Mexican Silver Mines Ltd.
TSX VENTURE : MSM
FRANKFURT : MS2

Mexican Silver Mines Ltd.

April 06, 2009 09:30 ET

Corporate Update: Business Combination of Mexican Silver Mines Ltd. and Rio Alto Mining Limited

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 6, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mexican Silver Mines Ltd. ("Mexican Silver") (TSX VENTURE:MSM)(FRANKFURT:MS2)(WKN:A0MSLE) is pleased to provide additional information about its previously announced proposed business combination (the "Transaction") with Rio Alto Mining Limited ("Rio Alto"). Please refer to Mexican Silver's news release dated March 10, 2009 for additional information regarding the Transaction.

Conditional Acceptance by the TSX Venture Exchange

Conditional acceptance for the Transaction was received from the TSX Venture Exchange on March 18, 2009. The material conditions for the acceptance of the Transaction by the TSX Venture Exchange are the following:

- Completion of a minimum C$3 million private placement (the "Private Placement") of Rio Alto common shares at a price of C$0.20.

- Approval by each of the Mexican Silver and Rio Alto boards of directors.

- Execution of a definitive agreement (the "Agreement") providing for the Transaction.

Definitive Agreement

Mexican Silver and Rio Alto are each conducting technical, legal and financial due diligence and anticipate no delays in negotiating and executing the Agreement.

Board of Directors and Executive Officers

Mexican Silver and Rio Alto have agreed that, concurrent with the completion of the Transaction, three current members of Mexican Silver's Board of Directors will resign and will be replaced with two nominees of Rio Alto, namely Alex Black and Anthony Hawkshaw, and one nominee named jointly by Mexican Silver and Rio Alto, namely Dr. Klaus Zeitler. In addition, Anthony Hawkshaw will replace Brian Farrell as Mexican Silver's Chief Financial Offer and Alex Black will be named as Mexican Silver's Chief Operating Officer. Feisal Somji will continue to serve as Mexican Silver's Chief Executive Officer and President. Other senior officers of Mexican Silver will continue with Mexican Silver in their current capacities.

The objective of these changes is to provide strong and experienced oversight for the transition of Mexican Silver's principal focus from exploring for silver in Mexico to developing Rio Alto's La Arena gold-copper project in Peru.

It is anticipated that Dr. Zeitler will be the Non-Executive Chairman of the Board of Directors of Mexican Silver following completion of the Transaction. Dr. Zeitler received his professional education at Karlsruhe University from 1959 to 1966 and obtained a PHD in economic planning. Dr. Zeitler is a member of the Canadian Institute of Mining and Metallurgy and the Prospectors and Developers Association. Dr. Zeitler financed, built and managed base metal and gold mines throughout the world (Europe, Africa, North America, South America, and Pacific Region) with a total investment value of $4 billion. Dr. Zeitler was a managing director of Metallgeschaft AG, a German metals conglomerate and in 1986 founded and was a director and CEO of Metall Mining, later Inmet, a Toronto Stock Exchange listed company with assets of over $1 billion and base metal and gold mines in different parts of the world. After having been a director of Teck and Cominco for many years, Dr. Zeitler joined Teck in 1997 as Senior Vice President and had responsibilities for the exploration and development of mines in Peru, Mexico and the USA. Since his retirement from Teck Cominco in 2002, and in addition to being President and a director of Amerigo Resources Limited, Dr. Zeitler has been actively involved as a director in various junior base and precious metal companies.

Alex Black lives in Lima, Peru and has 28 years experience in the mining industry. Mr. Black holds a BSc in Mining Engineering from the University of South Australia and is a member of the Australasian Institute of Mining and Metallurgy. Prior to moving to Peru in 2000, Mr. Black was the founder and Managing Director of international mining consulting services group Global Mining Services from 1994 to 2000. In 1996, Mr. Black also founded and was Chairman of OFEX listed AGR Limited with exploration projects in Ghana and Mongolia. In 2002, Mr. Black took control of Chariot Resources Limited as a listed TSXV shell and played a key role in the acquisition of the Marcona Copper Project and formation of the Korean joint venture with Chariot Resources. Upon his resignation as Chairman & Executive VP of Chariot Resources in 2006, Mr. Black returned to Peru and founded Peruvian registered Rio Alto S.A.C. Since then Mr. Black has focused on acquiring advanced resource development projects for Rio Alto. Mr. Black is presently the Chief Executive Officer, President and a director of Rio Alto.

Anthony Hawkshaw is a Chartered Accountant and holds a Bachelor Degree in Business Management from the Ryerson University in Toronto. From 2005 to 2007, Mr. Hawkshaw was the CFO of Grove Energy Limited, a London and Toronto listed oil and gas development company. In 2004, Mr. Hawkshaw was the CFO of Chariot Resources Limited for a period of 12 months. Prior to Chariot, Mr. Hawkshaw was CFO of Pan American Silver Corp. from 1995 to 2003. With more than 25 years experience in the mining industry in countries including Canada, the United States, Mexico, Russia and Peru, Mr. Hawkshaw has extensive experience in the marketing of metals in refined and concentrate form throughout the world and in metals trading. He has arranged numerous debt, equity and convertible debt financings with institutional investors, commercial banks and multilateral lending agencies. Currently, Mr. Hawkshaw is the Chief Financial Officer and a director Rio Alto and a director of the TSX Venture listed Statesman Resources.

Rio Alto

Rio Alto was formed to earn into and eventually acquire the La Arena gold-copper project ("La Arena Project" or the "Project") in Peru from IAMGold Quebec Management Inc. ("IAMGold"), a subsidiary of IAMGold Corporation, and to further explore and develop the Project.

Pursuant to an option agreement ("La Arena Agreement") dated September 15, 2008 entered into between Rio Alto and IAMGold, Rio Alto may earn up to a 38.7% interest in La Arena Project by incurring US$30 million on La Arena Project during the Option Period (as defined below). The remaining 61.3% of La Arena Project may be acquired by Rio Alto by its acquisition of the shares of La Arena S.A., a subsidiary of IAMGold and the registered and beneficial owner of all of the shares of La Arena S.A., for cash payments, including an initial US$1 million option payment, to IAMGold totalling US$48.55 million over a two-year (extendable under certain conditions to three years) period (the "Option Period") commencing on the date on which the initial US$1 million option payment is made to IAMGold. Also, pursuant to La Arena Agreement, IAMGold is entitled to receive that number of Rio Alto shares equal to 5.5% of number of Rio Alto shares outstanding on a diluted basis until such time as Rio Alto has acquired a 100% interest in La Arena Project. La Arena Agreement will be superceded by a definitive agreement (the "Definitive Agreement") concurrent with the payment of initial US$1 million option payment.

La Arena Project

La Arena Project consists of 20,673 hectares in 44 concessions located 480 km north-northwest of Lima, the capital of Peru, and approximately 18 km from Huamachuco, a town of approximately 20,000 people. It is situated on the eastern slope of the Western Cordillera, close to the Continental Divide at an average altitude of 3,400 metres above sea level.

The Project lies within a multi-million ounce gold district that includes the Lagunas Norte mine (Barrick Gold Corporation) located at Alto-Chicama, the Comarsa mine (Compania Minera Aurifera Santa Rosa S.A.), the La Virgen mine (Compania Minera San Simon S.A.), the Shahuindo gold-silver exploration project (Sulliden Exploration Inc.) and the Tres Cruces gold exploration project (New Oroperu Resources Inc.).

The Lagunas Norte mine produced 1.1 million ounces of gold in 2007 at total cash costs of $105 per ounce. Proven and probable mineral reserves at Lagunas Norte, as of December 31, 2007, were estimated at 8.8 million ounces of gold. This information is taken from information reported on the Barrick Gold Corporation's website.

The Project can be accessed via a 160 km national roadway from the coastal city of Trujillo directly east towards Huamachuco, passing through Chiran, Shorey/Quiruvilca and the Alto Chicama project (owned by Barrick Gold Corporation). The road from Alto Chicama to the Project site has recently been paved. An air strip that accommodates small airplanes is also present at Huamachuco.

The current infrastructure on the Project site includes an exploration camp and access tracks. All future mining, processing and support activities are expected to take place at the La Arena Project site with the exception of a small office which will be located on the coast at Salaverry to provide a procurement service for the operation.

The nearest power supply to the Project site is the Trujillo Norte - Alto Chicama 138kV transmission line approximately 18 km from the La Arena Project. The concessionaire of the transmission line is Compania Transmisora Andina S.A. who is obligated under Peruvian law to allow third parties the use of its electrical facilities and systems. In this event such third parties must pay to the concessionaires (i) a compensation for the use of said facilities; and (ii) bear the costs of any improvement or upgrade required in the transmission lines as a result of its usage. Rio Alto has recently engaged in discussions with Compania Transmisora Andina S.A to secure power for La Arena Project.

There are no formal water supply schemes in La Arena Project area. Water for the project is abundant and will be extracted from groundwater, adjacent water courses and through recycling and reuse of water wherever reasonably practicable.

There are numerous potential locations for waste dumps and dump leach pads, processing plant and other infrastructure, which will be subject to further studies commencing post merger.

As the planned first phase development of La Arena Project currently stands it is estimated that approximately 600 hectares of surface lands will be required in total for the gold oxide dump leach project described below. Approximately 400 hectares of these surface rights have been acquired by La Arena S.A. to date, leaving a balance of approximately 200 hectares to be acquired. A surface rights acquisition program carried out by La Arena S.A. has been well planned and will be continued after the combination of Mexican Silver and Rio Alto.

La Arena Project - Mineral Resource Estimate and Mineral Reserves Estimate

The mineral resource of La Arena Project is given in the following table. La Arena Project mineral resource estimate is based on 340 diamond core holes (58,805 m), 11 reverse circulation holes (1,186 m) and 60 surface trenches (4,210 m). The deposit has been drilled at a nominal spacing of 50 m in the brecciated sandstone and 65 m in the porphyry. The mineral resource estimate, effective March 31, 2008, is confined within a pit shell in oxide sandstone (copper less than 300 ppm) and another shell for copper-rich mineralization largely in primary and secondary porphyry.



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La Arena Project

Mineral Resource (Effective March 31, 2008)
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Au Cu Ag Au Cu Ag
Tonnes Grade Grade Grade ('000 ('000 ('000
Material Cutoff Category (Mt) (g/t) (%) (g/t) oz) t) oz)
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Oxide 0.15 g/t Au Indicated 58 0.49 0.01 0.09 910 170
Inferred 1.7 0.28 0.01 0.35 15 20
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Secondary 0.1% Cu Indicated 220 0.27 0.36 1900 790
& Primary Inferred 170 0.22 0.32 1200 540
Porphyry
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The total contained metal within the indicated resource category is approximately 2.8 million ounces of gold and 1.7 billion pounds of copper. Within the inferred resource category the contained metal is approximately 1.2 million ounces of gold and 1.2 billion pounds of copper. An average grade of approximately 40 ppm molybdenum is present in the primary and secondary porphyry material of the deposit.

As defined in NI 43-101, the status of La Arena Project, other than for certain items which are less advanced, is pre-feasibility study and sufficient work has been done to enable Rio Alto to determine a mineral reserve. The probable mineral reserves of La Arena Project effective as at March 31, 2008 is given in the following table.



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La Arena Project

Probable Mineral Reserve (Effective March 31, 2008)
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Oxide Ore Secondary Ore Primary Ore
------------ ------------------ ------------------ -------------------
g g g
Ore Type Mt Au/t %Cu Mt Au/t %Cu Mt Au/t %Cu
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All Sectors
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Sediments 29.5 0.62 0.01 0.1 0.34 0.32 0.1 0.45 0.18
Porphyry 4.3 0.49 0.16 13.0 0.36 0.52 127.4 0.30 0.40
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Total 33.9 0.61 0.03 13.1 0.36 0.52 127.5 0.30 0.40
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All Ore
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g 000's lbs
Ore Type Mt Au/t Oz Au %Cu Cu
---------------------------------------------------------
All Sectors
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Sediments 29.7 0.62 586,886 0.21 1,032
Porphyry 144.8 0.30 1,414,689 0.40 1,273,861
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Total 174.4 0.36 2,001,575 0.40 1,274,910
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(i) Rounded numbers may not sum exactly.
(ii) Coffey Mining Pty Ltd. has classified La Arena Project mineral reserve
as a probable mineral reserve.
(iii) The oxide ore includes 30.2 Mt suitable for a gold dump leach
operation plus 3.7 Mt suitable for recovering copper in the copper
plant. Only a small amount of silver is contained in the oxide mineral
reserve and is not reported as it is not material.


This probable mineral reserve has been estimated using the following cut-off grades:

- For oxide ore with copper less than 300 ppm (dump leach feed) 0.2 g/t gold.

- For oxides with copper greater than 300 ppm, secondary and primary sediments and porphyry (mill feed) 0.1% copper.

This probable mineral reserve is based on certain economic parameters which existed as at March 31, 2008, including the development plan for La Arena Project and associated development costs and the market price of gold and copper, which are no longer current. Rio Alto will engage independent engineers, Coffey Mining Pty Ltd. ("Coffey Mining"), to verify Rio Alto's development plan for a gold oxide dump leach mining operation at La Arena Project. This development plan may differ from the plan which served as the basis for the probable mineral reserve estimate of La Arena Project as set out in the table above.

The estimation and classification of the resources and reserves for La Arena Project were prepared by Coffey Mining (Qualified Persons - Linton Kirk, BE (Mining), FAusIMM and Jan de Visser, PhD (Geol), MSC (Geol), MAusIMM), on behalf of Rio Alto and are in accordance with the guidelines set out in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 as prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia ("JORC").

Technical information relating to La Arena Project contained in this news release is derived from, and in some instances is an extract from, the technical report (the "Report") entitled "La Arena Project, Huamachuco District, Peru" dated March 31, 2008 (the "La Arena Report") prepared by Linton Kirk, BE (Mining), FAusIMM, Jan de Visser, PhD (Geol), MSC (Geol), MAusIMM, and Chris Witt, BSc (Met), MAusIMM of Coffey Mining. The Report was prepared in accordance with NI 43-101 and a copy is available under Rio Alto's SEDAR profile at www.sedar.com. An updated version of the technical report in respect of La Arena Project will be filed under Mexican Silver's SEDAR profile at www.sedar.com within the following 45 days.

The resource classification is also consistent with criteria laid out in NI 43-101, Standards of Disclosure for Mineral Projects of December 2005 and the classifications of the Canadian Institute of Mining, Metallurgy and Petroleum Council in November 2004.

The reporting of resource classification under the JORC Code and NI 43-101 systems are essentially identical, the notable difference being the requirement to report inferred mineral resources separate from the totalled measured and indicated mineral resources under NI 43-101.

The estimation and classification of the mineral reserves by Coffey Mining are in accordance with the guidelines set out in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 as prepared by JORC. The reserve classification is also consistent with criteria laid out in NI 43-101 and the classifications adopted by CIM Council in November 2004. The reporting of reserve classification under the JORC Code and NI 43-101 systems are essentially identical.

Initial Work Program

The initial work program to be undertaken on La Arena Project following the completion of the Transaction will consist of Project development studies and associated plant design, the engagement of Coffey Mining to verify Rio Alto's development plan for a gold oxide dump leach mining operation at La Arena Project, the completion and submission of an environmental impact assessment and the commencement of the associated social/community relations program. An initial amount of approximately US$700,000 has been allocated to carry out these activities. This work program will be expanded and accelerated upon the completion of further financings by Mexican Silver, with particular focus on the acquisition of surface rights, plant design and further exploration of the La Arena Project. In addition to these expenditures, an option payment of US$1 million will be made to IAMGold upon execution of the Definitive Agreement. Funds in addition to the proceeds of the Private Placement and Mexican Silver's present working capital will be required to develop La Arena Project. There is no assurance that additional funds will be available on acceptable terms or at all.

La Arena Metallurgy

The mineral resource of La Arena Project comprises an oxide portion containing gold mineralization and a sulphide fraction containing both primary and secondary copper mineralization. It is proposed that the gold bearing oxide material will be processed via a dump leach and, in the future, the copper sulphide ore will be treated via a conventional grinding and flotation circuit.

Oxide

IAMGold completed a Scoping Study in March 2007 on the oxide gold development at La Arena. Three sites for metallurgical sampling were selected, including two samples of sandstone and one sample of brecciated intrusive. The three samples were composited into a single bulk sample and shipped to SGS Lakefield in Santiago, Chile. Four identical composite samples were then generated at crush sizes of -8", -4", -2" and -3/4 inch and loaded into two, 1.2m diameter columns (for the -8" and -4" ore) and two 80cm diameter columns (for the -2" and -3/4" ore). Each column was to be leached for 60 days to allow an evaluation of gold extraction versus size distribution.

After 37 days of leaching, gold extraction was excellent at 92.8% with 1.13 kg/t cyanide and 0.49 kg/t lime consumption for the -3/4 Inch fraction. For the minus 2" column, gold extraction is at 90.9% with cyanide and lime consumption at 1.09 and 0.50. The minus 4" column shows a gold extraction of 80.2% with reagent consumption at 1.02 and 0.17. The minus 8" column, shows a gold extraction of 75.7% with reagent consumption of 0.98 and 0.57 respectively. Cyanide and lime consumption is relatively low compared with many ores.

Sulphide

In November 2006, IAMGold completed a pre-feasibility study for the development of La Arena. Extensive metallurgical testwork was undertaken to assess the mineralogical, comminution and flotation characteristics of the three sulphide mineralisation types. This testwork focused on copper recovery and enabled key process design parameters to be established. In the pre-feasibility study, the copper concentrate was regarded as clean without any major penalty elements.

The pre-feasibility study was based on a crushing and grinding circuit generating an 80% passing 95 microns pulp that was processed via a conventional flotation circuit with rougher, pre-cleaner, regrind and three cleaning stages to produce a copper-gold concentrate grading approximately 28% Cu at 88% recovery. Total gold recovery to the copper concentrate was approximately 40%. The preliminary testwork indicates that it is possible to recover approximately 50% of the gold rejected to the flotation tail with relatively little reagent and residence time requirements.

There is additional testwork to be completed, most importantly further composite and variability testwork to confirm concentrate metal grades and recoveries of copper and gold. Molybdenum recovery to the final concentrate ranged between 35% and 65% even though the final flowsheet development did not focus on molybdenum recovery.

La Arena Exploration Potential

In addition to the La Arena gold oxide and copper / gold porphyry resources, the property includes several prospects that have been defined by a combination of soil geochemistry and exploration diamond drilling (i.e. Cerro Colorado, El Alizar porphyry, Agua Blanca epithermal and porphyry, Pena Colorado and La Florida).

Most exploration over the past 15 years has been focused on the La Arena Project deposit. Additional mineral occurrences and geochemical anomalies have been identified in the wider area of the property, but all have very limited drilling.

Four anomalies have been identified at La Florida in the southern part of the property:

- The Huangacocha gold anomaly in Chimu sandstone has been explored by 10 E-W orientated diamond core holes over a strike extent of 0.5km. The best holes intersected 84m @ 0.6g/t Au (DDH09), 64m @ 1.0g/t Au (DDH13), 26m @ 0.5g/t Au (DDH20), 12m @ 1.0g/t Au (DDH12) and 12m @ 0.2g/t (DDH19). Highest sample grades are 9.1g/t Au (DDH09) and 8.7g/t Au (DDH13). Sludge return grades at 5m intervals were as high as 41.4g/t Au (DDH12). The mineralisation appears to correlate to ENE structural breccia zones of up to 20m wide. Outcrop at Huangacocha ends in terminal moraine to the north.

- The South gold anomaly in breccia and strongly fractured siltstone has been explored by 2 diamond core holes and by 10m spaced channel samples in a 120m road cut. One hole returned 20m @ 0.2g/t Au (DDH01), and the other hole returned a highest assay of 0.39g/t Au. Favourable grades (greater than 1g/t Au) were encountered in the road cut sampling.

- The North gold anomaly in steeply fractured sandstone and minor siltstone has been explored by 2 diamond core holes. The highest sample grade was 0.46g/t Au. The highest grade in surface samples was 0.8g/t Au. Sludge return samples had insignificant Au grades. According to IAMGold the drill direction was sub-optimal.

Agua Blanca is both an epithermal (breccia) and porphyry (dacite) target. Six holes were drilled at the prospect, 3 diamond core holes and 3 reverse circulation holes. The best hole was an RC hole drilled towards the SSW, with 70m @ 0.7g/t Au. Limited sampling of the outcrop has been conducted to date. Arsenic values are high, up to 1.86% As.

Exploration surveys and interpretations completed to date within the La Arena project have largely been planned, executed and supervised by expatriate and national Cambior personnel, supplemented by consultants and contractors for more specialised or technical roles. The data is considered to be of good quality.

Dr. Jan de Visser, Qualified Person, determined that the existing known exploration targets are considered to readily justify further exploration and have the potential to significantly add to the resource inventory of the La Arena Project.

Information contained in this press release was validated and reviewed by Dr. Jan de Visser. Dr. de Visser, who is a member of the Australasian Institute of Mining and Metallurgy and has more than 15 years experience in the estimation of resources in gold-copper deposits, assumes responsibility for the resource estimate for La Arena Project deposit. Dr. de Visser has the appropriate relevant qualifications, experience and independence as defined in the Australasian VALMIN and JORC codes and is a Qualified Person as defined in National Instrument 43-101. Dr. de Visser is a Director and part time employee of Resource Perspectives Pty Ltd. and completed the Report on behalf of Coffey Mining of which he was an employee until December 31, 2007. Linton John Kirk, who is a fellow of the Australasian Institute of Mining and Metallurgy and has more than 30 years relevant mining experience, assumes responsibility for the reserve estimate for the La Arena Project deposit. Mr. Kirk is both a "Competent Person" and a "Qualified Person" with respect to the JORC Code and CIM Standards respectively and is a Qualified Person as defined in National Instrument 43-101. Mr. Kirk is the Chief Mining Engineer for Coffey Mining.

Mexican Silver Mines is a silver focused junior resource company developing three former silver producing properties in north eastern Mexico. To learn more about Mexican Silver Mines, please visit: www.mexicansilvermines.com. Financial information and other information in respect of Mexican Silver can be found at www.sedar.com.

ON BEHALF OF THE BOARD OF MEXICAN SILVER MINES LTD.

Feisal Somji, B.Sc., MBA, President and Chief Executive Officer

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning completion of the Proposed Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by Mexican Silver. Although Mexican Silver believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Mexican Silver can give no assurance that it will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. There are risks also inherent in the nature of the Proposed Transaction, including agreement on a definitive agreement, incorrect assessment of the value of the respective properties of each of Mexican Silver and Rio Alto, and failure to obtain the required security holder, regulatory and other third party approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and Mexican Silver undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.

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