day (“tpd”) processing facility on June 1, 2023.

Address of registered office of the Company:

2600 – 595 Burrard Street

Vancouver, British Columbia,

Canada V7X 1L3

Head office and principal place of business:

770 – 800 West Pender Street

Vancouver, British Columbia,

Canada V6C 2V6

MATERIAL ACCOUNTING POLICY INFORMATION

(a)

Statement of compliance

These condensed interim consolidated financial statements (“Interim Financial Statements”) are prepared under International Accounting Standards 34 Interim Financial Reporting (“IAS 34”) in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). They do not include all of the information required for full annual IFRS financial statements and therefore should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022.

The accounting policies applied in the preparation of the Interim Financial Statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2022.

These Interim Financial Statements have been prepared on a historical cost basis except for the revaluation of certain financial instruments, which are stated at their fair value.

These Interim Financial Statements were authorized for issuance by the Board of Directors of the Company on November 9, 2023.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

(b)

Significant accounting judgments and estimates

The Company makes certain significant judgments and estimates in the process of applying the Company’s accounting policies. Management believes the judgments and estimates used in these condensed interim consolidated financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The areas involving significant judgments and estimates have been set out in Note 5 of the audited consolidated financial statements for the year ended December 31, 2022, except as noted herein.

Declaration of commercial production at Juanicipio

The Juanicipio mine and related mining infrastructure achieved commercial production on January 1, 2022. Following a successful commissioning period, the Juanicipio processing facility had been operating at approximately 85% of its nameplate of 4,000 tpd with silver recovery consistently above 88%. With all major construction activities completed and the Juanicipio mine, processing facility and other vital systems all operating in line with, or rapidly approaching design capacity (Juanicipio demonstrating its ability to sustain ongoing production levels), commercial production at the Juanicipio processing facility was declared effective June 1, 2023.

With the declaration of commercial production, Juanicipio began depreciating all assets related to processing and associated facilities. In addition, the Company commenced depreciating exploration expenditures at Juanicipio that were capitalized in accordance with the Company’s accounting policies as well as project oversight expenditures incurred by MAG (Note 6).

ACQUISITION OF GATLING EXPLORATION INC.

On March 11, 2022, the Company entered into a Definitive Arrangement Agreement with Gatling Exploration Inc. (“Gatling”) to acquire all of the issued and outstanding common shares of Gatling with the issuance of common shares of the Company and the advancement of a Canadian dollar (“C$”) $3 million convertible note receivable. On May 20, 2022, the Company completed the acquisition of Gatling by way of a court-approved plan of arrangement under the BCABC (the “Transaction”), pursuant to which Gatling became a wholly-owned subsidiary of the Company and the Company thereby acquired a 100% interest in the Larder Project (the “Larder Project”). Under the terms of the Transaction, each former Gatling shareholder received 0.0170627 of a common share of the Company in exchange for each share of Gatling held immediately prior to the Transaction. Holders of options and warrants to acquire common shares of Gatling received replacement options and warrants, respectively, entitling the holders thereof to acquire common shares of the Company, based on, and subject to, the terms of such options and warrants of Gatling, as adjusted by the plan of arrangement.

MAG issued a total of 774,643 common shares to the shareholders of Gatling in connection with the Transaction. The Company also issued 43,675 replacement stock options and 53,508 replacement warrants (Note 8). A portion of the liabilities of Gatling related to change of control payments to Gatling executive management was settled by the issuance of 63,492 common shares of the Company.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The Company has determined that the Transaction did not meet the definition of business combination under IFRS 3, Business Combinations and accordingly, has been accounted for as an asset acquisition.

The purchase price allocation requires management to estimate the relative fair value of identifiable assets acquired and liabilities assumed.

The following tables summarize the fair value of the consideration given and the relative fair values of identified assets and liabilities recognized as a result of the Transaction.

Total shares issued on close:			774,643

			$
MAG share price - C$			18.54
USD exchange rate			0.7807
MAG share price - US$			14.47

Value of shares on close of Transaction			11,212
Value of convertible note receivable			2,392
Value of replacement options and warrants			85
Transaction costs			350
Value of consideration paid			14,039

Identified assets acquired and liabilities assumed			$

Assets
Cash and cash equivalents			89
Receivables, prepaids and deposits			115
Exploration and evaluation assets			15,187
Total Assets			15,391

Liabilities
Accounts payable and accrued liabilities			1,315
Lease liabilities			37
Total Liabilities			1,352

Net assets acquired			14,039

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

GENERAL AND ADMINISTRATIVE EXPENSES

			For the three months ended				For the nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
	$		$		$		$

Accounting and audit		277		110		606		294
Compensation and consulting fees		1,727		957		3,949		2,980
Depreciation and amortization		133		34		201		102
Filing and transfer agent fees		62		7		342		323
General office expenses		171		51		561		414
Insurance		334		530		1,162		1,483
Juanicipio oversight costs		332		-		332		-
Legal		110		74		344		244
Share-based payment expense (see Note 8)		822		1,113		2,597		2,318
Shareholder relations		87		90		276		284
Travel		39		37		229		113
		4,094		3,003		10,599		8,555

ACCOUNTS RECEIVABLE

	September 30,		December 31,
	2023		2022
	$		$
Receivable from Minera Juanicipio (Notes 6 & 14)		643		323
Value added tax ("IVA" and "GST")		367		382
Other receivables		4		3
		1,014		708

INVESTMENT IN JUANICIPIO

Minera Juanicipio was created for the purpose of holding the Juanicipio property, and is held 56% by Fresnillo plc (“Fresnillo”) and 44% by the Company. On December 27, 2021, the Company and Fresnillo created Equipos Chaparral in the same ownership proportions. Equipos Chaparral owns the processing facility and mining equipment which is leased to Minera Juanicipio. Minera Juanicipio and Equipos Chaparral are collectively referred to herein as “Juanicipio,” and in reference to the mine, the “Juanicipio Mine.”

Juanicipio is governed by a shareholders’ agreement and by corporate by-laws. All costs relating to Juanicipio are required to be shared by the Company and Fresnillo pro-rata based on their ownership interests in Juanicipio, and if either party does not fund pro-rata, their ownership interest will be diluted in accordance with the shareholders’ agreement and by-laws.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Fresnillo is the operator of Juanicipio, and with its affiliates, beneficially owns 9,314,877 common shares of the Company as at September 30, 2023, as publicly reported by Fresnillo.

The Company has recorded its Investment in Juanicipio using the equity method of accounting. The recorded value of the investment includes the carrying value of the deferred exploration, mineral and surface rights, Juanicipio costs incurred by the Company, the required net cash investments to establish and maintain its 44% interest in Juanicipio, and the Company’s 44% share of income (loss) from Juanicipio.

Changes during the period of the Company’s investment relating to its interest in Juanicipio is detailed as follows:

	Nine months ended			Year ended
	September 30,			December 31,
	2023			2022
	$			$
Balance, beginning of period		338,316			291,084
Juanicipio oversight expenditures incurred 100% by MAG		384			719
Amortization of Juanicipio's oversight expenditures incurred 100% by MAG		(171	)		-
Cash contributions and advances to Juanicipio (see Note 14)		24,992			8,140
Loan repayment from Juanicipio (see Note 14) ⁽²⁾		(8,800	)		-
Total for the period		16,405			8,859
Income from equity accounted Investment in Juanicipio		44,030			40,767
Interest earned, net of recontributions, reclassified to accounts receivable ⁽¹⁾		(6,122	)		(2,394	)
Balance, end of period		392,629			338,316

⁽¹⁾ A portion of the Investment in Juanicipio is in the form of interest bearing shareholder loans. For the nine months ended September 30, 2023, the Company earned interest, net of recontributions, amounting to $6,122 (year ended December 31, 2022: $2,394), which has been reclassified to accounts receivable, and $5,789 of interest payments were received from Juanicipio (December 31, 2022: $3,564).

⁽²⁾ During the three and nine months ended September 30, 2023, a $7,251 loan to Juanicipio was converted into equity (December 31, 2022: nil).

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

A summary of financial information of Juanicipio (on a 100% basis reflecting adjustments made by the Company, including adjustments for differences in accounting policies) is as follows:

Juanicipio Statements of Income

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
		$			$			$			$

Sales		125,046			49,715			311,303			169,855
Cost of sales:
Production cost		43,782			18,127			125,731			46,108
Depreciation and amortization		21,646			6,376			47,001			15,052
Cost of sales		65,428			24,503			172,732			61,160
Gross profit		59,618			25,212			138,571			108,695

Consulting and administrative expenses		(3,458	)		(1,192	)		(9,116	)		(4,100	)
Extraordinary mining and other duties		(1,635	)		(64	)		(3,532	)		(276	)
		54,526			23,956			125,924			104,319

Exchange gains (losses) and other		419			1,953			(2,414	)		1,895
Interest expense		(5,214	)		(369	)		(13,915	)		(1,109	)
Income tax (expense) benefit		(23,824	)		825			(23,441	)		(20,101	)

Net income		25,907			26,365			86,154			85,004

MAG's 44% portion of net income		11,399			11,601			37,908			37,402
Interest on Junicipio loans - MAG's 44%		2,293			180			6,122			488
MAG's 44% equity income		13,692			11,781			44,030			37,890

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Juanicipio Statements of Financial Position

	September 30,		December 31,
	2023		2022
	$		$
Assets

Current assets
Cash and cash equivalents		23,434		1,102
Value added tax and other receivables		11,759		13,945
Income tax receivable		15,100		-
Concentrate sales receivable		54,994		24,098
Inventories
Stockpiles		6,339		26,020
Metal concentrates		2,891		-
Materials and supplies		17,667		10,081
Prepaids and other assets		6,360		7,756
		138,544		83,002
Non-current assets
Right-of-use assets		1,803		1,336
Mineral interests, plant and equipment		794,275		779,735
Deferred tax assets		8,472		11,259
		804,549		792,330
Total assets		943,094		875,332

Liabilities

Current liabilities
Payables		22,774		34,678
Interest and other payables to shareholders		7,473		13,460
Taxes payable		8,742		36,259
		38,989		84,397
Non-current liabilities
Lease obligation		1,852		1,329
Provisions
Reserves for retirement and pension		54		29
Reclamation and closure		3,519		3,073
Deferred tax liabilities		11,464		22,242
		16,889		26,673
Total liabilities		55,878		111,070

Equity
Shareholders' equity including shareholder advances		887,216		764,262
Total equity		887,216		764,262
Total liabilities and equity		943,094		875,332

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Juanicipio Statements of Cash Flows

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
		$			$			$			$
Operating activities
Net income		25,907			26,365			86,154			85,004
Items not involving cash
Depreciation		21,646			6,376			47,001			15,052
Deferred income tax expense and special mining duty		23,824			(825	)		23,441			20,101
Interest incurred on loans		5,214			369			13,915			1,109
Other		1,017			1,421			2,661			2,212
Income tax and special mining duty payments		(21,257	)		(3,233	)		(77,053	)		(7,951	)
Change in other operating working capital		996			(14,574	)		(35,094	)		6,110
Net cash from operating activities		57,346			15,899			61,026			121,638

Investing activities
Capital expenditures including plant, mine development and exploration		(16,953	)		(34,448	)		(62,368	)		(121,367	)
Other		430			194			716			345
Net cash used in investing activities		(16,524	)		(34,254	)		(61,652	)		(121,022	)

Financing activities
Loans and other capital provided by shareholders		-			-			56,800			255
Repayments of loans to shareholders		(20,000	)		-			(20,000	)		-
Interest paid to shareholders		(5,670	)		(86	)		(13,157	)		(557	)
Payment of lease obligations		(174	)		(212	)		(552	)		(645	)
Net cash (used in) from financing activities		(25,843	)		(298	)		23,091			(947	)

Effect of exchange rate changes on cash and cash equivalents		(84	)		(676	)		(133	)		(464	)

Increase (decrease) in cash and cash equivalents during the period		14,895			(19,329	)		22,332			(796	)

Cash and cash equivalents, beginning of period		8,540			37,504			1,102			18,972

Cash and cash equivalents, end of period		23,434			18,176			23,434			18,176

EXPLORATION AND EVALUATION ASSETS

(a)

In 2018, the Company entered into an option agreement with a private group, whereby the Company has the right to earn 100% ownership interest in a company which owns the Deer Trail project in Utah. The Company paid $150 upon signing the agreement, $150 in each of 2020 and 2021, and $200 in December 2022. To earn 100% interest in the property, the Company must make remaining cash payments totaling $1,350 over the next 6 years and fund a cumulative of $30,000 of eligible exploration expenditures by 2028 (as of September 30, 2023, the Company has incurred $24,460 of eligible exploration expenditures on the property). As at September 30, 2023, the Company has also bonded and recorded a $484 reclamation liability for the project. Other than the reclamation liability, the balance of cash payments and exploration commitments are optional at the Company’s discretion. Upon the Company’s 100% earn-in, the vendors will retain a 2% net smelter returns (“NSR”) royalty.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

(b)

During the year ended December 31, 2022, through the acquisition of Gatling the Company acquired 100% of the Larder Project in Ontario (Note 3). As at September 30, 2023, the Company incurred $7,749 spend after acquisition costs, of which $2,396 were drilling costs.

(c)

In 2017, the Company entered into an option earn-in agreement with a private group whereby the Company could earn up to a 100% interest in a land claim package in the Black Hills of South Dakota. Although the geological prospect of the property remained encouraging, growing negative sentiment towards resource extraction in the area, combined with a slow consultation process resulted in significant challenges being encountered in permitting the property for exploration drilling. The Company provided formal notice that it would not be making the final $150 option payment in May 2022 and concurrently wrote-down the property’s full carrying amount of $10,471 during the year ended December 31, 2022.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the three and nine months ended September 30, 2023 and year ended December 31, 2022, the Company has incurred the following exploration and evaluation expenditures on these projects:

	Three months ended		Nine months ended		Year ended
	September 30,		September 30,		December 31,
	2023		2023		2022
	$		$		$
Deer Trail
Option and other payments		75		75		210
Total acquisition costs		75		75		210
Geochemical		109		367		422
Camp and site costs		188		577		713
Drilling		1,540		2,963		6,255
Geological consulting		399		915		964
Geophysical		16		63		325
Land taxes and government fees		178		200		232
Legal, community and other consultation costs		54		296		303
Travel		115		142		167
Total for the period		2,674		5,598		9,591
Balance, beginning of period		22,489		19,565		9,974
Total Deer Trail Project cost		25,163		25,163		19,565
Larder Project
Acquisition (Note 3)		-		-		15,187
Option and other payments		-		-		19
Total acquisition costs		-		-		15,206
Geochemical		141		901		112
Camp and site costs		234		408		127
Drilling		599		1,164		1,232
Geological consulting		766		1,400		450
Geophysical		296		872		314
Land taxes and government fees		14		35		19
Legal, community and other consultation costs		141		308		176
Travel		113		174		58
Total for the period		2,304		5,262		17,694
Balance, beginning of period		20,652		17,694		-
Total Larder Project cost		22,956		22,956		17,694

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Black Hills
Geochemical	-	-	5
Camp and site costs	-	-	1
Geological consulting	-	-	127
Geophysical	-	-	3
Land taxes and government fees	-	-	7
Legal, community and other consultation costs	-	-	46
Travel	-	-	2
Total for the period	-	-	191
Balance, beginning of period		-	10,280
Less: Amounts written off	-	-	(10,471	)
Total Black Hills Project cost	-	-	-
Total Exploration and Evaluation Assets	48,119	48,119	37,259

Included in exploration and evaluation assets at September 30, 2023 were liabilities for trade and other payables of $1,211 (December 31, 2022: $695).

SHARE CAPITAL

(a)

Issued and outstanding

The Company is authorized to issue an unlimited number of common shares without par value.

As at September 30, 2023, there were 102,948,613 common shares outstanding (December 31, 2022: 98,956,808).

	Three months ended
	September 30,		September 30,
	2023		2022
Basic weighted average number of shares outstanding		102,945,350		98,732,615
Effect of dilutive common share equivalents ⁽¹⁾		555,656		596,614
Diluted weighted average number of shares outstanding		103,501,006		99,329,230
Antidilutive securities ⁽¹⁾		1,135,843		830,303

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

	Nine months ended
	September 30,		September 30,
	2023		2022
Basic weighted average number of shares outstanding		102,329,945		98,266,916
Effect of dilutive common share equivalents ⁽¹⁾		604,878		685,813
Diluted weighted average number of shares outstanding		102,934,823		98,952,729
Antidilutive securities ⁽¹⁾		890,926		719,877

⁽¹⁾

For the three and nine months ended September 30, 2023, stock options totaling 752,170 and 515,242 respectively (three and nine months ended September 30, 2022: 551,953 and 451,953 respectively), restricted share units (“RSUs”) totalling 88,212 and 80,223 respectively (three and nine months ended September 30, 2022: 78,715 and 68,289 respectively), and performance share units (“PSUs”) totaling 295,461 and 295,461 respectively (three and nine months ended September 30, 2022: 199,635 and 199,635 respectively), were excluded from the computation of diluted earnings per share due to being out of the money or unvested during the period.

On February 7, 2023, the Company closed a $42,558 bought deal public offering and issued 2,905,000 common shares, at a price of $14.65 per common share.

On February 16, 2023, the Company closed a $17,133 (C$23,024) bought deal private placement and issued 969,450 common shares on a “flow-through” basis” (as defined in the Income Tax Act (Canada)) (the Flow-Through Shares”), at a price of $17.67 (C$23.75) per Flow-Through Share. The premium paid by investors on the flow-through shares was calculated as $3.08 per share. Accordingly, $2,986 was recorded as flow-through liability (Note 9).

The aggregate gross proceeds from the combined bought deal public offering and bought deal private placement amounted to $59,691. The Company paid commissions to underwriters of $3,010 and legal and filing fees totalled an additional $932 yielding net proceeds of $55,749.

During the nine months ended September 30, 2023, 21,346 stock options were exercised (nine months ended September 30, 2022: 3,125) for cash proceeds of $225 (nine months ended September 30, 2022: $32). In addition, during the nine months ended September 30, 2023 no stock options were exercised under the cashless exercise provision of the stock option plan (nine months ended September 30, 2022: 16,702 shares were issued in settlement of 51,588 stock options and the remaining 34,886 were cancelled).

During the nine months ended September 30, 2023, 52,627 PSUs and 43,382 RSUs were converted into common shares (nine months ended September 30, 2022: 73,895 PSUs and 5,000 RSUs).

During the nine months ended September 30, 2023, no deferred share units (nine months ended September 30, 2022: 25,000) were converted into common shares.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the nine months ended September 30, 2022, the Company issued 774,643 common shares to acquire Gatling (see Note 3). Additionally, 63,492 common shares were issued to Gatling executive management in settlement of change of control liability.

(b)

Stock options

The Company may enter into Incentive Stock Option Agreements with officers, employees, and consultants. On June 26, 2023, the Shareholders re-approved the Company’s rolling Stock Option Plan (the “Plan”). The maximum number of common shares that may be issuable under the Plan is set at 5% of the number of issued and outstanding common shares on a non-diluted basis at any time, provided that the number of common shares issued or issuable under the combined Plan and Share Unit Plan (Note 8(c)) shall not exceed 5% of the issued and outstanding common shares of the Company on a non-diluted basis. Options granted under the Plan have a maximum term of 5 years. As at September 30, 2023, there were 1,208,376 stock options (December 31, 2022: 1,012,794 stock options) outstanding under the Plan.

Stock option grants are recommended for approval to the Board of Directors by the Compensation and Human Resources Committee consisting of three independent members of the Board of Directors. At the time of a stock option grant, the exercise price of each option is set in accordance with the Plan and cannot be lower than the market value of the common shares at the date of grant.

The following table summarizes the Company’s option activity, excluding the Gatling replacement options (Note 3), for the period:

				Weighted average
	Stock options			exercise price
	activity			(C$/option)

Outstanding, January 1, 2022		988,727			16.77
Granted		230,089			18.86
Exercised for cash		(100,678	)		13.79
Exercised cashless		(105,344	)		16.52

Outstanding, December 31, 2022		1,012,794			17.56
Granted		236,928			16.42
Expired		(20,000	)		19.41
Exercised for cash		(21,346	)		14.12

Outstanding, September 30, 2023		1,208,376			17.37

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the nine months ended September 30, 2023, 236,928 stock options were granted to employees and consultants (nine months ended September 30, 2022: 220,898) with a weighted average grant date fair value of $1,179 (C$1,596) or $4.97 (C$6.73) per option.

The Company determined the fair value of the options using the Black-Scholes option pricing model with the following weighted average assumptions:

	Nine months ended			Year ended
	September 30,			December 31,
	2023			2022
Risk-free interest rate		3.53	%		2.58	%
Expected volatility		57	%		61	%
Expected dividend yield		nil			nil
Expected life (years)		3			3

The following table summarizes the Company’s stock options, excluding the Gatling replacement options (Note 3), outstanding and exercisable as at September 30, 2023:

Exercise price	Number	Number	Weighted average remaining
(C$/option)	outstanding	exercisable	contractual life (years)
13.46	209,432	209,432	0.53
14.98	246,774	246,774	1.41
16.09	6,021	-	4.50
16.43	230,907	-	4.50
17.02	100,000	33,333	3.64
20.20	113,398	37,794	3.52
21.26	50,000	16,666	3.17
21.29	9,191	3,063	3.52
21.57	192,653	128,434	2.19
23.53	50,000	33,333	2.30
13.46 - 23.53	1,208,376	708,829	2.50

During the nine months ended September 30, 2023, the Company recorded share-based payment expense of $1,078 (nine months ended September 30, 2022: $1,065) relating to stock options vested to employees and consultants in the period of which $104 (nine months ended September 30, 2022: $36) was capitalized to exploration and evaluation assets.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

In 2022, the Company issued 43,675 replacement stock options pursuant to the Gatling acquisition (Note 3) of which 16,629 replacement stock options expired unexercised. The following table summarizes the Gatling replacement options that are outstanding and exercisable as at September 30, 2023:

Exercise price	Number	Number	Weighted average remaining
(C$/option)	outstanding	exercisable	contractual life (years)
21.40	1,706	1,706	0.81
21.68 - 21.93	9,986	9,986	0.87
25.80	4,264	4,264	0.31
26.37 - 26.41	11,090	11,090	0.22
21.40 - 26.41	27,046	27,046	0.51

(c)

Restricted and performance share units

On June 26, 2023, the Shareholders re-approved a share unit plan (the “Share Unit Plan”) for the benefit of the Company’s officers, employees and consultants. The Share Unit Plan provides for the issuance of common shares from treasury, in the form of RSUs and PSUs. The maximum number of common shares that may be issuable under the Share Unit Plan is set at 1.5% of the number of issued and outstanding common shares on a non-diluted basis, provided that the number of common shares issued or issuable under the combined Share Unit Plan and Stock Option Plan (Note 8(b)) shall not exceed 5% of the issued and outstanding common shares on a non-diluted basis. RSUs and PSUs granted under the Share Unit Plan have a term of 5 years unless otherwise specified by the Board, and each unit entitles the participant to receive one common share of the Company subject to vesting criteria, and in the case of PSUs, performance criteria which may also impact the number of PSUs to vest between 0-200%. PSUs for which the performance targets are not achieved during the performance period are automatically forfeited and cancelled.

During the nine months ended September 30, 2023, 56,425 RSUs were granted (nine months ended September 30, 2022: 80,535) under the Company’s Share Unit Plan with 18,800 vesting in 12 months, 18,810 vesting in 24 months and another 18,815 vesting in 36 months. The RSUs had a weighted average grant date fair value of $12.13 per RSU (nine months ended September 30, 2022: $14.67) as determined using the fair market value of the common shares on the date of grant.

During the nine months ended September 30, 2023, 156,861 PSUs were granted (nine months ended September 30, 2022: 79,156) under the Company’s Share Unit Plan with a five-year term. Of the grant, 117,646 PSUs vest upon the achievement of specified performance targets over a three-year performance period. The remainder of the grant, 39,215 PSUs are subject to a market share price performance factor measured over a three-year performance period, resulting in a PSU payout range from 0% (0 PSUs) to 200% (78,430 PSUs). The PSUs had a weighted average grant date fair value of $12.13 per PSU (nine months ended September 30, 2022: $16.15).

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The three-year performance period for the February 2020 PSU grant ended in February 2023 and resulted in a PSU vesting of 86.3% of target or 72,437 PSUs. Consequently, 11,503 PSUs did not vest and were cancelled.

As at September 30, 2023, there were 323,986 PSUs and 114,102 RSUs issued and outstanding (December 31, 2022: 231,254 and 101,059 respectively) under the Share Unit Plan, of which 28,525 PSUs and 25,215 RSUs had vested (December 31, 2022: 23,400 PSUs and 16,415 RSUs) and are convertible into common shares of the Company. Included in the PSUs at September 30, 2023 are 78,314 PSUs with vesting conditions subject to a market share price performance factor measured over a three-year period, resulting in a PSU target vesting range from 0-50% (19,459 PSUs) to 150-200% (136,805 PSUs).

During the nine months ended September 30, 2023, the Company recognized a share-based payment expense of $1,142 (nine months ended September 30, 2022: $990) relating to RSUs and PSUs of which $168 (nine months ended September 30, 2022: nil) was capitalized to exploration and evaluation assets.

(d)

Deferred share units

On June 26, 2023, the Shareholders re-approved a Deferred Share Unit Plan (the “DSU Plan”) for the benefit of the Company’s non-executive directors. The DSU Plan provides for the issuance of common shares from treasury, on conversion of Deferred Share Units (“DSUs”) granted. Directors may also elect to receive all or a portion of their annual retainer in the form of DSUs. DSUs may be settled in cash or in common shares issued from treasury, as determined by the Board at the time of the grant. The maximum number of common shares that may be issuable under the DSU Plan is set at 1.0% of the number of issued and outstanding common shares on a non-diluted basis.

During the nine months ended September 30, 2023, 51,849 DSUs were granted under the plan and 5,554 DSUs were granted to directors who elected to receive a portion of their annual retainer in DSUs rather than in cash (nine months ended September 30, 2022: 20,015 and 3,607 respectively). A DSU share-based payment expense of $649 was recorded in the nine months ended September 30, 2023 (nine months ended September 30, 2022: $299). Under the DSU plan, no common shares are to be issued, or cash payments made to, or in respect of a participant in the DSU Plan prior to such eligible participant’s termination date. During the nine months ended September 30, 2023, no DSUs (nine months ended September 30, 2022: 25,000) were converted and settled in common shares. As at September 30, 2023, there are 477,518 DSUs (December 31, 2022: 420,115) issued and outstanding under the DSU Plan, all of which have vested.

As at September 30, 2023, assuming 100% of the PSU’s vest, there are 2,123,982 common shares (December 31, 2022: 1,765,222) issuable under the combined share compensation arrangements referred to above (the Plan, the Share Unit Plan and the DSU Plan) representing 2.06% (December 31, 2022: 1.78%) of the issued and outstanding common shares on a non-diluted basis, and there are 6,176,916 (December 31, 2022: 4,172,186) share-based awards available for grant under these combined share compensation arrangements.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

(e)

Replacement warrants

In 2022, the Company issued 53,508 replacement warrants pursuant to the Gatling acquisition (Note 3), of which as at December 31, 2022, 34,418 replacement warrants had expired unexercised. During the three and nine months ending September 30, 2023, all of the remaining 19,090 replacement warrants expired unexercised.

Flow-Through PRemium Liability

As at September 30, 2023, the Company has a flow-through share premium liability of $2,357 (December 31, 2022: nil) in relation to the flow-through share financing completed on February 16, 2023 (see Note 8(a) for full details of the financings). Flow-through shares are issued at a premium, and in the Company’s case, considering the separate offerings for flow-through shares and standard public offering for common shares both made on January 25, 2023, this premium has been calculated as the difference between the pricing of a flow-through share and that of a common share from the public offering made on the same date. Tax deductions generated by the eligible expenditures are passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced. Below is a summary of the flow-through financing and the related flow-through share premium liability generated.

	Shares issued		Flow-through		Premium per flow		Flow-through
			share price		through share price		premium liability
			$		$		$
February 2023 Financing		969,450		17.67		3.08		2,986

The following table is a continuity of the flow-through share funding and expenditures along with the corresponding impact on the flow-through share premium liability:

	Flow-through funding and expenditures			Flow-through premium liability
	$			$
Balance at January 1, 2023		-			-
Flow-through funds raised		17,133			2,986
Flow-through eligible expenditures		(3,609	)		(629	)

Balance at September 30, 2023		13,524			2,357

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

10.

Capital risk management

The Company’s objectives in managing its liquidity and capital are to safeguard the Company’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of its equity (comprised of share capital, equity reserve, accumulated other comprehensive income and deficit) and lease obligation, net of cash and investments in equity securities as follows:

	September 30,			December 31,
	2023			2022
	$			$
Equity		490,570			401,696
Lease obligation		168			261
Cash		(58,519	)		(29,955	)
Investments		(7	)		(11	)
Total		432,212			371,991

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt and/or acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual budgets and any amendments thereto are approved by the Board of Directors. The Company currently does not pay out dividends.

The Company has working capital of $55,088 as at September 30, 2023 (December 31, 2022: $29,232). The Company may require additional capital in the future to meet its future project and other related expenditures (Notes 6 and 7). Future liquidity may depend upon the Company’s ability to arrange debt or additional equity financings.

As at September 30, 2023, the Company does not have any drawn long-term debt and is not subject to any externally imposed capital requirements.

11.

Financial risk management

The Company’s operations consist of the acquisition, exploration and advancement of mineral projects in the Americas. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other price risks. Where material, these risks are reviewed and monitored by the Board of Directors.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

(a)

Market risk

The Company conducts the majority of its business through its equity interest in its associates, Juanicipio (Note 6). Juanicipio is exposed to commodity price risk, specifically to the prices of silver, gold, and to a lesser extent, lead and zinc. Currently, Juanicipio produces and sells concentrates containing these metals which are each subject to market price fluctuations which will affect its profitability and its ability to generate cash flow. Juanicipio does not hedge any of the commodities produced and does not have any such positions outstanding at September 30, 2023.

(b)

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

(i)

Trade credit risk

Juanicipio, in which the Company has a 44% interest, has revenue from its operations as described in Note 6. Juanicipio sells and receives payment for its concentrates at market terms, under an offtake agreement with Met-Mex Peñoles, S.A. de C.V. (“Met-Mex”), a related party to Fresnillo. The Company believes Juanicipio is not exposed to significant trade credit risk.

(ii)

Cash

In order to manage credit and liquidity risk, the Company’s practice is to invest only in highly rated investment grade instruments backed by Canadian commercial banks, and in the case of its Mexican and US operations, the Company maintains minimal cash in its US and Mexican subsidiaries.

(iii)

Mexican value added tax

As at September 30, 2023, the Company had a net receivable of $3 (Note 5) for value added tax. As at September 30, 2023, Juanicipio, in which the Company has a 44% interest, had a receivable of $11,456 from the Mexican government for value added tax (Note 6) (MAG’s attributable portion $5,041). Management expects the balances to be fully recoverable by both entities.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

The Company’s maximum exposure to credit risk is the carrying value of its cash, accounts receivable and loans receivable from Juanicipio which is classified as an Investment in Juanicipio in the condensed interim consolidated statements of financial position, as follows:

	September 30,		December 31,
	2023		2022
	$		$
Cash		58,519		29,955
Accounts receivable (Note 5)		1,014		708
Juanicipio loans (Notes 6 & 14) ⁽¹⁾		111,328		104,653
		170,861		135,316

⁽¹⁾ The expected credit losses take into account future information of the credit worthiness of Juanicipio and are not considered significant.

(c)

Liquidity risk

The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements, its exploration and mineral projects advancement plans, and its various optional property and other commitments (Notes 6, 7 and 15). The annual budget is approved by the Board of Directors. The Company ensures that there are sufficient cash balances to meet its short-term business requirements.

On October 4, 2023 the Company executed definitive documentation for a $40,000 senior secured revolving credit facility with the Bank of Montreal (see Note 16 “Subsequent Events”).

The Company's overall liquidity risk has not changed significantly from December 31, 2022. Future liquidity may therefore depend upon the Company’s ability to repatriate capital from Juanicipio, arrange debt or additional equity financing.

(d)

Currency risk

The Company is exposed to the financial risks related to the fluctuation of foreign exchange rates, both in the Mexican peso and C$, relative to the US$. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Exposure to currency risk

As at September 30, 2023, the Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the functional currency of the applicable entity:

	Mexican peso			Canadian dollar
(in US$ equivalent)	$			$

Cash		69			7,823
Accounts receivable		107			365
Investments		-			7
Accounts payable		(189	)		(3,063	)
Lease obligations		-			(169	)
Net (liabilities) assets exposure		(13	)		4,963

Mexican peso relative to the US$

Although the majority of operating expenses in Mexico are both determined and denominated in US$, an appreciation in the Mexican peso relative to the US$ will slightly increase the Company’s cost of operations in Mexico (reported in US$) related to those operating costs denominated and determined in Mexican pesos. Alternatively, a depreciation in the Mexican peso relative to the US$ will decrease the Company’s cost of operations in Mexico (reported in US$) related to those operating costs denominated and determined in Mexican pesos.

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss before tax and deferred tax to the extent that the Company holds net monetary assets (liabilities) in pesos. Specifically, the Company's foreign currency exposure is comprised of peso denominated cash, prepaids and value added taxes receivable, net of trade and other payables. The carrying amount of the Company’s net peso denominated monetary liabilities at September 30, 2023 is 245 thousand pesos (September 30, 2022: 1.8 million pesos). A 10% appreciation or depreciation in the peso against the US$ would have an immaterial effect on the Company’s income (loss) before tax.

Mexican peso relative to the US$ - Investment in Juanicipio

The Company conducts the majority of its business through its equity interest in its associates (Note 6). The Company accounts for this investment using the equity method and recognizes the Company's 44% share of earnings and losses of Juanicipio. Juanicipio also has a US$ functional currency and is exposed to the same currency risks noted above for the Company.

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss before tax and deferred taxes (Note 6) in Juanicipio to the extent that it holds net monetary assets (liabilities) in pesos, comprised of peso denominated cash, value added taxes receivable, net of trade and other payables. The carrying amount of Juanicipio’s net peso denominated monetary liabilities at September 30, 2023 is 220.6 million pesos (September 30, 2022: 287.6 million). A 10% appreciation in the peso against the US$ would result in a loss before tax at September 30, 2023 of $1,391 (September 30, 2022: $1,583) in Juanicipio, of which the Company would record its 44% share being $612 loss from equity investment in Juanicipio (September 30, 2022: $696 loss), while a 10% depreciation in the peso relative to the US$ would result in an equivalent gain.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

C$ relative to the US$

The Company is exposed to gains and losses from fluctuations in the C$ relative to the US$.

As general and administrative overheads in Canada are predominantly denominated in C$, an appreciation in the C$ relative to the US$ will increase the Company’s overhead costs as reported in US$. Alternatively, a depreciation in the C$ relative to the US$ will decrease the Company’s overhead costs as reported in US$.

An appreciation/depreciation in the C$ against the US$ will result in a gain/loss to the extent that MAG, the parent entity, and the Larder Project holds net monetary assets (liabilities) in C$. The carrying amount of the Company’s net Canadian denominated monetary assets at September 30, 2023 is C$6.7 million (September 30, 2022: C$153 thousand). A 10% appreciation or depreciation in the C$ against the US$ would have a $506 effect on the Company’s income (loss) before tax.

(e)

Interest rate risk

The Company’s interest income earned on cash is exposed to interest rate risk. A decrease in interest rates would result in lower relative interest income and an increase in interest rates would result in higher relative interest income.

12.

FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

The Company’s financial instruments include cash, accounts receivable, investments, and trade and other payables. The carrying values of cash, accounts receivable, and trade and other payables reported in the consolidated statement of financial position approximate their respective fair values due to the relatively short-term nature of these instruments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value as described below:

Level 1:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

Level 2:

Observable inputs other than quoted prices in Level 1 such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:

Unobservable inputs which are supported by little or no market activity.

The Company’s financial assets or liabilities as measured in accordance with the fair value hierarchy described above are:

As at September 30, 2023	Level 1		Level 2		Level 3		Total
	$		$		$		$
Investments⁽¹⁾		7		-		-		7


As at December 31, 2022	Level 1		Level 2		Level 3		Total
		$		$		$		$
Investments⁽¹⁾		11		-		-		11

⁽¹⁾ The fair value of equity securities quoted in active markets, is determined based on a market approach reflecting the closing price of each particular security as at the statement of financial position date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore equity securities are classified within Level 1 of the fair value hierarchy.

There were no transfers between levels 1, 2 and 3 during the nine months ended September 30, 2023 or during the year ended December 31, 2022.

13.

SEGMENTED INFORMATION

The Company operates in one operating segment, being the exploration and advancement of mineral projects in North America. The Company’s principal asset, its 44% ownership in the Juanicipio Mine, is located in Mexico, and the Company also has other exploration properties in North America. The Company’s executive and head office is located in Canada.

14.

RELATED PARTY TRANSACTIONS

The Company does not have offices or direct personnel in Mexico, but rather is party to a Field Services Agreement, whereby it has contracted administrative and exploration services in Mexico with Minera Cascabel, S.A. de C.V. (“Cascabel”) and IMDEX Inc. (“IMDEX”). Dr. Peter Megaw, the Company’s Chief Exploration Officer, is a principal of both IMDEX and Cascabel, and is remunerated by the Company through fees to IMDEX. In addition to corporate executive responsibilities with MAG, Dr. Megaw is responsible for the planning, execution and assessment of the Company’s exploration programs, and he and his team developed the geologic concepts and directed the acquisition and discovery of the Juanicipio property.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the three and nine months ended September 30, 2023 and 2022, the Company incurred expenses with Cascabel and IMDEX as follows:

	Three months ended				Nine months ended
	Sept 30,		June 30,		Sept 30,		Sept 30,
	2023		2022		2023		2022
		$		$		$		$

Fees related to Dr. Megaw:
Exploration and marketing services		53		105		190		237
Travel and expenses		5		15		34		30
Other fees to Cascabel and IMDEX:
Administration for Mexican subsidiaries		11		13		38		40
Field exploration services		40		38		118		126
Share-based payments (non-cash)		121		115		356		325
		230		286		737		758

All transactions are incurred in the normal course of business and are negotiated on arm’s length terms between the parties for all services rendered. A portion of the expenditures are incurred on the Company’s behalf and are charged to the Company on a “cost + 10%” basis. The services provided do not include drilling and assay work which are contracted out independently from Cascabel and IMDEX. Included in trade and other payables at September 30, 2023 is $57 related to these services (December 31, 2022: $104).

Any amounts due to related parties arising from the above transactions are unsecured, non-interest bearing and are due upon receipt of invoices.

The details of the Company’s significant subsidiary and controlling ownership interests are as follows:

Name	Country of	Principal	MAG's effective interest
	Incorporation	Asset	2023(%)			2022(%)

Minera Los Lagartos, S.A. de C.V.	Mexico	Juanicipio (44%)		100	%		100	%

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.

As at September 30, 2023, Fresnillo and the Company have advanced $253,027 as shareholder loans (MAG’s 44% share $111,328) to Juanicipio, bearing interest at 1 and 6 months SOFR + 2%. From January 2022, with the mine being brought into commercial production, a portion of the interest incurred by Juanicipio was expensed whereas the remainder, pertaining to the processing facility, continued to be capitalized. Capitalized interest net of recontributions in 2022 of $1,336 was applied to MAG’s Investment in Juanicipio account reducing its balance as an eliminating related party entry. From January 2023, with the commencement of commissioning of the processing facility at Juanicipio, all of the interest is expensed. Interest recorded by Juanicipio for the nine months ended September 30, 2023 totalling $6,122 (year ended December 31, 2022: $1,058) has therefore been included in MAG’s income from equity investment in Juanicipio.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

During the three and nine months ended September 30, 2023 and 2022, compensation of key management personnel (including directors) was as follows:

			Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
	$		$		$		$
Salaries and other short term employee benefits		376		389		1,581		1,217
Severance paid to a former executive		-		-		-		382
Share-based payments (non-cash) (Note 8)		605		571		1,963		1,174
		981		960		3,544		2,773

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and consists of its directors, the Chief Executive Officer, the Chief Financial Officer and the Chief Sustainability Officer.

15.

COMMITMENTS AND CONTINGENCIES

The following table discloses the contractual obligations of the Company and its subsidiaries as at September 30, 2023 for committed exploration work and committed other obligations.

	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
	$		$		$		$		$

Minera Juanicipio ^(1)&(2)		-		-		-		-		-

Consulting contract commitments		471		294		177		-		-
Total Obligations and Commitments ⁽³⁾		471		294		177		-		-

⁽¹⁾

Although the Company makes cash advances to Juanicipio as cash is called by the operator Fresnillo (based on approved budgets), they are not contractual obligations. The Company intends, however, to continue to fund its share of cash calls and avoid dilution of its ownership interest in Juanicipio.

⁽²⁾

According to the operator, Fresnillo, contractual commitments including project development and for continuing operations and purchase orders issued for project capital, sustaining capital, and continuing operations total $17,833 (December 31, 2022: $47,809), with respect to Juanicipio on a 100% basis as at September 30, 2023.

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2023

(Expressed in thousands of US dollars unless otherwise stated - Unaudited)

⁽³⁾

The Company also has discretionary commitments for property option payments and exploration expenditures as outlined above in Note 7 Exploration and Evaluation Assets. There is no obligation to make any of those payments or to conduct any work on its optioned properties. As the Company advances them, it evaluates exploration results and determines at its own discretion which option payments to make and which additional exploration work to undertake in order to comply with the funding requirements.

The concessions associated with the Larder Project are all in good standing with various underlying obligations or royalties ranging from nil-2% NSRs associated with various mineral claims, and various payments upon a production announcement.

The Company is obligated to a 2.5% NSR royalty on the Cinco de Mayo property.

The Company could be subject to various investigations, claims and legal and tax proceedings covering matters that arise in the ordinary course of business activities. Each of these matters would be subject to various uncertainties and it is possible that some matters may be resolved unfavourably to the Company. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company is not aware of any such claims or investigations, and as such has not recorded any related provisions and does not expect such matters to result in a material impact on the results of operations, cash flows and financial position.

16.

SUBSEQUENT EVENTS

On October 4, 2023 the Company executed definitive documentation for a $40,000 senior secured revolving credit facility with the Bank of Montreal. There is a provision for an accordion feature whereby, upon request, the facility may be increased to $75,000 any time prior to the maturity date, at the discretion of the lender. The credit facility will bear interest on a sliding scale of SOFR or the lenders Base Rate on US Dollar commercial loans plus an applicable margin on a sliding scale of between 200 and 400 basis points based on the Company’s leverage ratio. Commitment fees on the undrawn portion of the facility are calculated on a similar sliding scale of between 50 and 75 basis points. The term of the facility is 34 months, maturing on August 4, 2026. All debts, liabilities and obligations under the facility are guaranteed by the Company's material subsidiaries and secured by assets of the Company including the pledge of a material subsidiary. The facility includes a number of customary covenants (liquidity, leverage, tangible net worth) and conditions including limitations on acquisitions and investments (excluding exploration and capital expenditures) funded using cash with no limitations when equity is used as a funding source.

Exhibit 99.2

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Table of Contents

1.	INTRODUCTION	3
2.	DESCRIPTION OF BUSINESS	3
3.	HIGHLIGHTS – SEPTEMBER 30, 2023 & SUBSEQUENT TO THE QUARTER END	4
4.	RESULTS OF JUANICIPIO	6
5.	DEER TRAIL PROJECT	12
6.	LARDER PROJECT	15
7.	OUTLOOK	17
8.	REVIEW OF FINANCIAL RESULTS	18
9.	FINANCIAL POSITION	22
10.	CASH FLOWS	24
11.	SUMMARY OF QUARTERLY RESULTS	25
12.	NON-IFRS MEASURES	26
13.	LIQUIDITY AND CAPITAL RESOURCES	31
14.	CONTRACTUAL OBLIGATIONS	34
15.	SHARE CAPITAL INFORMATION	35
16.	OTHER ITEMS	35
17.	TREND INFORMATION	36
18.	RISKS AND UNCERTAINTIES	37
19.	OFF-BALANCE SHEET ARRANGEMENTS	38
20.	RELATED PARTY TRANSACTIONS	38
21.	CRITICAL ACCOUNTING JUDGMENTS, SIGNIFICANT ESTIMATES AND ASSUMPTIONS	40
22.	CHANGES IN ACCOUNTING STANDARDS	41
23.	CONTROLS AND PROCEDURES	41
24.	ADDITIONAL INFORMATION	42
25.	CAUTIONARY STATEMENTS	42

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

INTRODUCTION

The following Management’s Discussion and Analysis (“MD&A”) focuses on the financial condition and results of operations of MAG Silver Corp. (“MAG”, “MAG Silver” or the “Company”) for the three and nine months ended September 30, 2023 (“Q3 2023”). It is prepared as of November 9, 2023 and should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 together with the notes thereto which are available on the Canadian Securities Administrator’s System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

All dollar amounts referred to in this MD&A are expressed in thousands of United States dollars (“US$”) unless otherwise stated; references to C$ refer to Canadian dollars. The functional currency of the parent, its subsidiaries and its investment in Juanicipio (as defined herein), is the US$.

The common shares of the Company trade on the Toronto Stock Exchange and on the NYSE American, LLC both under the ticker symbol MAG. MAG Silver is a reporting issuer in each of the provinces and territories of Canada and is a reporting “foreign issuer” in the United States of America.

Forward-Looking Statements and Risk Factors

This MD&A contains forward-looking statements (as defined herein) which should be read in conjunction with the risk factors described in section “Risks and Uncertainties” and the cautionary statements provided in section “Cautionary Statements” at the end of this MD&A.

Qualified Person

Unless otherwise specifically noted herein, all scientific or technical information in this MD&A, including assay results and Mineral Resource estimates, if applicable, is based upon information prepared by or under the supervision of, or has been approved by Dr. Peter Megaw, Ph.D., C.P.G., a Certified Professional Geologist who is a “Qualified Person” for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Dr. Megaw is not independent as he is an officer and a paid consultant of MAG Silver (see ‘Related Party Transactions’ below).

DESCRIPTION OF BUSINESS

MAG Silver Corp. is a growth-oriented Canadian exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG is emerging as a top-tier primary silver mining company through its (44%) investment in the 4,000 tonnes per day (“tpd”) Juanicipio Mine, operated by Fresnillo plc (“Fresnillo”) (56%). The mine is located in the Fresnillo Silver Trend in Mexico, the world's premier silver mining camp, where in addition to underground mine production and processing of high-grade mineralized material, an expanded exploration program is in place targeting multiple highly prospective targets. MAG is also executing multi-phase exploration programs at the Deer Trail 100% earn-in Project in Utah and the 100% owned Larder Project, located in the historically prolific Abitibi region of Canada.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

HIGHLIGHTS – SEPTEMBER 30, 2023 & SUBSEQUENT TO THE QUARTER END

KEY HIGHLIGHTS (on a 100% basis unless otherwise noted)

Following a successful commissioning and ramp-up period, the Juanicipio processing facility has achieved nameplate capacity during September 2023 with silver recovery consistently above 88% marking a step change in performance relative to the comparative quarter and a successful transition to a fully independent producer.

A total of 322,249 and 921,990 tonnes of mineralized material were processed across the Juanicipio and Saucito plants during the three and nine months ended September 30, 2023, respectively. 92% of all material processed in Q3 was processed through the Juanicipio plant.

Average head grade for the three and nine months ended September 30, 2023 was 523 and 474 grams per tonne (“g/t”) yielding silver production of 4.78 million and 12.29 million ounces, respectively.

Juanicipio delivered robust cost performance with cash cost¹of $4.68 per silver ounce sold and all-in sustaining cost¹of $9.19 per silver ounce sold in Q3.

Juanicipio generated strong operating cash flow of $57,346 and free cash flow¹ of $40,649 in Q3.

At the end of the quarter, Juanicipio held cash balances of $23,434, representing an increase of $14,895 over the second quarter, mainly as a result of strong operating cash flows driven by the mine reaching its intended production levels.

Juanicipio returned a total of $11,295 in interest and loan principal repayments to MAG during Q3.

MAG concluded a $40,000 senior secured revolving Credit Facility (as defined herein) with the Bank of Montreal on October 4, 2023.

As Juanicipio ramped up its operations and transitioned to full capacity, there was a progressive reduction of Juanicipio’s reliance on the nearby Fresnillo and Saucito plants (100% owned by Fresnillo). Notably, no feed was supplied to these plants in both August and September. This transition had a direct impact on total milling and, consequently, overall production for the quarter. Positively, this was partially offset by higher grade feed and continued efforts to optimize the Juanicipio plant as it ramped up to full capacity.

Effective June 20, 2023, MAG was included in the NYSE Arca Gold Miners Index which is tracked by the VanEck Vectors Gold Miners ETF.

_________________________

¹ Total cash costs, cash cost per ounce, all-in sustaining costs, all-in sustaining cost per ounce and free cash flow are non-IFRS measures, please refer to “Non-IFRS Measures” section of this MD&A for a detailed reconciliation of these measures to the Q3 2023 Financial Statements.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

MAG reported net income of $8,862 ($0.09 per share) and Adjusted EBITDA¹ of $29,920 for the three months ended September 30, 2023.

MAG reported net income of $32,965 ($0.32 per share) and Adjusted EBITDA¹ of $67,693 for the nine months ended September 30, 2023.

CORPORATE

In September the Company published its second annual Sustainability Report underscoring its commitment to transparency with its stakeholders while providing a comprehensive overview of the Company’s environmental, social and governance (“ESG”) commitments, practices and performance for the 2022 year. The 2022 Sustainability report is supported by the MAG Silver 2022 ESG Data Table which discloses MAG’s historical ESG performance data. MAG’s 2022 Sustainability report and ESG Data Table are available on the Company’s website at https://magsilver.com/esg/reports/.

EXPLORATION

Juanicipio:

Infill drilling at Juanicipio continued in Q3 2023, with one rig on surface and one underground with the goal of upgrading and expanding the Valdecañas Vein system at depth and further defining areas to be mined in the near to mid term. During the quarter, 3,349 metres (nine months ended September 30, 2023, 13,273 metres) and 4,874 metres, (nine months ended September 30, 2023, 15,329 metres) were drilled from surface and underground respectively. The 2023 surface drilling program was completed during Q3 with results pending.

Deer Trail Project, Utah:

Results from the 12,157 metres in surface-based Phase 2 drilling on the Deer Trail Carbonate Replacement Deposit (“CRD”) project were reported on January 17 and August 3, 2023 (see News Releases under the Company’s SEDAR+ profile at www.sedarplus.ca).

On May 29, 2023 MAG started a Phase 3 drilling program focused on up to three porphyry “hub” targets thought to be the source of the manto, skarn and epithermal mineralization and extensive alteration throughout the project area including that at Deer Trail and Carissa. During Q3 2023, 1,994 metres were drilled at high elevation with results pending. An early onset of winter snowfall impacted the commencement of the third porphyry “hub” target which will be drilled next season and drilling has shifted to offset the Carissa discovery and test other high-potential targets.

Larder Project, Ontario:

After completing the 2023 initial drilling campaign, the geological team embarked on a comprehensive property-wide data re-evaluation which included review of all historic drilling, selective relogging, re-assaying all available pulps with 4-acid digestion, additional geophysics, field mapping and sampling. These datasets were used to build a unified project model which will be systematically reinterpreted with additional information from future drill programs. Multiple well-defined high-priority drill targets are currently being tested by multiple rigs which are expected to be turning over the next eighteen months.

__________________________

¹ Adjusted EBITDA is a non-IFRS measure, please refer to “Non-IFRS Measures” section of this MD&A for a detailed reconciliation of this measure to the Q3 2023 Financial Statements.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

On July 12, 2023 drilling resumed at the Larder Project to test additional targets by the end of the year on the Cheminis and Bear areas. During Q3 2023 4,594 metres were drilled at Cheminis. A minimum of 17,000 metres of drilling is planned.

RESULTS OF JUANICIPIO

MAG owns 44% of Minera Juanicipio, S.A. de C.V.(“Minera Juanicipio”), a company incorporated under the laws of Mexico, which owns Juanicipio. Fresnillo is the project operator and holds the remaining 56%. On December 27, 2021, for various business reasons, the Company and Fresnillo incorporated Equipos Chaparral, S.A. de C.V. (“Equipos Chaparral”) in the same ownership proportions as Minera Juanicipio for the purpose of holding the Juanicipio plant and mining equipment to be leased to Minera Juanicipio. Minera Juanicipio and Equipos Chaparral, are collectively referred to herein as “Juanicipio” or the “Juanicipio Mine”.

All results of Juanicipio in this section are on a 100% basis, unless otherwise noted. The Company’s attributable equity interest in Juanicipio is 44%. As Q3 2023 is the first full quarter of commercial production, comparative information presented below together with associated per unit values, where applicable, are not directly comparable.

Operating Performance

The following table and subsequent discussion provide a summary of the operating performance of Juanicipio for the three and nine months ended September 30, 2023 and 2022, unless otherwise noted.

Key mine performance data of Juanicipio (100% basis)	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022

Metres developed (m)		4,105			3,276			10,989			10,082

Material mined (t)		313,139			225,385			824,721			583,820
Material processed (t)		322,249			180,808			921,990			480,362

Silver head grade (g/t)		523			513			474			556
Gold head grade (g/t)		1.32			1.22			1.23			1.42
Lead head grade (%)		1.33	%		0.93	%		1.07	%		0.93	%
Zinc head grade (%)		2.25	%		1.81	%		1.92	%		1.76	%

Silver payable ounces (koz)		4,289			2,425			11,167			6,872
Gold payable ounces (koz)		7.76			4.90			22.59			15.36
Lead payable pounds (klb)		7,690			2,969			17,274			7,560
Zinc payable pounds (klb)		9,595			4,494			23,348			11,211

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Health and Safety

As reported by the operator, Fresnillo, there were zero fatalities during the three and nine months ended September 30, 2023.

During the three and nine months ended September 30, 2023, the Total Reportable Injury Frequency Rate (“TRIFR”, which includes the Lost Time Injury and medical treatment or first aid cases reported per 1,000,000 hours worked) was 17.3 and 17.9 respectively (three and nine months ended September 30, 2022: 12.2 and 15.4 respectively) and the Total Lost Time Injury Frequency Rate (“LTIFR”) was 9.9 and 11.3 respectively (three and nine months ended September 30, 2022: 6.1 and 7.2 respectively). On September 30, 2023 the 12 month rolling TRIFR and LTIFR were 17.3 and 10.6 respectively.

On September 30, 2023 there were 2,030 employees and contractors working at Juanicipio (521 employees and 1,509 contractors), for total hours worked of 1,214,200 and 3,525,400, for the three and nine months ending September 30, 2023, respectively.

Mining

During the three and nine months ended September 30, 2023 a total of 313,139 and 824,721 tonnes of mineralized material were mined, respectively. This represents an increase of 39% over Q3 2022 and an increase of 41% over the nine months ended September 30, 2022. Increases in mined tonnages at Juanicipio have been driven by the operational ramp up of the milling facility.

Due to the poor rock quality on the western section of the upper Valdecañas Vein, cut and fill has been chosen as the mining method for the higher levels in this section. Several longhole stopes have been in operation for the past year, and this is the preferred mining method through the main central section and eastern side of the Valdecañas Vein, and ultimately the west side as well, once ground conditions improve with depth.

Processing

During the three and nine months ended September 30, 2023 a total of 322,249 and 921,990 tonnes of mineralized material were processed through the Juanicipio, Saucito and Fresnillo plants. This represents an increase of 78% over Q3 2022 and an increase of 92% over the nine months ended September 30, 2022. The increase in milled tonnage has been driven by the Juanicipio mill commissioning and operational ramp up. As reported by the operator, Fresnillo, the Juanicipio processing facility has achieved nameplate capacity of 4,000 tpd during September 2023 with silver recovery consistently above 88%. During Q3 2023, 92% of all material was processed through the Juanicipio processing facility.

The average silver head grade for the mineralized material processed in the three and nine months ended September 30, 2023 was 523 g/t and 474 g/t respectively (three and nine months ended September 30, 2022: 513 g/t and 556 g/t, respectively). The lower head grade in the nine months ended September 30, 2023 was the result of processing of lower grade stockpiles which were earmarked for the commissioning and ramp-up phase of the Juanicipio processing facility.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Underground Development

Total underground development to September 30, 2023 is approximately 71 km (44 miles), including 4.11 km (2.55 miles) and 11 km (6.83 miles) completed during the three and nine months ended September 30, 2023, respectively. Underground mine infrastructure is well advanced and development continues to focus on:

advancing the three internal spiral footwall ramps to be used to further access the full strike length of the Valdecañas Vein System;

making additional cross-cuts through the vein and establishing the initial mining stopes; and

integrating additional ventilation and other associated underground infrastructure.

Total cash costs and AISC

The following table provides a summary of the total cash costs¹ and all-in-sustaining costs¹ (“AISC”) of Juanicipio for the three and nine months ended September 30, 2023, and 2022.

Key mine performance data of Juanicipio (100% basis)	Three months ended				Nine months ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022

Total operating cash costs ⁽¹⁾		18,432		13,987		73,900		27,768
Operating cash cost per silver ounce sold ($/oz)		4.30		5.77		6.62		4.04

Total cash costs ⁽¹⁾		20,067		14,050		77,431		28,044
Cash cost per silver ounce sold ($/oz)		4.68		5.79		6.93		4.08

All-in sustaining costs ⁽¹⁾		39,411		23,281		120,111		51,942
All-in sustaining cost per silver ounce sold ($/oz)		9.19		9.60		10.76		7.56

Exploration Update

The Q3 2023 Juanicipio exploration program expenditures totalled $2,059 (nine months ended September 30, 2023: $6,121), for drilling designed to expand and convert the Inferred Mineral Resources included in the Deep Zone into Indicated Mineral Resources and to explore other parts of the Juanicipio concession. During the quarter, 3,349 metres (nine months ending September 30, 2023: 13,273 metres) and 4,874 metres, (nine months ending September 30, 2023: 15,329 metres) were drilled from surface and underground respectively. The 2023 surface drill program was completed during Q3 2023. Drilling focused on infilling the Valdecañas Vein System including the Anticipada, Pre-Anticipada and Venadas structures.

_________________________

¹ Total operating cash costs, operating cash cost per ounce, total cash costs, cash cost per ounce, all-in sustaining costs, and all-in sustaining cost per ounce are non-IFRS measures, please refer to “Non-IFRS Measures” section of this MD&A for a detailed reconciliation of these measures to the Q3 2023 Financial Statements.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Financial Results

The following table presents excerpts of the financial results of Juanicipio for the three and nine months ended September 30, 2023 and 2022.

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
		$			$			$			$
Sales		125,046			49,715			311,303			169,855
Cost of sales:
Production cost		(43,782	)		(18,127	)		(125,731	)		(46,108	)
Depreciation and amortization		(21,646	)		(6,376	)		(47,001	)		(15,052	)
Gross profit		59,618			25,212			138,571			108,695
Consulting and administrative expenses		(3,458	)		(1,192	)		(9,115	)		(4,100	)
Extraordinary mining and other duties		(1,635	)		(64	)		(3,532	)		(276	)
Interest expenses		(5,214	)		(369	)		(13,915	)		(1,109	)
Exchange gains (losses) and other		420			1,953			(2,414	)		1,895
Net income before tax		49,731			25,540			109,595			105,105
Income tax (expense) benefit		(23,824	)		825			(23,441	)		(20,101	)
Net income (100% basis)		25,907			26,365			86,154			85,004
MAG’s 44% portion of net income		11,399			11,601			37,908			37,402
Interest on Juanicipio loans - MAG's 44%		2,293			180			6,122			488
MAG’s 44% equity income		13,692			11,781			44,030			37,890

Three months ended September 30, 2023 and 2022

Sales increased by $75,331 during the three months ended September 30, 2023, mainly due to 76% higher metal volumes and 28% higher realized metal prices.

Offsetting higher sales was higher depreciation ($15,270) as Juanicipio achieved commercial production and commenced depreciating the processing facility and associated equipment, and higher production cost ($25,654) which was driven by higher sales and operational ramp up in mining and processing, including $7,700 in inventory movements.

Other expenses increased by $10,218 mainly as a result of higher extraordinary mining and other duties ($1,571) in relation to higher precious metal revenues from the sale of concentrates, higher consulting and administrative expenses ($2,266) as an operator services agreement became effective upon initiation of commercial production whereby Fresnillo and its affiliates continue to operate the mine (the “Operator Services Agreement”), and higher interest incurred on shareholder loans ($4,845) which were completely expensed during Q3 2023, whereas being only partly expensed with the rest capitalised to construction in progress in Q3 2022.

Taxes increased by $24,648 impacted by deferred tax charges associated with fixed assets as well as higher taxable profits generated during the period.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Mineralized Material Processed at Juanicipio and Saucito Plants (100% basis)

Three Months Ended September 30, 2023 (322,249 tonnes processed)				Q3 2022 Amount $
Payable Metals	Quantity	Average Price $	Amount $	Q3 2022 Amount $
Silver	4,288,747 ounces	23.51 per oz	100,841	44,518
Gold	7,761 ounces	1,911.99 per oz	14,839	8,219
Lead	3,448 tonnes	1.00 per lb.	7,571	2,578
Zinc	4,352 tonnes	1.15 per lb.	11,005	6,511
Treatment, refining, and other processing costs			(9,211)	(12,111)
Net Revenue			125,046	49,715
Production cost			(43,782)	(18,127)
Depreciation and amortization ⁽¹⁾			(21,646)	(6,376)
Gross Profit			59,618	25,212

⁽¹⁾ The underground mine was considered readied for its intended use on January 1, 2022, whereas the Juanicipio processing facility started commissioning and ramp-up activities in January 2023, achieving commercial production status on June 1, 2023.

Sales and treatment charges are recorded on a provisional basis and are adjusted based on final assay and pricing adjustments in accordance with the offtake contracts.

Nine months ended September 30, 2023 and 2022

Sales increased by $141,448 during the nine months ended September 30, 2023, mainly due to 67% higher metal volumes and 6% higher realized metal prices.

Offsetting higher sales was higher depreciation ($31,949) as Juanicipio achieved commercial production and commenced depreciating the processing facility and associated equipment, and higher production cost ($79,622) which was driven by higher sales and operational ramp up in mining and processing, including $31,983 in inventory movements as commissioning stockpiles were depleted.

Other expenses increased by $25,386 mainly as a result of higher extraordinary mining and other duties ($3,256) in relation to higher precious metal revenues from the sale of concentrates, higher consulting and administrative expenses ($5,016) as the Operator Services Agreement became effective upon initiation of commercial production, and interest incurred on shareholder loans ($12,806) which were completely expensed during the nine months ending September 30, 2023, whereas being only partly expensed with the rest capitalised to construction in progress during the nine months ending September 30, 2022.

Taxes increased by $3,340 impacted by deferred tax charges associated with fixed assets.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Mineralized Material Processed at Juanicipio, Saucito and Fresnillo Plants (100% basis)

Nine Months Ended September 30, 2023 (921,990 tonnes processed)				Nine Months Ended September 30, 2022 Amount $
Payable Metals	Quantity	Average Price $	Amount $
Silver	11,167,181 ounces	23.49 per oz	262,271	147,488
Gold	22,588 ounces	1,942.32 per oz	43,874	27,897
Lead	7,796 tonnes	0.97 per lb.	16,599	7,196
Zinc	10,591 tonnes	1.16 per lb.	27,020	18,422
Treatment, refining, and other processing costs			(38,461)	(31,148)
Net Revenue			311,303	169,855
Production cost			(125,731)	(46,108)
Depreciation and amortization ⁽¹⁾			(47,001)	(15,052)
Gross Profit			138,571	108,695

Cash Flow Results

The following table provides a summary of cash flows for Juanicipio on for the three and nine months ended September 30, 2023 and 2022:

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
(in thousands of US dollars)	$			$			$			$
Cash provided by (used in):
Operating activities		57,346			15,899			61,026			121,638
Investing activities		(16,524	)		(34,254	)		(61,652	)		(121,022	)
Financing activities		(25,843	)		(298	)		23,091			(947	)
Impact of foreign exchange on cash and cash equivalents		(84	)		(676	)		(133	)		(464	)
Increase (decrease) in cash and cash equivalents during the period		14,895			(19,329	)		22,332			(796	)
Cash and cash equivalents, beginning of period		8,540			37,504			1,102			18,972
Cash and cash equivalents, end of period		23,434			18,176			23,434			18,176

Cash flows from operating activities

During the three months ended September 30, 2023, cashflow from operating activities increased ($41,447) due to higher operating margin driven by higher throughput and realized prices.

During the nine months ended September 30, 2023, despite higher operating margin, cash flow from operating activities decreased ($60,612) due to payments made to extinguish substantial 2022 tax and mining duty obligations (increase of $60,316 in income tax payments and $8,785 in mining duty tax payments).

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Cash used in investing activities

During the three and nine months ended September 30, 2023, the net cash used in investing activities was $17,730 and $59,369 lower than the three and nine months ended September 30, 2022, respectively. This decrease was mainly driven by lower initial capital development expenditures of $23,048 and $42,133, respectively, as the project progressed from the construction and development phase in 2022 to the commissioning and operational ramp up phase in 2023.

Cash from (used in) financing activities

During the three months ended September 30, 2023, cash used in financing activities was $25,545 higher than the three months ended September 30, 2022, due to a $20,000 loan repayment made to the shareholders ($8,800 for MAG’s account) and $5,670 of loan interest payments made to shareholders ($2,495 for MAG’s account).

During the nine months ended September 30, 2023, cash from financing activities was $24,038 higher than the nine months ended September 30, 2022, due to a $58,600 cash injection from shareholders (mainly to extinguish substantial tax and mining duty obligations, as mentioned above in a) Cash flows from operating activities) offset by the $20,000 loan repayment mentioned above and $13,157 of loan interest payments to shareholders ($5,789 for MAG’s account).

Liquidity position

With the plant completed and commercial production declared on June 1, 2023, all major construction activities have now been completed and Juanicipio is demonstrating its ability to sustain nameplate production levels. Going forward, cash flow from ongoing operations, along with the cash held by Juanicipio at September 30, 2023 of $23,434 on a 100% basis, are expected to substantially fund any remaining capital. Additional funding requirements, if any, related to market conditions (i.e. lower metal prices or higher inflation driving higher costs for instance) or for additional sustaining capital in excess of the operating cash flow generated may be funded by further cash calls by Fresnillo and MAG.

DEER TRAIL PROJECT

BACKGROUND AND HISTORY

MAG executed an option agreement (the “Deer Trail Agreement”) effective December 20, 2018 to acquire and consolidate 100% of the consolidated historic Deer Trail mine and surrounding Alunite Ridge area in Piute County, Utah (the “Deer Trail Project”). The Deer Trail Project includes a mixture of patented and unpatented claims totaling approximately 6,500 hectares (“ha”). The counterparties to the Deer Trail Agreement contributed their respective Deer Trail claims and property rights to a newly formed company for a 99% interest in the company, with MAG holding the other 1% interest. MAG is the project operator and has the right to earn a 100% interest in the company and the Deer Trail Project, with the counterparties retaining a 2% net smelter returns royalty. In order to earn in 100%, MAG must make a total of $30,000 in escalating annual exploration expenditures ($24,460 expended to September 30, 2023) and $2,000 in advanced royalty payments ($650 paid to September 30, 2023), both over the 10-year term of the Deer Trail Agreement, by December 2028. All minimum obligatory commitments under the Deer Trail Agreement have been satisfied.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The Company believes that the Deer Trail Project is a silver-rich CRD related to one or more porphyry intrusive centres. Consolidating the property package allows MAG to apply its integrated district scale exploration model and apply new technologies to the search for an entire suite of mineralization systems expected to occur on the property.

MAG’s exploration focus is to seek the source of the historically mined high-grade silver-lead-zinc-copper-gold Deer Trail manto in the thick, high-potential Redwall Limestone host rock sequence that regional mapping indicates lies just below the interlayered sedimentary and limestone section that hosts the historical Deer Trail mine mineralization. Based on this concept, and the recognition of apparent “feeder” structures to mineralization in the Deer Trail mine, three surface holes totaling 3,927 metres were drilled in the context of the 2021’s Phase 1 program (see Press Release September 7, 2021 under the Company’s SEDAR+ profile at www.sedarplus.ca). These three holes successfully fulfilled all three initial objectives by:

Confirming that the thick section of regionally known Redwall Limestone and other favorable carbonate host rocks continues below the Deer Trail mine;

Confirming and projecting two suspected mineralization feeder structures to depth; and

Intercepting high-grade mineralization related to those structures in host rocks beneath the limits of historical drilling.

A follow up Phase 2 program was completed in Q1 2023, and included 12,157 metres in total, results were reported on January 17 and August 3, 2023 (see Press Releases under the Company’s SEDAR+ profile at www.sedarplus.ca) and highlights include:

Carissa Zone Discovery: by far the most widespread mineralization and strongest alteration drilled on the property were cut by “Carissa Discovery” holes DT22-09 and 10. Both holes cut several hundred metres of progressively increasing Argentiferous (silver-bearing) Manganese-Oxide Mineralization (“AMOM”), marble and skarn before entering zones of distinctive silver-copper-zinc bearing sulfide “lacing”, in turn cut by zones of pervasive mineralized skarn.

DT22-09 intercepted 273.8 metres of distinctive sulfide lacing (mineralization) averaging 12 g/t silver, 0.2% copper, 0.1% lead and 0.2% zinc, with individual sulphide bands grading 59-266 g/t silver, 0.2-5.5% copper, 0.1-1.5% lead, 0.1-5.2% zinc and trace-1.5 g/t gold.

The lacing zone in hole DT22-09 is preceded by hundreds of metres of progressively zoned AMOM, marble and mineralized garnet-pyroxene-magnetite skarn.

DT22-10 cut the same progression of alteration as DT22-09 over 115.6 metres before being lost in sulphide lacing mineralization.

DT22-11: 400 metres north of Carissa discovery cut a 23.5 metres zone of multiple stacked semi-massive sulfide mantos, the best of which grades 150 g/t silver, 1.1 g/t gold, 0.8% copper, 4.9% lead and 4.1% zinc over 5.0 metres.

DT22-12: 800 metres northwest of Carissa cut 33.0 metres grading 0.6 g/t gold encompassing four high-grade gold zones the best of which ran 6.1 g/t gold over 1.5 metre.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

DT22-13: 1.7 km southeast of the Carissa cut six strong copper-gold bearing structures, the best of which graded 2.2 g/t gold and 2.1% copper over 4.2 metres.

Mineralization intercepted in holes DT22-05 through 08 within the Deer Trail mine corridor differs compositionally and geologically from those observed at Carissa, indicating they were likely fed along a separate mineralization pathway from those responsible for Carissa.

The overall results continue to reinforce MAG’s CRD exploration model and suggest multiple mineralization channel-ways extend from the inferred Deer Trail Mountain porphyry center. Multiple fluid channel-ways are a characteristic of many major CRD systems. The distinctly different mineralization styles of the separate zones are hallmark indicators of a significant, long-lived, multi-stage CRD, potentially sourced from a productive Porphyry Copper-Molybdenum intrusive center. Results obtained provide strong support for Phase 3 drilling, currently underway to seek that porphyry center.

A comprehensive data review was conducted in Q2 2023 following the completion of Phase 2 drilling which included revisiting previous holes, relogging of historic holes and interpretation/target generation. The result of this review has opened a number of new targets and solidified the 3 targets in the current drilling campaign.

During the three and nine months ended September 30, 2023 and year ended December 31, 2022, the Company has incurred the following exploration and evaluation expenditures on the Deer Trail Project:

	Three months ended		Nine months ended		Year ended
	September 30,		September 30,		December 31,
	2023		2023		2022
	$		$		$
Deer Trail
Option and other payments		75		75		210
Total acquisition costs		75		75		210
Geochemical		109		367		422
Camp and site costs		188		577		713
Drilling		1,540		2,963		6,255
Geological consulting		399		915		964
Geophysical		16		63		325
Land taxes and government fees		178		200		232
Legal, community and other consultation costs		54		296		303
Travel		115		142		167
Total for the period		2,674		5,598		9,591
Balance, beginning of period		22,489		19,565		9,974
Total Deer Trail Project cost		25,163		25,163		19,565

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

LARDER PROJECT

BACKGROUND AND HISTORY

On March 11, 2022, the Company entered into a Definitive Arrangement Agreement with Gatling Exploration Inc. (“Gatling”) to acquire all of the issued and outstanding common shares of Gatling with the issuance of common shares of the Company and the advancement of a C$3,000 convertible note receivable. On May 20, 2022, the Company completed the acquisition of Gatling by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Gatling Transaction”), pursuant to which Gatling became a wholly-owned subsidiary of the Company and the Company thereby acquired a 100% interest in the Larder project located in the historically prolific Abitibi greenstone belt in Northern Ontario, Canada (the “Larder Project”). Under the terms of the Gatling Transaction, each former Gatling shareholder received 0.0170627 of a common share of the Company in exchange for each share of Gatling held immediately prior to the Gatling Transaction. Holders of options and warrants to acquire common shares of Gatling received replacement options and warrants, respectively, entitling the holders thereof to acquire common shares of the Company, based on, and subject to, the terms of such options and warrants of Gatling, as adjusted by the plan of arrangement.

MAG issued a total of 774,643 common shares in connection with the Gatling Transaction. The Company also issued 43,675 replacement stock options and 53,508 replacement warrants. A portion of the liabilities of Gatling related to change of control payments to Gatling executive management was settled by the issuance of 63,492 shares of the Company.

Through the acquisition of Gatling in 2022, the Company acquired 100% of the Larder Project in Ontario, for which the Company recognized $15,187 in exploration and evaluation assets.

Identified assets acquired and liabilities assumed	$

Assets
Cash and cash equivalents		89
Receivables, prepaids and deposits		115
Exploration and evaluation assets		15,187
Total Assets		15,391

Liabilities
Accounts payables and accrued liabilities		1,315
Lease liabilities		37
Total Liabilities		1,352

Net assets acquired		14,039

As at September 30, 2023, the Company has incurred $7,449 spend after acquisition costs, of which $2,396 were drilling costs.

The Company has determined that the Gatling Transaction did not meet the definition of business combination under International Financial Reporting Standards (“IFRS”) 3 – Business Combinations and accordingly, has been accounted for as an asset acquisition.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The Larder Project hosts three gold zones along the Cadillac-Larder Break (the “Cadillac-Larder Break”), 35 km east of Kirkland Lake and is comprised of patented and unpatented claims, leases and mining licenses of occupation within the McVittie and McGarry townships. The concessions associated with the Larder Project are all in good standing with various underlying obligations or royalties associated with various mineral claims and various payments upon a production announcement. MAG retained the Larder Project exploration team and has since added to it.

The Larder property includes several known shear-hosted (“orogenic”) gold mineralization centres located along approximately 8.7 km of strike length of the greater than 250 km long Cadillac-Larder Break, a historically highly-productive regional first-order shear structure. MAG is applying an integrated district-scale exploration model and modern technology to the search for large-volume, high-grade gold mineralization of the style known to occur throughout the Abitibi region and along neighboring segments of the Cadillac-Larder Break. MAG’s technical team believe that a combination of systematic surface-based exploration combined with geophysics should uncover numerous targets in this highly gold mineralized region.

Unlike in many other shear-hosted gold deposits, where mineralization occurs principally along second or third-order structures solaying off a first-order structure, the Larder segment of the Break also has concentrated ore shoots along the first-order structure. This relationship appears similar to that in well-known neighbouring and nearby gold camps along the Break such as the Kerr-Addison mine (approximately 5 km to the east) and the Kirkland Lake district (approximately 35 km to the west). The Larder segment lacks systematic exploration, especially to depths below 500 metres on the main Break, so MAG will be focusing initial efforts along the Break proper. Subsequent focus will include exploration of the many known, and geophysically indicated, 2nd and 3rd order structures that occur throughout the balance of the sparsely tested claim package. The Kir Vit prospect within the Larder claim package is the most advanced of these and appears hosted by the same structure as the Upper Beaver mine owned by Agnico Eagle Mines Limited currently in construction a few kilometres to the west.

The Larder property has numerous non-technical advantages. It lies in a mining-friendly jurisdiction with a very long history of mining. There are First Nation agreements in place, with positive ongoing dialogue. No significant environmental legacies are known. Infrastructure (electrical, gas, highway, water) and access are excellent; exploration costs are relatively low; experienced labour is readily available in the area; and permitting is streamlined, predictable and timely. Importantly, many initial targets can be drilled from existing permitted pads.

MAG anticipates that the mineralization style and characteristics on this property may be similar as in neighbouring major camps. No assurance of this can be made however, readers are cautioned that, as the Company’s exploration and drilling programs at the Larder Project advance, results may prove to be materially different from those characterizing adjacent properties.

After completing the initial 2023 drilling campaign, the geological team embarked on a comprehensive property-wide data re-evaluation which included review of all historic drilling, selective relogging, re-assaying all available pulps with 4-acid digestion, additional geophysics, field mapping and sampling. These datasets are now undergoing systematic reinterpretation to build a unified project model for developing a well-defined pipeline of drill targets which are expected to be tested by multiple rigs turning over the next eighteen months.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

On July 12, 2023 drilling resumed at the Larder Project to test additional targets by the end of the year on the Cheminis and Bear areas. During Q3 2023 4,594 metres were drilled at Cheminis and a second drill rig was commissioned to drill the Bear target. A minimum of 17,000 metres of drilling is planned.

During the three and nine months ended September 30, 2023 and year ended December 31, 2022, the Company has incurred the following exploration and evaluation expenditures on the Larder Project:

	Three months ended		Nine months ended		Year ended
	September 30,		September 30,		December 31,
	2023		2023		2022
	$		$		$
Larder Project
Acquisition		-		-		15,187
Option and other payments		-		-		19
Total acquisition costs		-		-		15,206
Geochemical		141		901		112
Camp and site costs		234		408		127
Drilling		599		1,164		1,232
Geological consulting		766		1,400		450
Geophysical		296		872		314
Land taxes and government fees		14		35		19
Legal, community and other consultation costs		141		308		176
Travel		113		174		58
Total for the period		2,304		5,262		17,694
Balance, beginning of period		20,652		17,694		-
Total Larder Project cost		22,956		22,956		17,694

OUTLOOK

Juanicipio Outlook

All material mined at Juanicipio is now being processed through the Juanicipio processing facility, with the resulting lead (silver-rich) and zinc concentrates treated at market terms under offtake agreements with Met-Mex Peñoles, S.A. de C.V. (“Met-Mex”) (an affiliate of Fresnillo). An Operator Services Agreement became effective upon the declaration of commercial production, whereby Fresnillo and its affiliates will continue to operate the mine for a fee of $13,000 per annum. With the plant operating at nameplate capacity, the focus point is now on ongoing cost and operational optimisation.

Deer Trail Outlook

On May 29, 2023, MAG started a Phase 3 drilling program designed to test the mineralization of porphyry “hubs” inferred to underlie Mt. Brigham and Deer Trail Mountain. The first hole tested the Alunite Ridge target on the south slope of Mt. Brigham, followed by the recently completed Deer Trail Mountain target. These porphyry “hub” targets are defined by extensive surface work showing strong coincident geochemical, geophysical and alteration anomalies. These “hubs” are thought to be the source of the fluids that created the Project area’s manto, skarn and epithermal vein mineralization and pervasive alteration seen throughout the Deer Trail Project area including the Deer Trail and Carissa zones. An early onset of winter snowfall impacted the commencement of the third porphyry “hub” target which will be drilled next season and drilling has shifted to offset the Carissa zone discovery holes, follow up other well-mineralized intercepts and test entirely new targets identified by recent geophysical surveys and soil surveys.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Larder Project Outlook

The field team are currently undertaking a comprehensive re-evaluation of all existing drilling, targeted relogging of selected holes, rerunning all available pulps with 4-acid digestion, and additional geophysics, field mapping and sampling. The goal of this property-wide technical reassessment program is to improve understanding of the different styles of mineralization, alteration and structure as a basis to develop a long-term systematic property-wide exploration program. Initial plans are finalized, and drilling resumed on July 12, 2023 with a planned minimum of 17,000 metres on a pipeline on well-defined high priority targets for the second half of 2023. A second drill rig was commissioned in mid-October. The program will continue to expand as new data is collected and ultimately increase to a multi-rig exploration program in 2024.

REVIEW OF FINANCIAL RESULTS

Three months ended September 30, 2023 and 2022

	For the three months ended
	September 30,			September 30,
	2023			2022
		$			$

Income from equity accounted investment in Juanicipio		13,692			11,781
General and administrative expenses		(4,094	)		(3,003	)
General exploration and business development		(468	)		(20	)
Operating income		9,130			8,758

Interest income		663			216
Other income		269			-
Foreign exchange loss		(192	)		(199	)
Income before income tax		9,870			8,775

Deferred income tax expense		(1,008	)		(548	)
Net income		8,862			8,227

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Income from equity accounted investment in Juanicipio increased to $13,692 during the three months ended September 30, 2023 (September 30, 2022 $11,781) representing the Company’s 44% equity interest in the Juanicipio Mine and is discussed above on a 100% basis in ‘Results of Juanicipio’.

General and administrative expenses increased to $4,094 during the three months ended September 30, 2023 (September 30, 2022: $3,003) due to:

increase in management compensation and consulting fees to $1,727 (September 30, 2022: $957) mainly due to executive search fees and payroll related expenditures;

increase in accounting and audit fees to $277 (September 30, 2022: $110) mainly due to an increase in audit and tax consulting fees;

Juanicipio oversight costs now being expensed through profit and loss subsequent to the declaration of full commercial production at Juanicipio in June 2023 ($332);

Offset by;

decrease in share-based payment expense to $882 (September 30, 2022: $1,113) mainly attributable to the initial incentive grants issued to new executives of the Company in 2022; and

decrease in insurance expenses to $334 (September 30, 2022: $530) as a result of lower insurance premiums negotiated for the 2023 insurance renewal.

General exploration and business development expenses increased to $468 during the three months ended September 30, 2023 (September 30, 2022: $20) due to $433 of property holding costs consisting mainly of legal, licence renewal, and storage fees.

Interest income increased to $663 during the three months ended September 30, 2023 (September 30, 2022: $216) as a result of higher cash balance and deposit interest rates compared to the comparative quarter.

Other income of $269 during the three months ended September 30, 2023 (September 30, 2022: nil) is attributable to the amortization of the flow-through premium liability.

Deferred income tax expense of $1,008 during the three months ended September 30, 2023 (September 30, 2022: $548) primarily driven by the income from the equity accounted investment in Juanicipio recognized by the Company.

As a result of the foregoing, net income for the quarter was $8,862 compared to $8,227 net income in the same quarter of the prior year.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Nine months ended September 30, 2023 and 2022

	For the nine months ended
	September 30,			September 30,
	2023			2022
		$			$

Income from equity accounted investment in Juanicipio		44,030			37,890
General and administrative expenses		(10,599	)		(8,555	)
General exploration and business development		(610	)		(111	)
Exploration and evaluation assets written down		-			(10,471	)
Operating income		32,821			18,753

Interest income		1,868			335
Other income		629			-
Foreign exchange loss		(204	)		(403	)
Income before income tax		35,114			18,685

Deferred income tax expense		(2,149	)		(216	)
Net income		32,965			18,469

Income from equity accounted investment in Juanicipio increased to $44,030 during the nine months ended September 30, 2023 (September 30, 2022 $37,890) representing the Company’s 44% equity interest in the Juanicipio Mine and is discussed above on a 100% basis in ‘Results of Juanicipio’.

General and administrative expenses increased to $10,599 during the nine months ended September 30, 2023 (September 30, 2022: $8,555) due to:

increase in management compensation and consulting fees to $3,949 (September 30, 2022: $2,980) mainly due to executive search fees and payroll related expenditures;

increase in share-based payment expense to $2,597 (September 30, 2022: $2,318) mainly attributable to the initial incentive grants issued to new executives of the Company.

increase in accounting and audit fees to $606 (September 30, 2022: $294) mainly due to an increase in audit and tax consulting fees;

Juanicipio oversight costs now being expensed through profit and loss subsequent to the declaration of full commercial production at Juanicipio in June 2023 ($332);

Offset by;

decrease in insurance expenses to $1,162 (September 30, 2022: $1,483) as a result of lower insurance premiums negotiated.

General exploration and business development expenses increased to $610 during the nine months ended September 30, 2023 (September 30, 2022: $111) due to $433 of property holding costs consisting mainly of legal, licence renewal, and storage fees.

Exploration and evaluation assets written down decreased to nil during the nine months ended September 30, 2023. The $10,471 recorded during the nine months ended September 30, 2022, pertains to the Black Hills land claim package, where the Company wrote-down the full carrying amount.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Interest income increased to $1,868 during the nine months ended September 30, 2023 (September 30, 2022: $335) as a result of higher cash balance and interest rates compared to the comparative period.

Other income of $629 during the nine months ended September 30, 2023 (September 30, 2022: nil) is attributable to the amortization of the flow-through premium liability.

Deferred income tax expense of $2,149 during the nine months ended September 30, 2023 (September 30, 2022: $216) primarily driven by the income from the equity accounted investment in Juanicipio recognized by the Company.

As a result of the foregoing, net income for the period was $32,965 compared to $18,469 net income in the same period of the prior year.

Other Comprehensive Income (Loss):

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022

Net income		8,862			8,227			32,965			18,469

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Unrealized loss on equity securities		(2	)		(1	)		(4	)		(60	)
Deferred tax benefit		-			-			-			7
Other comprehensive loss		(2	)		(1	)		(4	)		(53	)

Total comprehensive income		8,860			8,226			32,961			18,416

In other comprehensive income (loss) during the three and nine months ended September 30, 2023, MAG recorded an unrealized mark-to-market loss of $2 and $4, respectively (September 30, 2022: $1 and $53, respectively).

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

FINANCIAL POSITION

The following table summarizes MAG’s financial position as at September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	$		$
Assets

Current assets
Cash		58,519		29,955
Other current assets		2,349		1,940
Total current assets		60,868		31,895
Non-current assets
Investments		7		11
Investment in Juanicipio		392,629		338,316
Exploration and evaluation assets		48,119		37,259
Property and equipment		312		348
		441,067		375,934
Total assets		501,935		407,829

Liabilities

Current liabilities		5,780		2,663
Non-current liabilities		5,585		3,470
Total liabilities		11,365		6,133
Total equity		490,570		401,696
Total liabilities and equity		501,935		407,829

Cash totalled $58,519 as at September 30, 2023 compared to $29,955 at December 31, 2022, with the increase primarily attributable to proceeds received from a bought deal public offering that closed on February 7, 2023 and a flow-through bought deal private placement that closed on February 16, 2023 as referred to below in ‘Cash Flows - Financing Activities’, and $8,800 of Juanicipio loan repayment received, offset by a $24,992 cash call from Juanicipio as referred to below in ‘Cash Flows - Investing Activities’ and above in ‘Investment in Juanicipio’. Other current assets as at September 30, 2023 include accounts receivable of $1,014 (December 31, 2022: $708) and prepaid insurance and other prepaid expenses of $1,335 (December 31, 2022: $1,232). Account receivables are comprised primarily of a receivable from Juanicipio related to interest on MAG’s shareholder loan advances (see ‘Related Party Transactions’ below).

The equity accounted investment in Juanicipio balance increased from $338,316 at December 31, 2022 to $392,629 at September 30, 2023 and reflects MAG’s share of earnings from Juanicipio and its ongoing equity accounted investment in Juanicipio, as discussed below in ‘Company’s investment in Juanicipio’.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Exploration and evaluation assets as at September 30, 2023 increased to $48,119 (December 31, 2022: $37,259) reflecting exploration expenditures incurred on the Deer Trail Project ($5,598) and Larder Project ($5,261) in 2023.

Current liabilities as at September 30, 2023 increased to $5,780 (December 31, 2022: $2,663) driven by the recognition of a $2,357 flow-through premium liability (December 31, 2022: nil).

Non-current liabilities of $5,585 as at September 30, 2023 (December 31, 2022: $3,470) includes the non-current portion of the lease obligation of $31 (December 31, 2022: $140), $484 for a reclamation provision (December 31, 2022: $409) and a deferred income tax liability of $5,070 (December 31, 2022: $2,921), the latter primarily driven by the income from the equity accounted investment in Juanicipio recognized by the Company.

Company’s investment in Juanicipio

The following table provides a summary of the Company’s investment relating to its interest in Juanicipio for the nine months ended September 30, 2023 and the year ended December 31, 2022:

	September 30,			December 31,
	2023			2022
	$			$
Balance, beginning of period		338,316			291,084
Juanicipio oversight expenditures incurred 100% by MAG		384			719
Amortization of Juanicipio's oversight expenditures incurred 100% by MAG		(171	)		-
Loan repayment from Juanicipio		(8,800	)		-
Cash contributions and advances to Juanicipio		24,992			8,140
Total for the period		16,405			8,859
Income from equity accounted Investment in Juanicipio		44,030			40,767
Interest earned, net of recontributions, reclassified to accounts receivable		(6,122	)		(2,394	)
Balance, end of period		392,629			338,316

During the five months ended May 31, 2023 in the run up to the declaration of commercial production at Juanicipio, the Company incurred Juanicipio oversight expenditures of $384 (year ended December 31, 2022: $719), and following the declaration of commercial production, started expensing future Juanicipio oversight expenditures and recording amortization of accumulated capitalized Juanicipio oversight expenditures.

During the nine months ended September 30, 2023, the Company recognised amortization of $171 (year ended December 31, 2022: nil). The Company made cash advances of $24,992 to Juanicipio during Q1 2023 to extinguish substantial tax and mining duty obligations in Mexico (year ended December 31, 2022: $8,140). During Q3, with Juanicipio operating at nameplate capacity and generating free cash flow, $11,295 was returned to MAG comprising an $8,800 loan principal repayment and $2,495 in interest on loans.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

10.

CASH FLOWS

The following table summarizes MAG Silver’s cash flow activities for the three and nine months ended September 30, 2023 and September 30, 2022, respectively:

	For the three months ended						For the nine months ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022
	$			$			$			$

Operating activities before movements in non-cash
working capital		(3,007	)		(1,762	)		(6,645	)		(6,001	)
Movements in non-cash working capital		1,706			500			413			(1,955	)
Operating activities		(1,301	)		(1,262	)		(6,232	)		(7,956	)
Investing activities		7,412			(3,661	)		(20,859	)		(9,245	)
Financing activities		103			(28	)		55,880			(49	)

Effect of exchange rate changes on cash		(359	)		(197	)		(225	)		9

Increase (decrease) in cash during the period		5,855			(5,148	)		28,564			(17,241	)
Cash, beginning of period		52,664			44,655			29,955			56,748
Cash, end of period		58,519			39,507			58,519			39,507

Operating Activities

During Q3 MAG used $1,301 in cash for operations (three months ended September 30, 2022: $1,262) due to the payment of corporate office expenses.

During the nine months ended September 30, 2023 MAG used $6,232 in cash for operations (nine months ended September 30, 2022: $7,956) due to the payment of corporate office expenses. The decrease in cash used for operations was largely driven by severance payments made to a previous executive of the Company in 2022 as well as lower insurance premiums in 2023.

Investing Activities

During Q3 cash provided from investing activities amounted to $7,412 (three months ended September 30, 2022: cash used $3,661). The increase in cash provided from investing activities was driven by the receipt of $8,800 (three months ended September 30, 2023: nil) in loan repayments and $2,495 (three months ended September 30, 2022: $86) in interest received on loans advanced to Juanicipio.

During the nine months ended September 30, 2023 cash used in investing activities amounted to $20,859 (nine months ended September 30, 2022: cash used $9,245). The increase in cash used in investing activities was driven by the net loan contributions of $16,192 to Juanicipio (nine months ended September 30, 2022: nil) offset by $5,789 (three months ended September 30, 2022: $86) in interest received on loans advanced to Juanicipio.

Financing Activities

On February 7, 2023, the Company closed a $42,558 bought deal public offering and issued 2,905,000 common shares at a price of $14.65 per common share. On February 16, 2023, the Company closed a $17,133 (C$23,024) bought deal private placement and issued 969,450 Flow-Through Shares at a price of $17.67 (C$23.75) per Flow-Through Share. Share issuance costs for both equity financings amounted to $3,942 yielding net proceeds of $55,749.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

In addition, during the nine months ended September 30, 2023, 21,346 stock options were exercised for cash proceeds of $225 (nine months ended September 30, 2022: 3,125 stock options exercised for cash proceeds of $32).

11.

SUMMARY OF QUARTERLY RESULTS

The following table sets forth selected quarterly financial information for each of the last eight quarters (as determined under IFRS (expressed in US$000’s except for per share amounts)):

	2023				2022			2021
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	$	$	$	$	$	$	$	$
Income in equity accounted investment in Juanicipio ⁽³⁾	13,692	22,419	7,919	2,877	11,781	12,347	13,762	8,777
Interest income ⁽¹⁾	663	641	564	295	216	18	101	22
Other income ⁽⁴⁾	269	233	127	-	-	-	-	-
General and administrative expenses	4,094	3,233	3,272	3,797	3,003	3,282	2,270	3,347
Net income (loss) ⁽²⁾	8,862	19,390	4,713	(825)	8,227	7,562	2,680	8,662
Net income (loss) per share	0.09	0.19	0.05	(0.01)	0.08	0.08	0.03	0.09
Diluted net income (loss) per share	0.09	0.19	0.05	(0.01)	0.08	0.08	0.03	0.09

⁽¹⁾

The Company’s only source of interest income during the quarters listed above was interest earned on cash, cash equivalents and term deposits. The amount of interest earned correlates directly to the amount of cash, cash equivalents and term deposits on hand during the period referenced and prevailing interest rates at the time. Interest from the Juanicipio loans, where MAG owns a 44% interest, is recognized through MAG’s income from equity accounted Investment in Juanicipio (see ‘Results of the Juanicipio’ above) as applicable.

⁽²⁾

Net income (loss) by quarter is often materially affected by the timing and recognition of large non-cash expenses (specifically share-based payments, exploration and evaluation property impairments, and deferred tax changes) as discussed above when applicable in “Review of Financial Results”. Net income was negatively impacted in Q1 2022 by a write-down of an exploration and evaluation asset for $10,471.

⁽³⁾

Income from equity accounted Investment in Juanicipio is often materially affected by changes in volatile metal prices, start-up and ramp-up activities associated with mining and processing, non-cash deferred tax movements related to assets being brought into use as well as fluctuating feed grades as the operations approached steady state. Q4 2022 lower income in equity accounted Investment in Juanicipio versus Q1-Q3 2022 is mainly due to a lower silver grade from tonnes processed, ranging between 19% and 30% against comparative period. Q2 and Q3 2023 higher incomes in equity accounted investment in Juanicipio is mainly due to processing of more mineralized material than in prior periods (see ‘Results of Juanicipio’ above).

⁽⁴⁾

On February 16, 2023, the Company closed a $17,133 (C$23,024) bought deal private placement of Flow-Through Shares, for which the Company recorded a $2,986 flow-through premium liability. As eligible expenditures are incurred, the Company records associated amortization of flow-through share premium liability in other income.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

12.

NON-IFRS MEASURES

The Company has included certain non-IFRS performance measures throughout this MD&A. These performance measures are employed by management to assess the Company’s operating and financial performance and to assist in business decision-making. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and other stakeholders use this information to evaluate the Company’s operating and financial performance; however, as explained elsewhere herein, these non-IFRS performance measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other issuers. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Juanicipio does not calculate this information for use by both shareholders (Fresnillo 56%, and MAG 44%), rather it is calculated by the Company solely for the Company’s own disclosure purposes and may differ from the non-IFRS measures calculated and presented by Fresnillo.

Operating cash cost per ounce and cash cost per ounce

The Company has included the non-IFRS performance measures of operating cash cost per ounce and cash cost per ounce on a by-product basis throughout this MD&A. In the gold and silver mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by many gold and silver mining companies. Management uses operating cash cost per ounce and cash cost per ounce to monitor the operating performance of Juanicipio. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate operating cash cost and cash cost per ounce differently.

The following table provides a reconciliation of operating cash cost and cash cost per silver ounce of Juanicipio to production cost of Juanicipio on a 100% basis (the nearest IFRS measure) as presented in the notes to the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

	Three months ended September 30,						Nine months ended September 30,
(in thousands of US$, except per ounce amounts)	2023			2022			2023			2022
Production cost as reported		43,781			18,127			125,730			46,108
Depreciation on inventory movements		(1,145	)		1,057			(2,799	)		4,027
Adjusted production cost		42,637			19,184			122,932			50,135
Treatment, refining, and other processing costs		9,211			12,111			38,461			31,148
By-product revenues ⁽²⁾		(33,415	)		(17,308	)		(87,493	)		(53,515	)
Total operating cash costs ⁽¹⁾		18,432			13,987			73,900			27,768
Extraordinary mining and other duties		1,635			64			3,532			276
Total cash costs ⁽¹⁾		20,067			14,050			77,431			28,044
Silver ounces sold		4,288,747			2,425,256			11,167,181			6,871,692
Operating cash cost per silver ounce sold ($/ounce)		4.30			5.77			6.62			4.04
Cash cost per silver ounce sold ($/ounce)		4.68			5.79			6.93			4.08

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for total operating cash costs and total cash costs together with their associated per unit values are not directly comparable.

⁽²⁾

By-product revenues relates to the sale of other metals contained in the lead and zinc concentrates produced and delivered, namely gold, lead, and zinc.

All-in sustaining cost per ounce

In June 2013, the World Gold Council, a non-regulatory association of many of the world’s leading gold mining companies was established to promote the use of gold to industry, provided guidance for the calculation of “all-in sustaining cost per gold ounce” in an effort to encourage improved understanding and comparability of the total costs associated with mining and producing an ounce of gold. The Company, in applying the same methodology for its silver production, has adopted the reporting of “all-in sustaining cost per silver ounce”, which is a non-IFRS performance measure. The Company believes that the all-in sustaining cost per silver ounce measure provides additional insight into the costs of producing silver by capturing all of the expenditures required for the discovery, development and sustaining of silver production and allows the Company to assess Juanicipio’s ability to support capital expenditures to sustain future production from the generation of operating cash flows. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, some investors use this information to evaluate Juanicipio’s performance and ability to generate cash flow, distribution of which is subject to the terms of the Juanicipio shareholders’ agreement. Other companies may calculate all-in sustaining cost per ounce differently. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

All-in sustaining costs adjust “Total cash costs” for G&A expenses, exploration expenditures (sustaining in nature), sustaining capital expenditures, sustaining lease payments and interest expense, and accretion on closure and reclamation costs. Exploration expenditures (sustaining in nature), sustaining capital expenditures, sustaining lease payments and interest expense, and accretion on closure and reclamation costs are not line items on Juanicipio’s financial statements. Sustaining capital expenditures are defined as those capital expenditures which do not materially benefit annual or life of mine silver ounce production at a mine site.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

A material benefit to a mine site is considered to be at least a 10% increase in annual or life of mine production, net present value, or reserves compared to the remaining life of mine of the operation. As such, sustaining capital expenditures exclude all expenditures at Juanicipio’s “new projects” and certain expenditures at Juanicipio which are deemed expansionary in nature. Accretion on reclamation and closure costs represents the growth in Juanicipio’s decommissioning provision due to the passage of time. This amount does not reflect cash outflows, but it is considered to be representative of the periodic costs of closure and reclamation. Lease payments on mining and service lease agreements represent cash outflows while interest expense represents the financing component inherent in the lease. Reclamation cost accretion and lease interest are included in finance expense in the Juanicipio’s results as disclosed in the notes to the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.

The following table provides a reconciliation of AISC of Juanicipio to production cost and various operating expenses of Juanicipio on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.

	Three months ended September 30,						Nine months ended September 30,
(in thousands of US$, except per ounce amounts)	2023			2022			2023			2022
Total cash costs		20,067			14,050			77,431			28,044
General and administrative expenses		3,458			1,192			9,116			4,100
Exploration		2,059			2,047			6,121			5,668
Sustaining capital expenditures		13,604			5,728			26,737			13,329
Sustaining capital lease payments		174			212			552			646
Interest on lease laibilities		(15	)		(6	)		(32	)		(18	)
Accretion on closure and reclamation costs		64			58			186			173
All-in sustaining costs ⁽¹⁾		39,411			23,281			120,111			51,942
Silver ounces sold		4,288,747			2,425,256			11,167,181			6,871,692
All-in sustaining cost per silver ounce sold ($/ounce)		9.19			9.60			10.76			7.56
Average realized price per silver ounce sold ($/ounce)		23.51			18.36			23.49			21.46
All-in sustaining margin ($/ounce)		14.32			8.76			12.73			13.90
All-in sustaining margin		61,430			21,246			142,160			95,524

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for all-in sustaining costs and all-in sustaining margin together with their associated per unit values are not directly comparable.

For the three and nine months ended September 30, 2023 the Company incurred corporate G&A expenses of $3,139 and $7,801 respectively (three and nine months ended September 30, 2022: $1,856 and $6,135 respectively) which exclude share-based compensation and depreciation expense.

The Company’s attributable silver ounces sold for the three and nine months ended September 30, 2023 were 1,887,049 and 4,913,560 respectively (three and nine months ended September 30, 2022: 1,067,113 and 3,023,544 respectively), resulting in additional all-in sustaining cost for the Company of $1.66/oz and $1.59/oz respectively (three and nine months ended September 30, 2022: $1.74/oz and $2.03/oz respectively), in addition to Juanicipio’s all-in-sustaining costs presented in the above table.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The following table reconciles sustaining capital expenditures (including exploration expenditures) to cash flow used in investing activities of Juanicipio on a 100% basis (the nearest IFRS measure), as presented in the notes to the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.

	Three months ended September 30,						Nine months ended September 30,
(in thousands of US$)	2023			2022			2023			2022
Cash used in investing activities - Juanicipio		16,524			34,254			61,652			121,022
Less:
Development expenditures ⁽¹⁾		(4,996	)		(27,013	)		(28,129	)		(92,279	)
Capitalized shareholder loan interest		-			(1,275	)		-			(3,961	)
Change in A/P and deposits related to capital expenditures not included in AISC		4,135			1,809			(666	)		(5,784	)
Total sustaining capital expenditures (including exploration) ⁽¹⁾		15,663			7,775			32,857			18,997
Less capitalized exploration expenditures		(2,059	)		(2,047	)		(6,120	)		(5,668	)
Total sustaining capital expenditures ⁽¹⁾		13,604			5,728			26,737			13,329

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for sustaining and development capital expenditures are not directly comparable.

EBITDA and Adjusted EBITDA

EBITDA provides an indication of the Company’s continuing capacity to generate income from operations before considering the Company’s financing decisions and costs of amortizing capital assets. Accordingly, EBITDA comprises net income excluding interest expense, interest income, amortization and depletion, and income taxes. Adjusted EBITDA adjusts EBITDA to exclude non-recurring items and non-cash items and includes the calculated Adjusted EBITDA of Juanicipio. Other companies may calculate EBITDA and Adjusted EBITDA differently.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA attributable to the Company based on its economic interest in Juanicipio to net income (the nearest IFRS measure) of the Company per the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 and 2022. All adjustments are shown net of estimated income tax.

	Three months ended September 30,						Nine months ended Septembere 30,
(in thousands of US$)	2023			2022			2023			2022
Net income after tax for the period		8,862			8,227			32,965			18,469
Add back (deduct):
Taxes		1,008			548			2,149			216
Depreciation and depletion		133			34			201			102
Finance costs (income and expenses)		(740	)		(17	)		(2,293	)		68
EBITDA for the period ⁽¹⁾		9,263			8,792			33,022			18,855
Add back (deduct):
Adjustment for non-cash SBC		822			1,113			2,597			2,318
Exploration property write-down											10,471
Share of net earnings related to Juanicipio		(13,692	)		(11,781	)		(44,030	)		(37,890	)
MAG attributable interest in Junicipio Adjusted EBITDA		33,527			13,347			76,104			52,532
Adjusted EBITDA for the period ⁽¹⁾		29,920			11,471			67,693			46,286

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for EBITDA and Adjusted EBITDA is not directly comparable.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The following table reconciles Juanicipio’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 to the results of Juanicipio as disclosed in note 6 to the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022.

	Three months ended September 30,					Nine months ended September 30,
(in thousands of US$)	2023		2022			2023		2022
Juanicipio net income after tax for the period		25,907		26,365			86,154		85,004
Add back (deduct):
Juanicipio taxes		23,824		(825	)		23,441		20,101
Juanicipio depreciation and depletion		21,646		6,376			47,001		15,052
Juanicipio finance costs (income and expenses)		4,795		(1,584	)		16,329		(786	)
Juanicipio EBITDA for the period ⁽¹⁾		76,172		30,332			172,925		119,371
Add back (deduct):
Fixed asset write-down		27		1			38		19
Juanicipio adjusted EBITDA for the period ⁽¹⁾		76,198		30,333			172,963		119,390
MAG's attributable interest in Juanicipio adjusted EBITDA for the period		33,527		13,347			76,104		52,532

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for EBITDA and Adjusted EBITDA is not directly comparable.

While the above figure reflects an estimate of the Company’s “attributable interest” in adjusted EBITDA generated from Juanicipio, cash and cash equivalents held by Juanicipio are not within the Company’s exclusive control as the disposition of cash from Juanicipio is at the discretion of Fresnillo subject to the provisions in the Juanicipio shareholders’ agreement.

Free Cash Flow

The Company uses the financial measure Free Cash Flow, which is a non-IFRS financial measure, to supplement information in its unaudited condensed interim consolidated financial statements. Free Cash Flow does not have any standardized meaning prescribed under IFRS, and therefore it may not be comparable to similar measures employed by other companies. The Company believes that in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate Juanicipio’s performance with respect to its operating cash flow capacity to meet non-discretionary outflows of cash. The presentation of Free Cash Flow is not meant to be a substitute for the cash flow information presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures. Free Cash Flow is calculated as cash flow from operating activities of Juanicipio adjusted for cash flows associated with sustaining and non-sustaining capital expenditures and payments made to mining contractors for leases capitalized under IFRS 16.

The following table provides a reconciliation of Free Cash Flow of Juanicipio to its cash flow from operating activities on a 100% basis (the nearest IFRS measure), as presented in Note 6 of the unaudited consolidated interim financial statements of the Company for the three and nine months ended September 30, 2023 and 2022.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

	Three months ended September 30,						Nine months ended September 30,
(in thousands of US$)	2023			2022			2023			2022
Cash flow from operating activities		57,346			15,899			61,026			121,638
Less:
Cash flow used in investing activities		(16,524	)		(34,254	)		(61,652	)		(121,022	)
Sustaining capital lease payments		(174	)		(212	)		(552	)		(646	)
Juanicipio free cash flow for the period ⁽¹⁾		40,649			(18,567	)		(1,179	)		(30	)

⁽¹⁾

As Q3 2023 is the first full quarter of commercial production, information presented for free cash flow of Juanicipio is not directly comparable.

While the above figure reflects free cash flow generated at Juanicipio, cash and cash equivalents held by Juanicipio are not within the Company’s exclusive control as the disposition of cash from Juanicipio is at the discretion of Fresnillo subject to the provisions in the Juanicipio shareholders’ agreement.

13.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2023, MAG had working capital (current assets less current liabilities) of $55,088 (December 31, 2022: $29,232) including cash of $58,519 (December 31, 2022: $29,955) and no long-term debt. At September 30, 2023, Juanicipio had working capital of $99,556 (December 31, 2022: negative working capital of $1,395) including cash of $23,434 (December 31, 2022: $1,102) (MAG’s attributable share is 44%). Future liquidity may depend upon the Company’s ability to repatriate capital from Juanicipio, arrange debt or additional equity financing.

Revolving Credit Facility

On October 4, 2023 the Company executed definitive documentation for a $40,000 senior secured revolving credit facility with the Bank of Montreal. There is a provision for an accordion feature whereby, upon request, the Credit Facility may be increased to $75,000 any time prior to the maturity date, at the discretion of the lender. The Credit Facility will bear interest on a sliding scale of SOFR or the lenders Base Rate on US Dollar commercial loans plus an applicable margin on a sliding scale of between 200 and 400 basis points based on the Company’s leverage ratio. Commitment fees on the undrawn portion of the Credit Facility are calculated on a similar sliding scale of between 50 and 75 basis points. The term of the Credit Facility is 34 months, maturing on August 4, 2026. All debts, liabilities and obligations under the Credit Facility are guaranteed by the Company's material subsidiaries and secured by assets of the Company including the pledge of a material subsidiary. The Credit Facility includes a number of customary covenants (liquidity, leverage, tangible net worth) and conditions including limitations on acquisitions and investments (excluding exploration and capital expenditures) funded using cash with no limitations when equity is used as a funding source.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Funding of the Juanicipio Capex and other Juanicipio related expenditures

With its processing facility operating at nameplate, all major construction activities have now been completed and Juanicipio is demonstrating its ability to sustain ongoing production levels. Additional funding requirements related to market conditions (i.e. lower metal prices or higher inflation driving higher costs for instance), or additional capital in excess of the operating cash flow generated may be funded by further cash calls required from Fresnillo and MAG.

Miscellaneous Expenditures

Aside from its investment in Juanicipio, the Company maintains a corporate office and undertakes other exploration activities. The Company may therefore need to raise additional capital in the future in order to meet these funding requirements. Accordingly, future liquidity may depend upon the Company’s ability to arrange additional debt or additional equity financings.

Expected Use of Proceeds and Financings

On November 29, 2021, MAG closed a bought deal share offering and issued 2,691,000 common shares, resulting in net proceeds of $43,242. A reconciliation of the expected use of net proceeds disclosed in the Company’s prospectus supplement dated November 23, 2021 to a short form base shelf prospectus dated April 23, 2020 against the actual use of net proceeds as at September 30, 2023 is as follows:

Description	Estimated Amount ($)	Expended Amount ($)
Exploration expenditures related to Juanicipio, the Deer Trail Project and other projects	17,500	17,500
Development and sustaining capital expenditures not included in the estimated initial project capital related to Juanicipio (2021-2022)	16,700	8,140
Working capital and general corporate purposes	9,000	9,000
Variance in previously disclosed expected use of proceeds ⁽¹⁾	-	8,560
Total	43,200	43,200

(1)

The balance of the proceeds from the offering previously expected to be applied to development and sustaining capital expenditures not included in the estimated initial project capital related to Juanicipio were subsequently re-allocated to contribute to the extinguishment of substantial tax and mining duty obligations of Juanicipio in Mexico.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The Company closed a $42,558 bought deal public offering on February 7, 2023 and issued 2,905,000 common shares, including 170,000 common shares issued upon the partial exercise of the over-allotment option, at a price of $14.65 per common share. A reconciliation of the expected use of net proceeds disclosed in the Company’s short form prospectus dated February 2, 2023 against the actual use of net proceeds as at September 30, 2023 is as follows:

Description	Estimated Amount ($)	Expended Amount ($)
Exploration expenditures related to Juanicipio, the Deer Trail Project and other projects	17,600	5,864⁽¹⁾
Development and sustaining capital expenditures not included in the estimated initial project capital related to Juanicipio	14,200	-
Working capital and general corporate purposes	11,700	5,950 ⁽²⁾
Variance in previously disclosed expected use of proceeds ⁽³⁾	-	16,432
Total	43,500	28,246

(1)

The Company anticipates $11,736 of the remaining proceeds from the offering will be allocated to exploration expenditures, aligned with previously disclosed expectations.

(2)

The Company anticipates $3,518 of the remaining proceeds from the offering will be allocated to working capital and general corporate purposes.

(3)

All proceeds from the offering previously expected to be applied to development and sustaining capital expenditures not included in the estimated initial project capital related to Juanicipio, and $2,232 expected to be applied to working capital and general corporate purposes, were subsequently re-allocated to contribute to the extinguishment of substantial tax and mining duty obligations of Juanicipio in Mexico.

As noted above in ‘Cash Flows’, MAG expended $10,053, net of $3,609 flow-through eligible expenditures at the Larder Project (year ended December 31, 2022: $14,671), on its exploration and evaluation properties (excluding Juanicipio’s exploration expenditures as directly funded by Juanicipio) in the nine months ended September 30, 2023, corresponding to the exploration expenditures in the first category in the tables above (November 2021 bought deal: nil remaining; February 2023 bought deal: $11,736 remaining), and MAG used $6,232 (year ended December 31, 2022: $8,718) during the nine months ended September 30, 2023 for operations corresponding to the working capital and general corporate purposes above.

In March 2023, MAG advanced $24,992 (December 2022: $8,140) to Juanicipio and estimates that the full amount was used to extinguish substantial tax and mining duty obligations not included in the initial project capital, constituting a re-allocation in the initially anticipated use of funds of $14,200 and $2,232 previously disclosed in the second category (November 2021 bought deal: nil remaining; February 2023 bought deal: nil remaining) and third category (November 2021 bought deal: nil remaining; February 2023 bought deal: $3,518 remaining) respectively, of the foregoing tables. Given the variances mentioned above, the Company does not expect any adverse impact on its ability to achieve its the business objectives and milestones.

Additionally, the Company closed a $17,133 (C$23,024) bought deal private placement on February 16, 2023 and issued 969,450 Flow-Through Shares, including 126,450 Flow-Through Shares issued upon the full exercise of a 15% over-allotment option at a price of $17.67 (C$23.75) per Flow-Through Share. Total proceeds are intended for the Larder Project, whereby plans are being executed and finalized for exploration programs in 2023 and 2024. As at September 30, 2023, the Company incurred $3,609 of eligible spend at the Larder Project ($13,524 remaining).

Other than as set forth above, it is expected that the full use of proceeds from each of the above noted offerings, once expended, will align with the above estimates, and the actuals will be reported in future MD&A, however, there can be no assurances the above objectives will be completed as circumstances may change and a reallocation of the funds may be necessary in order for the Company to achieve its stated business objectives.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

14.

CONTRACTUAL OBLIGATIONS

The following table discloses the contractual obligations of MAG and its subsidiaries as at September 30, 2023 for committed exploration work and other committed obligations.

	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
	$		$		$		$		$

Minera Juanicipio ^(1)&(2)		-		-		-		-		-

Consulting contract commitments		471		294		177	$	-		-
Total Obligations and Commitments ⁽³⁾		471		294		177		-		-

¹⁾

Although MAG Silver makes cash advances to Juanicipio as cash is called by the operator Fresnillo (based on approved Juanicipio budgets), they are not contractual obligations. MAG intends, however, to continue to fund its share of cash calls and avoid dilution of its ownership interest in Juanicipio.

²⁾

According to the operator, Fresnillo, as at September 30, 2023, contractual commitments including project development and for continuing operations and purchase orders issued for project capital, sustaining capital, and continuing operations total $17,833 (December 31, 2022: $47,809) with respect to Juanicipio, both on a 100% basis.

³⁾

The Company also has discretionary commitments for property option payments and exploration expenditures as outlined in Note 7 ‘Exploration and Evaluation Assets’ of the Company’s unaudited condensed interim consolidated financial statements as at September 30, 2023. There is no obligation to make any of those payments or to conduct any work on its optioned properties. As the Company advances them, it evaluates exploration results and determines at its own discretion which option payments to make and which additional exploration work to undertake in order to comply with the funding requirements.

Other than as disclosed above, there were no material changes in the specified contractual obligations of the Company during the nine months ended September 30, 2023.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

15.

SHARE CAPITAL INFORMATION

MAG Silver’s authorized capital consists of an unlimited number of common shares without par value. As at November 9, 2023, the following common shares, stock options, replacement stock options and warrants, RSUs, PSUs and DSUs were outstanding:

	Number of shares	Exercise Price (in Canadian dollars) or Conversion Ratio	Remaining Life

Common shares	102,948,613	n/a	n/a
Stock options	1,208,376	C$13.46 – C$23.53	0.4 to 4.3 years
Replacement stock options	27,046	C$21.40 – C$26.41	0.1 to 0.7 years
Performance Share Units (“PSUs”) ⁽¹⁾	323,986	1:1⁽¹⁾	0.4 to 4.6 years
Restricted Share Units(“RSUs”)	114,102	1:1	0.4 to 4.3 years
Deferred Share Units (“DSUs”) ⁽²⁾	477,518	1:1	n/a ⁽²⁾
Fully Diluted	105,099,641

⁽¹⁾ Includes 76,914 PSU grants where vesting is subject to a market price performance factor, each measured over a three-year performance period which will result in a PSU vesting range from 19,459 PSUs to 136,805 PSUs.

⁽²⁾ To be share settled, but no common shares are to be issued in respect of a participant in MAG’s deferred share unit plan prior to such eligible participant’s termination date.

16.

OTHER ITEMS

The Company is not aware of any undisclosed liabilities or legal actions against MAG and MAG has no legal actions or cause against any third party at this time other than the claims of the Company with respect to its purchase of 41 land rights within the Cinco de Mayo property boundaries, and the associated efforts to regain surface access with the local community, or “local ejido”.

The Company is not aware of any condition of default under any debt, regulatory, exchange related or other contractual obligation.

Cyber Security

The Company’s operations depend, in part, on the efficient operation and management of the Company’s information technology and operational systems in a secure manner that minimizes cyber risks. A breach of the Company’s systems could have a material adverse impact on the Company, its operations and reputation.

There has been an increase in cyber security incidents globally over the past several years and this trend is expected to continue and intensify as global reliance on technology continues to increase. The Company has programs and strategies in place that are designed to mitigate the risk of cyber-attacks and to allow the Company to recover from cyber security incidents as rapidly as possible should one occur. The Company monitors, assesses and works to improve the effectiveness of its technology programs and strategies, taking into account best industry practices. The Company has not experienced any material information security breach in the last three years, nor has it experienced any known material losses relating to cyber-attacks or other data/information security since its inception.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

The Company has policies and programs in place to manage cyber risks. Such programs focus primarily on the following:

protecting the Company’s assets from cyber-attacks and safeguarding sensitive information;

improving cyber security protection, detection, incident response and recovery capabilities to minimize impact of adverse cyber events;

adopting practices to reduce third-party cyber security risks;

ongoing cyber security awareness in the workforce and the annual distribution of an information technology security policy;

quarterly briefings by senior management of the Company to the Audit Committee on information security matters; and

embedding security by design across the Company to proactively assess and manage cyber risk.

The above policies and programs are subject to oversight by the Company’s management team and Board. The Audit Committee, which is comprised entirely of independent directors, has been tasked with assisting the Board in fulfilling its oversight responsibilities with regard to information security.

There is no assurance that the Company’s policies and programs will be sufficient to eliminate the risk of cyber-attack nor to protect the Company’s assets or operations.

17.

TREND INFORMATION

As both the price and market for silver are volatile and difficult to predict, a significant decrease in the silver price and to a lesser extent gold, zinc and lead prices, could have a material adverse impact on the Company’s operations and market value.

The Company is exposed to global and localized inflation which continues to be impacted by the ongoing Russia-Ukraine conflict, supply chain disruptions and rising interest rates.

The nature of MAG’s business is demanding of capital for property acquisition costs, exploration commitments, development and holding costs. MAG Silver’s liquidity is affected by the results of its own acquisition, exploration and advancement of mineral projects activities. The acquisition or discovery of an economic mineral deposit on one of its mineral property interests may have a favourable effect on the Company’s liquidity, and conversely, the failure to acquire or find one may have a negative effect. In addition, access to capital to fund exploration and development companies is at times challenging in public markets, which could limit the Company’s ability to meet its objectives.

Obtaining exploration permits in all the jurisdictions in which the Company operates, often encounter tribal, First Nations, and other forms of community resistance. Likewise, surface rights in Mexico are often owned by local communities or “ejidos” and there has been a trend in Mexico of increasing ejido challenges to existing surface right usage agreements. The Company has already been impacted by this trend at its Cinco de Mayo project. Any further challenge to the access or exploration of any of the properties in which MAG has an interest may have a negative impact on the Company, as the Company may incur delays and expenses in defending such challenge and, if the challenge is successful, the Company’s interest in a property could be materially adversely affected.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

On March 28, 2023, a legislative initiative aimed at amending multiple legal codes, inclusive of the Mexican Federal Mining Law (the “Federal Mining Law”), was presented to the Mexican Congress by the President of Mexico. The proposed amendments pertain to, among other matters, granting of future mining permits and transfer of permits, shortening concession life, granting of future water permits, mine reclamation, profit-sharing requirements to distribute at least 7% of profits to local indigenous communities and management of mine waste. This initiative underwent a series of reviews and modifications, culminating in preliminary approval by the lower house of Congress, the Chamber of Deputies, on April 20, 2023. On April 29, 2023, the Mexican Senate approved the legislation. The amendments were approved by Mexico’s Federal Executive Branch and published in the Official Gazette of the Mexican Federation on May 8, 2023 bringing the amendments into law on May 9, 2023. The Company is conducting a thorough review and evaluation of potential implications specifically concerning our 44% interest in Juanicipio, including the treatment of concessions issued under previous legislation. Numerous legal challenges to the legality and constitutionality of several aspects of these changes have been filed with various Mexican courts and are pending adjudication. Juanicipio is committed to monitoring these judicial proceedings with the utmost attention.

Apart from these and the risks referenced below in “Risks and Uncertainties,” management is not aware of any other trends, demands, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

18.

RISKS AND UNCERTAINTIES

The Company’s securities should be considered a highly speculative investment and investors are directed to carefully consider all of the information disclosed in the Company’s Canadian and U.S. regulatory filings prior to making an investment in the Company, including the risk factors discussed under the heading “Risk Factors” in the Company’s most recent Annual Information Form dated March 27, 2023 available on SEDAR+ at www.sedarplus.ca and incorporated by reference herein.

The Credit Facility includes certain customary restrictive covenants. The Company does not currently anticipate any significant risk in complying with the financial ratios or financial covenants contained in the Credit Facility. However, if the current facts and circumstances faced by the Company were to change due to unexpected operational issues or due to other factors beyond the Company’s control, such changes could result in the Company being subject to certain restrictions under, or being found in default of, the Credit Facility. Future exploration work and development of the properties in which the Company has an interest may depend upon the Company’s ability repatriate capital from its interest in the Juanicipio Mine, obtain financing through joint venturing of projects, raise additional debt or equity finance, maintain the Credit Facility or raise financing though other means. Failure to access to such financing on a timely basis may have an adverse impact on the business of the Company.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

In addition, the Company is exposed to a variety of financial instrument-related risks in the normal course of operations. The Company’s financial instruments include cash, accounts receivable, investments, trade and other payables and a lease obligation. A discussion with respect to the fair value of such instruments is included in Note 12 of the unaudited condensed interim consolidated financial statements of the Company as at September 30, 2023. The Company examines the various financial instrument related risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include market risk, credit risk, liquidity risk, currency risk and interest rate risk. Management’s objectives, policies and procedures for managing these risks are disclosed in Note 11 of the unaudited condensed interim consolidated financial statements of the Company as at September 30, 2023.

19.

OFF-BALANCE SHEET ARRANGEMENTS

MAG has no off-balance sheet arrangements.

20.

RELATED PARTY TRANSACTIONS

During the three and nine months ended September 30, 2023 and September 30, 2022, the Company incurred expenses with Cascabel and IMDEX as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
		$		$		$		$

Fees related to Dr. Megaw:
Exploration and marketing services		53		105		190		237
Travel and expenses		5		15		34		30
Other fees to Cascabel and IMDEX:
Administration for Mexican subsidiaries		11		13		38		40
Field exploration services		40		38		118		126
Share-based payments (non-cash)		121		115		356		325
		230		286		737		758

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Any amounts due to related parties arising from the above transactions are unsecured, non-interest bearing and are due upon receipt of invoices.

The details of the Company’s significant subsidiary and controlling ownership interests are as follows:

Name	Country of Incorporation	Principal	MAG's effective interest
Name	Country of Incorporation	Asset	2023 (%)	2022 (%)
Minera Los Lagartos, S.A. de C.V.	Mexico	Juanicipio (44%)	100%	100%

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this section.

As at September 30, 2023, Fresnillo and the Company have advanced $253,027 as shareholder loans (MAG’s 44% share $111,328) to Juanicipio, bearing interest at 1 and 6 month SOFR + 2%. From January 2022, with the mine being brought into commercial production, a portion of the interest incurred by Juanicipio was expensed whereas the remainder, pertaining to the processing facility, continued to be capitalized. Capitalized interest net of recontributions in 2022 of $1,336 was applied to MAG’s Investment in Juanicipio account reducing its balance as an eliminating related party entry. From January 2023 with the commencement of commissioning of the processing facility at Juanicipio, all of the interest is expensed. Interest recorded by Juanicipio for the nine months ended September 30, 2023 totalling $6,122 (year ended December 31, 2022: $1,058) has therefore been included in MAG’s income from its equity accounted Investment in Juanicipio.

During the three and nine months ended September 30, 2023 and September 30, 2022, compensation of key management personnel (including directors) was as follows:

			Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
		$		$		$		$
Salaries and other short term employee benefits		376		389		1,581		1,217
Severance paid to a former executive		-		-		-		382
Share-based payments (non-cash)		605		571		1,963		1,174
		981		960		3,544		2,773

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and consists of its Directors, the Chief Executive Officer (the “CEO”), the CFO and the Chief Sustainability Officer.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

21.

CRITICAL ACCOUNTING JUDGMENTS, SIGNIFICANT ESTIMATES AND ASSUMPTIONS

(a)

Significant judgments

In preparing the unaudited condensed interim consolidated financial statements of the Company as at September 30, 2023, the Company made judgments when applying its accounting policies. The judgments that have the most significant effect on the amounts recognized in the unaudited condensed interim consolidated financial statements of the Company as at September 30, 2023, have been set out in Note 5 of the audited consolidated financial statements for the year ended December 31, 2022, except as noted herein.

Declaration of commercial production at Juanicipio

With the declaration of commercial production, Juanicipio began depreciating all assets related to processing and associated facilities, in addition, the Company commenced depreciating exploration expenditures at Juanicipio that were capitalized in accordance with the Company’s accounting policies as well as project oversight expenditures incurred by MAG.

(b)

Significant estimates

The preparation of the unaudited condensed interim consolidated financial statements of the Company as at September 30, 2023 in conformity with IFRS required management to make estimates and assumptions that affected the amounts reported and disclosed. These estimates were based on management’s knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. Information about assumptions and other sources of estimating uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next 12 months have been set out in Note 5 of the audited consolidated financial statements for the year ended December 31, 2022.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

22.

CHANGES IN ACCOUNTING STANDARDS

The accounting policies applied in the preparation of the unaudited condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2023 are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2022.

23.

CONTROLS AND PROCEDURES

The Company has filed certificates signed by the CEO and the CFO that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting as at September 30, 2023.

Disclosure Controls and Procedures

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate and recorded, processed, summarized and reported to allow timely decisions with respect to required disclosure, including in its annual filings, interim filings or other reports filed or submitted by it under securities legislation.

Internal Control Over Financial Reporting

MAG Silver also maintains a system of internal controls over financial reporting, as defined by National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable and in accordance with IFRS. The Company retains a third-party specialist annually to assist in the assessment of its internal control procedures. The board of directors (the “Board”) approves the financial statements and MD&A before they are publicly filed and ensures that management discharges its financial responsibilities. The unaudited condensed interim consolidated financial statements and MD&A for the three and nine months ended September 30, 2023 were approved by the Board on November 9, 2023. The Board’s review is accomplished principally through the Audit Committee, which is composed of independent non-executive directors. The Audit Committee meets periodically with management and auditors to review financial reporting and control matters.

The Company’s management, including the CEO and CFO, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have 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. Therefore, even those systems determined to be effective can provide only reasonable (not absolute) assurance that the objectives of the control system are met and as such, misstatements due to error or fraud may occur and not be detected. The CEO and CFO have designed the Company’s internal control over financial reporting as of September 30, 2023 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

There have been no changes in internal controls over financial reporting during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, MAG’s internal control over financial reporting.

24.

ADDITIONAL INFORMATION

Additional information on the Company, including the Company’s most recent Annual Information Form dated March 27, 2023 is available for viewing under MAG’s profile on the SEDAR+ at www.sedarplus.ca and on SEC’s EDGAR website at www.sec.gov.

25.

CAUTIONARY STATEMENTS

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this MD&A, including any information relating to MAG’s future oriented financial information, are “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation (collectively herein referred as “forward-looking statements”), including the “safe harbour” provisions of provincial securities legislation, the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended and Section 27A of the U.S. Securities Act. Such forward-looking statements include, but are not limited to:

statements that address achieving the nameplate 4,000 tpd milling rate at Juanicipio;

statements that address our expectations regarding exploration and drilling;

statements regarding production expectations and nameplate;

statements regarding the expected use of the Credit Facility;

statements regarding the additional information from future drill programs;

estimated project economics, including but not limited to, plant or mill recoveries, payable metals produced, underground mining rates;

the estimation of Mineral Resources;

estimated future exploration and development operations and corresponding expenditures and other expenses for specific operations;

the anticipated impact on the Company’s business and operations from the re-allocation of proceeds received from the Company’s recent public offerings;

expectations and estimates regarding use of proceeds;

the expected capital, sustaining capital and working capital requirements at Juanicipio, including the potential for additional cash calls;

production rates, payback time, capital and operating and other costs, internal rate of return, anticipated life of mine, and mine plan;

mining methodology expectations;

distinctly different mineralization styles expectations;

expected upside from additional exploration;

expected results from Deer Trail Project Phase 3 drilling;

expected capital requirements and sources of funding;

statements regarding legal challenges to the amended Federal Mining Law;

statements regarding the 2022 Sustainability Report, including the contents therein; and

other future events or developments.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

When used in this MD&A, any statements that express or involve discussions with respect to predictions, beliefs, plans, projections, objectives, assumptions or future events of performance (often but not always using words or phrases such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “strategy”, “goals”, “objectives”, “project”, “potential” or variations thereof or stating that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions), as they relate to the Company or management, are intended to identify forward-looking statements. Such statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions.

Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, regarding future business decisions, are subject to change. Assumptions underlying the Company’s expectations regarding forward-looking statements contained in this MD&A include, among others: MAG’s ability to carry on its various exploration and development activities including project development timelines, the timely receipt of required approvals and permits, the price of the minerals produced, the costs of operating, exploration and development expenditures, the impact on operations of the Mexican tax regime and proposed amendments to applicable Mexican legislation, including the Federal Mining Law, MAG’s ability to obtain adequate financing, and outbreaks or threat of an outbreak of a virus or other contagions or epidemic disease will be adequately responded to locally, nationally, regionally and internationally.

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. These forward-looking statements involve known and unknown risks, uncertainties and many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements including amongst others: commodities prices; changes in expected mineral production performance; unexpected increases in capital costs or cost overruns; exploitation and exploration results; continued availability of capital and financing; general economic, market or business conditions; risks relating to the Company’s business operations; risks relating to the financing of the Company’s business operations; risks related to the Company’s ability to comply with restrictive covenants and maintain financial covenants pursuant to the terms of the Credit Facility; the expected use of the Credit Facility; risks relating to the development of Juanicipio and the minority interest investment in the same; risks relating to the Company’s property titles; risks related to receipt of required regulatory approvals; pandemic risks; supply chain constraints and general costs escalation in the current inflationary environment heightened by the invasion of Ukraine by Russia and the events relating to the Israel-Hamas war; risks relating to the Company’s financial and other instruments; operational risk; environmental risk; political risk; currency risk; market risk; capital cost inflation risk; risk relating to construction delays; the risk that data is incomplete or inaccurate; the risks relating to the limitations and assumptions within drilling, engineering and socio-economic studies relied upon in preparing economic assessments and estimates, including the 2017 PEA; as well as those risks more particularly described under the heading “Risk Factors” in the Company’s Annual Information Form dated March 27, 2023 available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and nine months ended September 30, 2023

(expressed in thousands of US dollars except as otherwise noted)

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and, other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

Cautionary Note for United States Investors

Unless otherwise indicated, technical disclosure regarding the Company’s properties included or incorporated by reference herein, including all Mineral Resource estimates contained in such technical disclosure has been prepared in accordance with the requirements of 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 (the “CIM Definition Standards”). NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the disclosure requirements of the SEC under subpart 1300 of Regulation S-K (the “SEC Modernization Rules”). The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, information contained in this MD&A, or the documents incorporated by reference herein, may differ significantly from the information that would be disclosed had the Company prepared the Mineral Resource estimates under the standards adopted under the SEC Modernization Rules.

Cautionary Note to Investors Concerning Estimates of Mineral Resources

Investors are cautioned not to assume that any part, or all, of the mineral deposits categorized as “Inferred Mineral Resources” or “Indicated Mineral Resources” will ever be converted into Mineral Reserves. “Inferred Mineral Resources” are Mineral Resources for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. “Inferred Mineral Resources” are based on limited information and have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility, although it is reasonably expected that the majority of “Inferred Mineral Resources” could be upgraded to “Indicated Mineral Resources” with continued exploration.

Under Canadian rules, estimates of Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them to enable them to be categorized as Mineral Resources and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a Preliminary Economic Assessment as defined under NI 43-101. Indicated and Inferred Mineral Resources that are not Mineral Resources do not have demonstrated economic viability.

Exhibit 99.3

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, George Paspalas, President and Chief Executive Officer of MAG Silver Corp., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of MAG Silver Corp. (the “issuer”) for the interim period ended September 30, 2023.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 10, 2023

/s/ George Paspalas
George Paspalas
President and Chief Executive Officer

Exhibit 99.4

Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Fausto Di Trapani, Chief Financial Officer of MAG Silver Corp., certify the following:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date: November 10, 2023

/s/ Fausto Di Trapani
Fausto Di Trapani
Chief Financial Officer

MAG Silver (AMEX:MAG)
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MAG Silver (AMEX:MAG)
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