First Majestic Resource Corp.
FRANKFURT : 905910

First Majestic Resource Corp.

March 23, 2006 16:10 ET

First Majestic Resource Corp. Announces $20 Million Bought Special Warrant Offering

TORONTO, ONTARIO--(CCNMatthews - March 23, 2006) -


FIRST MAJESTIC RESOURCE CORP. (TSX VENTURE:FR)(PINK SHEETS:FMJRF)(FRANKFURT:905910) is pleased to announce that it has entered into an agreement with Sprott Securities Inc. pursuant to which Sprott has agreed to purchase 5 million special warrants on an underwritten private placement basis, at a price of $4.00 per special warrant for aggregate proceeds to First Majestic of $20 million. The underwriters have the option to purchase an additional 2,000,000 special warrants at the issue price at any time prior to the closing date for additional gross proceeds of $8.0 million. Each special warrant will entitle the holder to acquire one common share and one-half of one share purchase warrant. Each whole share purchase warrant will be exercisable at a price of $5.00 for a period of 18 months. In the event that First Majestic fails to obtain receipts for a final prospectus within 90 days of the closing date, each special warrant will entitle the holder to acquire 1.04 common shares and 0.52 share purchase warrants. The offering is scheduled to close on or about April 13th, 2006 and is subject to certain conditions including, but not limited to, satisfactory due diligence and the receipt of all necessary approvals including the approval of the TSXV.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

First Majestic is a producing silver company in Mexico and is focused on becoming a mid-tier silver producer through development and acquisition.

FOR FURTHER INFORMATION contact, visit our website at or call our toll free number 1.866.529.2807.


Keith Neumeyer, President

This press release includes certain "Forward-Looking Statements" within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential mineralization and reserves, exploration results and future plans and objectives of First Majestic Resource Corp. are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and the TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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