Exhibit 99.1

How to Obtain Paper Copies of the Proxy Materials Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than June 16, 2023. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes. For Holders with a 15 digit Control Number: For Holders with a 16 digit Control Number: Request materials by calling Toll Free, within North America - 1 - 866 - 962 - 0498 or direct, from Outside of North America - (514) 982 - 8716 and entering your control number as indicated on your Voting Instruction Form or Proxy. To obtain paper copies of the materials after the meeting date, please contact 1 - 866 - 630 - 1399. Request materials by calling Toll Free, within North America - 1 - 877 - 907 - 7643 or direct, from Outside of North America - 1 - 303 - 562 - 9305 (English) or 1 - 303 - 562 - 9306 (French) and entering your control number as indicated on your Voting Instruction Form. To obtain paper copies of the materials after the meeting date, please contact 1 - 866 - 630 - 1399. 01X0IA Fold Fold Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more . Toll Free 1 - 866 - 964 - 0492 www.computershare.com/ noticeandaccess Notice of Availability of Proxy Materials for MAG SILVER CORP. Annual General and Special Meeting Meeting Date and Location : When: June 26, 2023 9:00 am (Pacific Time) Where: Online at https://meetnow.global/MYW6SYQ You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting. The information circular and other relevant materials are available at: https://magsilver.com/investors/annual - general - meeting/ OR www.sedar.com Voting PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE.

To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy. PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING 01X0JA Fold Fold Securityholder Meeting Notice The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found. 1. Election of Directors - Election of Directors 2. Appointment of Auditors - Appointment and Remuneration of Auditor 3. Advisory Vote on Executive Compensation – Voluntary Adoption of “Say on Pay” - Advisory Vote on Executive Compensation – Voluntary Adoption of “Say on Pay” 4. Renewal of Unallocated Entitlements under the Option Plan - Renewal of Unallocated Entitlements under the Option Plan 5. Renewal of Unallocated Entitlements under the Share Unit Plan - Renewal of Unallocated Entitlements under the Share Unit Plan 6. Renewal of Unallocated Entitlements under the DSU Plan - Renewal of Unallocated Entitlements under the DSU Plan Annual Financial statement delivery • No Annual Report (or Annual Financial Statements) is (are) included in this mailing

Exhibit 99.2

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	MAG SILVER CORP.   Suite 770, 800 W. Pender St., Vancouver, BC, Canada V6C 2V6 Tel: 604-630-1399 Fax: 604-681-0894 www.magsilver.com

LETTER TO SHAREHOLDERS

Dear Fellow Shareholders:

The mining industry faced a number of challenges in 2022, including the continued effects of the COVID-19 pandemic, global cost inflation and ongoing global and regional supply constraints. Despite these challenges, 2022 marked a breakthrough year for MAG, with the long-anticipated connection of the Juanicipio plant to the national electrical grid and the commencement of commissioning of what is arguably one of the most promising silver assets globally. Commissioning and ramp up of the plant at Juanicipio is going smoothly, with throughput consistently increasing and the metallurgical performance beginning to align with our expectations. We were very pleased with the shipment of Juanicipio’s first commercial concentrates in March 2023, ushering in the next chapter for Juanicipio as it graduates to a low-cost, Tier-1 silver producer.

Juanicipio (MAG 44%; Fresnillo plc (“Fresnillo”) 56% and Project Operator) is our cornerstone asset. During 2021 and 2022, we achieved several important milestones by processing mineralized material from the Juanicipio underground through Fresnillo's adjacent Fresnillo and Saucito processing plants. These accomplishments have allowed us to:

Despite Juanicipio generating cash from this “side-stream” processing, legislative changes and the associated requirements to internalize contractor workforces, and to bring forward sustaining capital not expected to be required until later in the mine life, continued to strain Juanicipio’s working capital as it awaited the electrical connection. This resulted in the joint venture partners recently contributing approximately US$75 million to Juanicipio (MAG’s share US$33 million) allowing it to continue development underground and purchase productive equipment to comply with the legislative changes. Thanks to our supportive shareholders, MAG was able to raise US$42 million via a short form MJDS prospectus offering, maintaining the Company’s balance sheet integrity and allowing it to remain debt free and in a great position through to the commercial production milestone expected later this year.

While we celebrate the success of Juanicipio ramping up and becoming a mining complex, we remain very enthusiastic in the greenfield potential at Juanicipio and believe there is substantially more exploration potential yet to be discovered, as only 5% of the Juanicipio joint venture property has been explored. We are currently securing exploration permits to test two other upwelling zones that appear similar to Valdecañas.

At the Deer Trail Project in Utah, while still an early-stage exploration project, we are excited about the significant potential of the project. We continued advancing the drill program, which has returned some very encouraging mineralized intercepts in Phase I and Phase II of drilling. Notably, the discovery of the Carissa Zone at Deer Trail continues to support our “hub and spoke” thesis, with follow-up drilling planned for 2023.

MAG also concluded the acquisition of Gatling Exploration Inc. (“Gatling”) in 2022. The integration of Gatling into our management team and business has been seamless, and we are looking forward to exploring more of the Larder Project area within this prolific jurisdiction using some different geological thought processes, aiming to make a high-grade discovery. MAG remains well capitalized with the recently concluded flow-through financing and will be commencing a drilling program at the Larder Project this summer.

MAG Silver Corp.

2023 Management Information Circular

Throughout the year, we maintained focus on caring – one of MAG’s core values – continuing to prioritize the health and safety of our employees, contractors and nearby communities. Our inaugural Sustainability Report was published in 2022, underscoring MAG’s fundamental commitment to transparency with its stakeholders while providing a comprehensive overview of the Company's ESG commitments, practices, and performance.

As we continue to look at Board refreshment, we are very conscious of the skills and experience required as we transition to a producer, whilst maintaining our commitment to gender and other aspects of diversity in candidate selection.

We also take great pride in our talented and experienced leadership team, which we consider one of MAG's greatest assets. With over 200 years of combined experience in the mining industry, our strengthened leadership team is well-equipped to execute our strategy of science-based exploration while maintaining strong oversight of our cornerstone asset, Juanicipio, and extracting the best value for our shareholders and stakeholders alike.

Despite the industry-wide and MAG specific challenges faced in 2022, we remained focused on value creation and advancing key objectives to deliver on our strategy of fostering and growing a portfolio that delivers leading returns for our shareholders. We are encouraged by our progress throughout 2022, and we look forward to reporting further progress in the months and years ahead.

On behalf of our Board of Directors and the entire MAG team, we thank you for your continued support.

Sincerely,

MAG Silver Corp.

2023 Management Information Circular

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of shareholders of MAG Silver Corp. (the “Company” or “MAG”) will be held at 9:00 a.m. (Pacific time) on Monday, June 26, 2023 for the following purposes:

The details of all matters proposed to be put before shareholders at the Meeting are set forth in the management information circular dated May 8, 2023 accompanying this Notice of Meeting (the “Information Circular”). At the Meeting, shareholders will be asked to approve each of the foregoing items.

The Company will hold the Meeting in a virtual only format, via live audiocast. The virtual format provides all shareholders an equal opportunity to attend the Meeting regardless of their geographic location or particular constraints or circumstances they may be facing. At the Meeting, all shareholders in attendance will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in this Information Circular.

The directors of the Company have fixed May 8, 2023 as the record date for the Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment thereof.

MAG Silver Corp.

2023 Management Information Circular

Registered shareholders and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/MYW6SYQ where they can participate, vote, or submit questions during the Meeting’s live audiocast.

If you are a registered shareholder of the Company and are unable to attend the Meeting, please exercise your right to vote by completing and returning the accompanying form of proxy and deposit it with Computershare Investor Services Inc., 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 by 9:00 a.m. (Pacific time) on Thursday, June 22, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair’s discretion without notice.

The Company will use notice-and-access procedures adopted by the Canadian Securities Administrators to deliver this Notice of Meeting and the Information Circular. Shareholders will receive a form of proxy or voting instruction form and the notice-and-access notification with instructions on how to access the Information Circular electronically. The Information Circular will be available on the Company’s website for one full year at https://magsilver.com/investors/annual-general-meeting/, and will also be filed under the Company’s profile on SEDAR at www.sedar.com. Shareholders who wish to receive more information about notice-and-access or to receive paper copies of the Information Circular or other proxy-related materials, including the annual financial statements for the financial year ended December 31, 2022 and the accompanying management’s discussion and analysis, may contact 1-866-630-1399.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia May 8, 2023.

MAG SILVER CORP.

MAG Silver Corp.

2023 Management Information Circular

Table of Contents

MAG Silver Corp.

2023 Management Information Circular

MAG Silver Corp.

2023 Management Information Circular

MAG SILVER CORP. Suite 770, 800 W. Pender St., Vancouver, BC, Canada V6C 2V6 Tel: 604-630-1399 Fax: 604-681-0894 www.magsilver.com

MANAGEMENT INFORMATION CIRCULAR

Dated: May 8, 2023

This Management Information Circular (“Information Circular”) accompanies the Notice (the “Notice of Meeting”) of Annual General and Special Meeting (the “Meeting”) of the shareholders (the “Shareholders”) of MAG Silver Corp. (the “Company” or “MAG”) to be held virtually on Monday, June 26, 2023 (the “Meeting Date”) at the time and for the purposes set out in the accompanying Notice of Meeting. This Information Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting and at any adjournment or postponement of the Meeting.

In this Information Circular, unless otherwise indicated, all dollar amounts “$” are expressed in Canadian dollars. Unless otherwise stated, the information contained in this Information Circular is as of May 8, 2023.

PROXIES AND VOTING RIGHTS

General

The solicitation of proxies is being made on behalf of management. It is expected that solicitations of proxies will be made primarily through the use of the notice-and-access procedures detailed below under the heading “Notice-and-Access”, however, proxies may also be solicited by telephone or other personal contact by directors, officers and employees of the Company without special compensation. The Company may reimburse Shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxies from their principals. The Company has engaged Kingsdale Advisors (“Kingsdale”) as their strategic shareholder advisor and proxy solicitation agent for the meeting. Kingsdale will provide the following services in connection with the Meeting: review and analysis of the Information Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing Shareholder proxies, and the solicitation of proxies including contacting Shareholders by telephone. Shareholders needing assistance completing a form of proxy or voting instruction form should contact Kingsdale toll free in North America at 1-866-481-2532. The estimated cost to the Company of such service is $32,500 plus charges for any telephone calls. The costs of solicitation will be borne by the Company.

Only a Shareholder whose name appears on the certificate(s) representing its shares (a “Registered Shareholder”) or its duly appointed proxy nominee is permitted to vote at the Meeting. A Shareholder is a non-registered shareholder (a “Non-Registered Shareholder”) if its shares are registered in the name of an intermediary, such as an investment dealer, brokerage firm, bank, trust company, trustee, custodian, administrators of self-administered RRSPs, RRIFs, RESPs and similar plans or other nominee, or a clearing agency in which the intermediary participates (each, an “Intermediary”). Accordingly, most Shareholders of the Company are “Non-Registered Shareholders” because the shares they own are not registered in their names but are instead registered in the name of the Intermediary through which they purchased the shares. More particularly, a person is a Non-Registered Shareholder in respect of shares which are held on behalf of that person, but which are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of the shares; or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common shares in the capital of the Company (“Common Shares”) so held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries are prohibited from voting shares held for Non-Registered Shareholders.

MAG Silver Corp.

2023 Management Information Circular

Notice-and-Access

The Company intends to deliver the Notice of Meeting, the Information Circular and the related form of proxy or voting instruction form (collectively, the “Meeting Materials”) to Shareholders using the notice-and-access procedures (“Notice-and-Access”) set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101"). The Company will post the Meeting Materials on its website at https://magsilver.com/investors/annual-general-meeting/¸ where the Meeting Materials will remain for one full year. The Meeting Materials will also be available under the Company’s profile on SEDAR at www.sedar.com.

The Company will continue to arrange delivery of paper copies of this Information Circular and other proxy-related materials to those Registered Shareholders and Non-Registered Shareholders who previously elected to receive paper copies of such materials. All other Shareholders will receive a notice package (the “Notice Package”) which will contain information on how to obtain electronic and paper copies of this Information Circular and other proxy-related materials in advance of the Meeting as well as how to vote.

The Company will not use procedures known as “stratification” in relation to the use of Notice-and-Access, meaning that both Registered Shareholders and Non-Registered Shareholders will be mailed a Notice Package. If the Company or its agent has sent the Notice Package directly to a Non-Registered Shareholder, such Non-Registered Shareholder’s name and address and information about its holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the securities on such Non-Registered Shareholder’s behalf.

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain information about them to the Company are referred to as “NOBOs”, whereas Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about them to the Company are referred to as “OBOs”. In accordance NI 54-101, the Company has elected to send the Notice Package indirectly to the NOBOs and to the OBOs through their Intermediaries, the cost of which will be borne by the Company.

Shareholders who wish to receive more information about Notice-and-Access or to receive paper copies of the Information Circular or other proxy-related materials, including the annual financial statements for the financial year ended December 31, 2022 and the accompanying management’s discussion and analysis, may contact 1-866-630-1399. Requested materials will be sent to the requesting Shareholders at no cost to them within three (3) business days of their request, if such requests are made before the Meeting or any postponement or adjournment thereof.

MAG Silver Corp.

2023 Management Information Circular

How to Vote

The Company will hold the Meeting in a virtual only format, via live audiocast. All shareholders who attend the Meeting will have the opportunity to participate, ask questions and vote in real-time, provided they comply with the applicable procedures set out in this Information Circular.

It is recommended that shareholders or guests log in at least one hour before the meeting begins to allow sufficient time to check in and complete any procedures. The Meeting will begin promptly at 9:00 am (Pacific time) on June 26, 2023, unless it is postponed or adjourned. The latest version of Chrome, Safari, Edge or Firefox will be required to access the Meeting. Internet Explorer is not supported.

MAG Silver Corp.

2023 Management Information Circular

Appointment of Proxies

Registered Shareholders

The persons named in the accompanying form of proxy are nominees of the Company’s management. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for and on the Shareholder’s behalf at the Meeting other than the persons designated as proxyholders in the accompanying form of proxy. To exercise this right, the Shareholder must either:

In either case, to be valid, a proxy must be dated and signed by the Shareholder or by the Shareholder’s attorney authorized in writing. In the case of a corporation, the proxy must be signed by a duly authorized officer of, or attorney for, the corporation.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed, or a notarially certified copy of the power of attorney or other authority, must be delivered to Computershare Investor Services Inc. (“Computershare”), 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by telephone, internet or facsimile (in accordance with the instructions provided in the form of proxy delivered herewith), by 9:00 a.m. (Pacific time) on Thursday, June 22, 2023 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair’s discretion without notice. If a Shareholder who has submitted a proxy attends the Meeting via the audiocast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded.

MAG Silver Corp.

2023 Management Information Circular

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a control number to participate in the online Meeting. To register a proxyholder, Shareholders MUST visit www.computershare.com/magsilver by 9:00 a.m. (Pacific time) on Thursday, June 22, 2023 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a control number via email.

Without a control number, proxyholders will not be able to participate online at the Meeting.

Non-Registered Shareholders

Only Registered Shareholders or duly appointed proxyholders for Registered Shareholders are permitted to vote at the Meeting. Non-Registered Shareholders (whether NOBOs or OBOs) are advised that only proxies from Shareholders of record can be recognized and voted at the Meeting.

The Intermediary holding shares on behalf of a Non-Registered Shareholder is required to forward the Notice Materials Package and relevant voting instruction form to such Non-Registered Shareholder (unless such Non-Registered Shareholder has waived its right to receive the Meeting Materials) and to seek such Non-Registered Shareholder’s instructions as how to vote its shares in respect of each of the matters described in this Information Circular to be voted on at the Meeting. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Common Shares are voted by the Intermediary on their behalf at the Meeting. The instructions for voting will be set out in the form of proxy or voting instruction form provided by the Intermediary. Non-Registered Shareholders should contact their Intermediary and carefully follow the voting instructions provided by such Intermediary. Alternatively, Non-Registered Shareholders who wish to vote their Common Shares at the Meeting may do so by appointing themselves as the proxy nominee by writing their own name in the space provided on the form of proxy or voting instruction form provided to them by the Intermediary and following the Intermediary’s instructions for return of the executed form of proxy or voting instruction form. Shareholders who have appointed someone to vote at the virtual Meeting MUST visit www.computershare.com/magsilver by 9:00 a.m. (Pacific time) on Thursday, June 22, 2023 and provide Computershare with their appointee’s contact information, so that Computershare may provide the proxyholder with a control number via email.

All references to Shareholders in this Information Circular and the accompanying Notice of Meeting and form of proxy are to Shareholders of record unless specifically stated otherwise.

The Company may also use Broadridge Financial Services’ (“Broadridge”) QuickVote™ service to assist Non-Registered Shareholders with voting their shares. Non-Registered Shareholders may be contacted by Kingsdale to conveniently obtain voting instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and then provides appropriate instructions respecting the shares to be represented at the Meeting.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Shareholders who have not appointed themselves may attend the Meeting by clicking “Guest” and completing the online form. Non-Registered Shareholders who do not have a control number will only be able to attend as a guest, which allows them to listen to the Meeting; however, will not be able to vote or submit questions.

To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank, or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to: Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.

MAG Silver Corp.

2023 Management Information Circular

Requests for registration must be labeled as “Legal Proxy” and be received by 9:00 a.m. (Pacific time) on Thursday, June 22, 2023, or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting. You will receive confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/MYW6SYQ during the Meeting. Please note that you are required to register your appointment at www.computershare.com/appointee.

The Company believes that the ability to participate in the Meeting in a meaningful way, including asking questions, is imperative, particularly in light of the decision to hold this year’s Meeting virtually. Registered Shareholders, Non-Registered Shareholders who have duly appointed themselves as proxyholders, and third-party proxyholders accessing the Meeting (other than those who attend as “guests”) will have an opportunity to ask questions at the Meeting in writing by sending a message to the Chair of the Meeting online through the Summit platform. Shareholders will have substantially the same opportunity to ask questions on matters of business before the Meeting as in past years when the annual meeting of shareholders was held in person. Questions properly brought before the Meeting will pertain to the formal business of the Meeting. To ensure fairness for all, the Chair of the Meeting will decide and announce the order of questions to be responded to, and the amount of time allocated to each question. The Chair can edit or reject questions considered inappropriate.

Shareholders needing assistance completing and returning a proxy or voting instruction form may call Kingsdale Advisors toll free at 1-866-481-2532.

Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time before the proxy is exercised:

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

If you are using a control number to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

MAG Silver Corp.

2023 Management Information Circular

Voting and Exercise of Discretion by Proxyholders

A Shareholder may indicate the manner in which the persons named in the accompanying form of proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy on any ballot that may be called for.

If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, it is intended that the proxyholder named by management in the accompanying form of proxy will vote the shares represented by the proxy in favour of each matter identified in the proxy and for the nominees of the Company’s Board (as defined below) for directors and auditor.

The accompanying form of proxy also confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Information Circular, management of the Company is not aware of any such amendments or variations, or any other matters that will be presented for action at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment.

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized capital of the Company consists of an unlimited number of Common Shares. As of the Record Date (as defined herein) and the date hereof, the Company had 102,894,098 Common Shares issued and outstanding.

In accordance with applicable laws, the board of directors of the Company (the “Board”) has provided notice of and fixed the record date as of May 8, 2023 (the “Record Date”) for the purposes of determining Shareholders entitled to receive notice of, and to vote at, the Meeting, and has obtained a list of all persons who are Registered Shareholders at the close of business on the Record Date and the number of Common Shares registered in the name of each Registered Shareholder on that date. Each Registered Shareholder as at the close of business on the Record Date will be entitled to receive notice of the Meeting and will be entitled to one vote at the Meeting for each Common Share registered in his or her name as it appears on the list.

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no Shareholder beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying 10% or more of the voting rights attached to all outstanding voting securities of the Company.

RECEIPT OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

The directors’ report and the consolidated financial statements of the Company for the financial year ended December 31, 2022 and accompanying auditor’s report will be presented at the Meeting and have been previously filed under the Company’s profile on SEDAR at www.sedar.com.

MAG Silver Corp.

2023 Management Information Circular

PARTICULARS OF MATTERS TO BE ACTED UPON

The Board currently consists of eight members. The term of office of each of these directors expires at the Meeting. Management proposes to nominate the eight persons named in the table beginning on page 17 of this Information Circular for election as directors of the Company and to hold office until the next annual general meeting of the Company or until his or her successor is duly elected or appointed, unless the office is earlier vacated in accordance with the Articles of the Company or the Business Corporations Act (British Columbia) or he or she becomes disqualified to act as a director.

Advance Notice of Director Nominations

A notice of meeting and record date was filed on SEDAR on April 13, 2023, being the first public announcement of the date of the Meeting. Pursuant to the Advance Notice Policy of the Company, originally adopted by the Board in 2012 and most recently re-approved on March 24, 2023, notice of any additional director nominations for the Meeting must be received by the Company in the form prescribed in, and in compliance with, the Advance Notice Policy, no later than the close of business on May 17, 2023. A copy of the Company’s Advance Notice Policy may be obtained under the Company’s profile on SEDAR at www.sedar.com and is also available on the Company’s website at www.magsilver.com/corporate/governance.

Majority Voting for Directors

The Board adopted a Majority Voting Policy in 2013, which is reviewed and, if needed, amended on an annual basis. The Majority Voting Policy was last reviewed on March 24, 2023, and no amendments were made. This policy provides that any nominee for election as a director who has more votes withheld than votes for his or her election at the Meeting must immediately tender his or her resignation to the Board following the Meeting. This policy applies only to uncontested elections. The Governance and Nomination Committee of the Board shall consider any resignation tendered pursuant to the policy and within 90 days after the Shareholders’ Meeting, determine whether or not it should be accepted. The Board shall accept the resignation absent exceptional circumstances. The resignation will be effective when accepted by the Board. A director who tenders a resignation pursuant to this policy shall recuse themselves from any meeting of the Board or the Governance and Nomination Committee and not participate in any deliberations on whether to accept such subject director(s) resignation. The Board will disclose its decision via press release as soon as practicable following receipt of the resignation and provide a copy to the Toronto Stock Exchange (the “TSX”). If the Board determines not to accept a resignation, the news release must fully state the reasons for that decision. If a resignation is accepted, the Board may leave the resultant vacancy unfilled until the next annual meeting of the Shareholders, appoint a new director to fill any vacancy created by the resignation or call a special meeting of the Shareholders to consider the election of a nominee. A copy of the Company’s Majority Voting Policy is available on the Company website at www.magsilver.com/corporate/governance, or will be provided to any Shareholder without charge by request to the Corporate Secretary of the Company at Suite 770, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.

The Board recommends a vote FOR each of the nominated directors.

The Board recommends the re-appointment of Deloitte LLP as MAG Silver’s auditor to hold office until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration for the ensuing year.

MAG Silver Corp.

2023 Management Information Circular

A number of mechanisms are in place that strengthen auditor independence, without impeding audit quality and efficiency, including:

The fees paid to the auditor for years ended December 31, 2022 and 2021 are as follows:

The nature of the services provided by Deloitte LLP under each of the categories indicated in the table is described below.

Audit Fees

Audit fees are those incurred for professional services rendered by Deloitte LLP for the audit of the Company’s annual consolidated financial statements, for the quarterly interim reviews of the Company’s unaudited consolidated financial statements, and for services that are normally provided by Deloitte LLP in connection with regulatory filings.

Audit-Related Fees

The fees in 2022 include amounts with respect to the Company’s Canadian Public Accountability Board fees that are remitted by Deloitte LLP on behalf of the Company.

Tax Fees

Tax fees are those incurred for professional services rendered by Deloitte LLP for tax compliance, including the review of tax returns, tax planning and advisory services relating to common forms of domestic and international taxation, continued tax planning and advisory services on potential restructuring and spin-out projects, and services related to the Company’s transfer pricing report.

The Board recommends a vote FOR the appointment of Deloitte LLP The Board conducts an annual advisory vote by its Shareholders on the Company’s executive compensation (commonly referred to as “say on pay”).

MAG Silver Corp.

2023 Management Information Circular

The advisory vote provides Shareholders the opportunity to advise the Board on their view on the Company’s executive compensation programs as presented in the Statement of Executive Compensation of this Information Circular, by voting on the following resolution:

“IT IS RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the board of directors of MAG Silver Corp., the shareholders accept the approach to the executive compensation program as disclosed in the management information circular of MAG Silver Corp., dated May 8, 2023.”

The results of MAG’s “say on pay” vote at the previous three annual general meetings are set out below:

As this is an advisory vote, the results will not be binding on the Board. The Board retains sole authority and remains fully responsible for the Company’s compensation decisions and is not relieved of these responsibilities as a result of the advisory vote by Shareholders. However, the Board believes that it is essential for the Shareholders to be well informed of the Company’s approach to executive compensation and considers this advisory vote to be an important part of the ongoing process of engagement between the Shareholders and the Board.

Following each annual general meeting, all voting results, including the results of the “say on pay” vote, will be publicly filed under the Company’s profile on the SEDAR website (www.sedar.com).

The Board recommends a vote FOR the advisory resolution
to accept our approach to executive compensation

The Board adopted the Company’s second amended and restated stock option plan on May 13, 2014, which plan was amended and restated a third time on May 10, 2017 (the “Option Plan”). On May 8, 2023, the Board approved, among other amendments of a “housekeeping” nature, certain amendments thereto to: (i) remove the provisions governing options granted to U.S. option holders in accordance with the terms of section 422 of the U.S. Internal Revenue Code of 1986, as amended (each such option, an “ISO”), as the Company’s ability to grant ISOs expired March 30, 2017 in accordance with the terms of the Option Plan and no further ISOs remain outstanding; and (ii) align the meaning of the term “insider” with the meaning given to such term in the TSX Company Manual. Pursuant to the terms of the Option Plan, the Company is not required to seek shareholder approval to adopt amendments of such nature. The full text of the Option Plan, marked to illustrate these recent amendments, is attached hereto as Exhibit A. The maximum number of Common Shares available for issuance under the Option Plan is 5% of the Company’s issued and outstanding Common Shares on a non-diluted basis at any time, provided that: (a) the number of Common Shares issued or issuable under all of the Company’s share compensation arrangements (excluding the DSU Plan (as defined herein)), shall not exceed 5% on a non-diluted basis; and (b) the number of Common Shares issued or issuable under all share compensation arrangements (including the DSU Plan) shall not exceed 6% on a non-diluted basis. As at May 8, 2023, there were a total of 3,601,293 Common Shares reserved for issuance under the Option Plan, with 1,222,355 stock options (“Options”) issued and outstanding (with the underlying Common Shares representing approximately 1.19% of Common Shares), leaving an additional 2,378,938 Options available for grant (with the underlying Common Shares representing approximately 2.31% of Common Shares).

MAG Silver Corp.

2023 Management Information Circular

Pursuant to the rules and policies of the TSX, unallocated Options, rights or other entitlements under a TSX-listed issuer’s security-based compensation arrangement that does not have a fixed maximum number of securities issuable (such as the Option Plan) must be approved by a majority of the Company’s directors and shareholders every three years. Shareholders last approved the unallocated Options under the Option Plan at the Company’s annual meeting held in June 2020. If the Shareholders approve the unallocated Options at the Meeting, the Company will next be required to seek similar approval from the Shareholders no later than June 26, 2026.

The resolution to approve the unallocated entitlements under the Option Plan which will be presented at the Meeting and, if approved, adopted with or without variation (the “Option Plan Resolution”) is required to be approved by a majority of the votes cast by Shareholders present or represented by proxy at the Meeting. The text of the Option Plan Resolution is as follows:

“IT IS RESOLVED THAT:

If the Option Plan Resolution is not approved at the Meeting, then after that date, the Company will not have the ability to grant further Options under the Option Plan. Allocated Options will continue to exist unchanged, but the Board will neither be able to grant new Options, nor be able to re-allocate outstanding Options that have been terminated, cancelled or that have expired unexercised.

The Board recommends a vote FOR the Option Plan Resolution

The Board adopted the Company’s amended and restated share unit plan on May 13, 2014, further amending the share unit plan on May 10, 2017 (the “Share Unit Plan”). On May 8, 2023, the Board approved, among other amendments of a “housekeeping” nature, certain amendments thereto to ensure continued compliance with U.S. tax legislation and regulations. Pursuant to the terms of the Share Unit Plan, the Company is not required to seek shareholder approval to adopt amendments of such nature. The full text of the Share Unit Plan, marked to illustrate these recent amendments, is attached hereto as Exhibit B.

The maximum number of Common Shares available for issuance under the Share Unit Plan is 1.5% of the Company’s issued and outstanding Common Shares on a non-diluted basis at any time, provided that: (a) the number of Common Shares issued or issuable under all of the Company’s share compensation arrangements (excluding the DSU Plan), shall not exceed 5% on a non-diluted basis; and (b) the number of Common Shares issued or issuable under all share compensation arrangements (including the DSU Plan) shall not exceed 6% on a non-diluted basis. As at May 8, 2023, there were a total of 1,543,411 Common Shares reserved for issuance under the Share Unit Plan, with 485,394 share units issued and outstanding (with the underlying Common Shares representing approximately 0.47% of Common Shares), leaving an additional 1,058,017 share units available for grant (with the underlying Common Shares representing approximately 1.03% of Common Shares).

MAG Silver Corp.

2023 Management Information Circular

As the Share Unit Plan does not have a fixed maximum number of securities issuable thereunder, it must be approved by a majority of the Company’s directors and shareholders every three years. Shareholders last approved the unallocated share units under the Share Unit Plan at the Company’s annual meeting held in June 2020. If the Shareholders approve the unallocated share units at the Meeting, the Company will next be required to seek similar approval from the Shareholders no later than June 26, 2026.

The resolution to approve the unallocated entitlements under the Share Unit Plan which will be presented at the Meeting and, if approved, adopted with or without variation (the “Share Unit Plan Resolution”) is required to be approved by a majority of the votes cast by Shareholders present or represented by proxy at the Meeting. The text of the Share Unit Plan Resolution is as follows:

“IT IS RESOLVED THAT:

If the Share Unit Plan Resolution is not approved at the Meeting, then after that date, the Company will not have the ability to grant further share units under the Share Unit Plan. Allocated share units will continue to exist unchanged, but the Board will neither be able to grant new share units, nor be able to re-allocate outstanding share units that have been terminated or cancelled.

The Board recommends a vote FOR the Share Unit Plan Resolution

The Board adopted the Company’s second amended and restated deferred share unit plan on May 13, 2014, further amending the plan on May 10, 2017 (the “DSU Plan”). On May 8, 2023, the Board adopted a third amended and restated version of the DSU Plan, which version included amendments of a “housekeeping” nature and amendments designed to clarify the deferred share unit (“DSU”) redemption procedures available to non-U.S. taxpayers. Pursuant to the terms of the DSU Plan, the Company is not required to seek shareholder approval to adopt amendments of such nature. The full text of the DSU Plan, marked to illustrate these recent amendments, is attached hereto as Exhibit C.

The maximum number of Common Shares available for issuance under the DSU Plan is 1% of the Company’s issued and outstanding Common Shares on a non-diluted basis at any time, provided that the number of Common Shares issued or issuable under all share compensation arrangements (including the DSU Plan) shall not exceed 6% on a non-diluted basis. As at May 8, 2023, there were a total of 1,028,941 Common Shares reserved for issuance under the DSU Plan, with 437,126 DSUs issued and outstanding (with the underlying Common Shares representing approximately 0.42% of Common Shares), leaving an additional 591,815 DSUs available for grant (with the underlying Common Shares representing approximately 0.58% of Common Shares).

MAG Silver Corp.

2023 Management Information Circular

As the DSU Plan does not have a fixed maximum number of securities issuable thereunder, it must be approved by a majority of the Company’s directors and shareholders every three years. Shareholders last approved the unallocated DSUs under the DSU Plan at the Company’s annual meeting held in June 2020. If the Shareholders approve the unallocated DSUs at the Meeting, the Company will next be required to seek similar approval from the Shareholders no later than June 26, 2026.

The resolution to approve the unallocated entitlements under the DSU Plan which will be presented at the Meeting and, if approved, adopted with or without variation (the “DSU Plan Resolution”) is required to be approved by a majority of the votes cast by Shareholders present or represented by proxy at the Meeting. The text of the DSU Plan Resolution is as follows:

“IT IS RESOLVED THAT:

If the DSU Plan Resolution is not approved at the Meeting, then after that date, the Company will not have the ability to grant further DSUs under the DSU Plan. Allocated share units will continue to exist unchanged, but the Board will neither be able to grant new share units, nor be able to re-allocate outstanding DSUs that have been terminated or cancelled.

The Board recommends a vote FOR the DSU Plan Resolution

Other Business

Management knows of no other matter to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting and this Information Circular.

MAG Silver Corp.

2023 Management Information Circular

About the Director Nominees

Management proposes to nominate the eight persons named in the table below for election as directors of the Company. The following pages provide relevant information on each of the director nominees.

MAG Silver Corp.

2023 Management Information Circular

Peter D Barnes, Acc.Dir., ICD.D	Independent Director (1)(2)(4)
	Mr. Barnes is Chair of the Board of the Company (the “Board Chair”) and is a Fellow of the Chartered Professional Accountants of British Columbia. Mr. Barnes co-founded Wheaton Precious Metals (formerly, Silver Wheaton) in 2004, and served as their CEO from 2006 to 2011. Prior to that, he served as Executive Vice President and CFO of Goldcorp from 2005 to 2006.
British Columbia, Canada	Skills and Qualifications
Age: 66   Director Since: October 5, 2012   Tenure: 10.5 years   Principal Occupation: Corporate Director	·             Capital Markets   ·             Financial / Audit & Risk Management   ·             Governance   ·             International Experience   ·             Leadership & Strategy
	Board Meetings Attended
	Board (Chair)			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 99.59%	Audit Committee			4 of 4		100%
Withheld: 0.41%	Governance and Nominating Committee			5 of 5		100%
Ownership Requirement:	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	106,954	101,478		0

MAG Silver Corp.

2023 Management Information Circular

Tim Baker, ICD.D	Independent Director (1)(3)(5)(6)
	Mr. Baker has a B.Sc. in Geology from Edinburgh University and has substantial experience in operating international mines and projects. He was Executive Vice President and Chief Operating Officer of Kinross Gold before retiring in 2010. Prior to joining Kinross, Mr. Baker was with Placer Dome, where he held several key roles including Executive General Manager of Placer Dome Chile, Executive General Manager of Placer Dome Tanzania and Senior Vice President of the copper producing Compañia Minera Zaldivar. Mr. Baker is currently a director of Triple Flag Precious Metals and RCF Acquisition. He has previously been a director on the boards of Golden Star Resources (Chair of the Board), Sherritt International, Augusta Resources, Antofagasta PLC, Eldorado Gold, Rye Patch Gold (later Alio Gold) and Pacific Rim Mining.
British Columbia, Canada	Skills and Qualifications
Age: 71   Director Since: March 31, 2021   Tenure: 2.0 years   Principal Occupation: Corporate Director   Other Public Directorships: Triple Flag Precious Metals Corp.   RCF Acquisition Corp.	·        Mine Development / Operations   ·        Executive Compensation   ·        Mineral Exploration   ·        Health & Safety   ·        International Experience   ·        Leadership & Strategy
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 99.10%	Compensation and Human Resources Committee (Chair)			3 of 3		100%
Withheld: 0.9%	Health, Safety, Environment and Community Committee			4 of 4		100%
	Technical Committee			5 of 5		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	8,100	19,258		0

MAG Silver Corp.

2023 Management Information Circular

Jill D. Leversage, Acc.Dir.	Independent Director (1)(2)(3)(4)
	Ms. Leversage has over 30 years of experience in the financial advisory and services sector. She began her finance career at Burns Fry Ltd. and has held senior level positions at both RBC Capital Markets and TD Securities. Ms. Leversage currently serves on a number of public and government related boards including Aurinia Pharmaceuticals, RE Royalties, Insurance Corporation of BC and the Vancouver Airport Authority. She is a former director of Catalyst Paper Corporation and CMAIO. Ms. Leversage is a Fellow in the Institute of Chartered Professional Accountants and was a Chartered Business Valuator (ret.) of the Canadian Institute of Chartered Business Valuators.
British Columbia, Canada	Skills and Qualifications
Age: 66   Director Since: December 22, 2014   Tenure: 8.3 years   Principal Occupation: Corporate Director   Other Public Directorships: Aurinia Pharmaceuticals Inc. RE Royalties Ltd.	·        Capital Markets   ·        Financial / Audit & Risk Management   ·        Governance   ·        Leadership & Strategy
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 98.80%	Audit Committee			4 of 4		100%
Withheld: 1.2%	Compensation and Human Resources Committee			3 of 3		100%
	Governance and Nomination Committee (Chair)			5 of 5		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	14,300	116,027		0

MAG Silver Corp.

2023 Management Information Circular

Selma Lussenburg, C.Dir., GCB.D	Independent Director (1)(4)(5)
	Ms. Lussenburg is a business executive, former General Counsel, Corporate Secretary and current board director with over 35 years of business experience. She has held various senior executive positions encompassing a broad range of legal, governance, compliance, pension, safety and security, and operational responsibilities. Ms. Lussenburg currently serves on several other boards and committees, including Ontario Power Generation and the Muskoka Airport. Ms. Lussenburg is also a Canadian private sector member on the CUSMA 31.22 Advisory Committee on the resolution of private commercial disputes. She has served as General Counsel and Corporate Secretary for AT&T’s operations in Canada, for the Ontario Municipal Retirement System (OMERS), and most recently for Toronto Pearson International Airport. Ms. Lussenburg has an undergraduate law degree (University of Ottawa) and other degrees, including a Masters of International Law (Australian National University) and a post-graduate Certificate in Mining Law (York University).
Ontario, Canada	Skills and Qualifications
Age: 67   Director Since: February 1, 2020   Tenure: 3.2 years   Principal Occupation: Corporate Director   Other Public Directorships: Ontario Power Generation Inc.	·         Governance ·         Health & Safety ·         International Experience ·         Leadership & Strategy ·         Legal ·         Environmental / Social ·         Executive Compensation
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 99.69%	Governance and Nomination Committee			5 of 5		100%
Withheld: 0.31%	Health, Safety, Environment and Community Committee (Chair)			4 of 4		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	4,250	30,846		0

MAG Silver Corp.

2023 Management Information Circular

Daniel T. MacInnis, Acc.Dir.	Independent Director (1)(5)(6)
	Mr. MacInnis has over 40 years of experience in worldwide mineral exploration, including Mexico, and was President and CEO of the Company from 2005 to 2013. He has managed and directed multimillion dollar exploration programs for Noranda Exploration, Battle Mountain Gold/Hemlo Gold and Sargold Resources. Mr. MacInnis has extensive global experience in property acquisitions and joint venture negotiations and operation. A significant number of mineral discoveries have been made under his guidance. Discoveries include gold and base metal deposits in the U.S., Canada and Mexico. Mr. MacInnis is a graduate of Saint Francis Xavier University with a BSc. in Geology. He is also currently Chair of Group Eleven Resources.
British Columbia, Canada	Skills and Qualifications
Age: 71   Director Since: February 1, 2005   Independent Director Since: January 1, 2019   Tenure: 18.2 years   Principal Occupation: Corporate Director   Other Public Directorships: Group Eleven Resources Corp.	·         Environmental / Social ·         Capital Markets ·         Health & Safety ·         International Experience ·         Leadership & Strategy ·         Mineral Exploration ·         Executive Compensation
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 98.92	Health, Safety, Environment and Community Committee			4 of 4		100%
Withheld: 1.08%	Technical Committee			5 of 5		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	149,688	91,562		0

MAG Silver Corp.

2023 Management Information Circular

Susan F. Mathieu, ICD.D	Independent Director (1)(5)(6)
	Ms. Mathieu has more than 25 years of international mining experience through due diligence, exploration, project development, construction and operations. Her career spanned from mine site to corporate leadership roles in governance, environment, sustainability, community, health and safety, compliance and risk management programs and strategies. Ms. Mathieu commenced her career with Placer Dome and progressed to increasingly senior roles with Falconbridge, NovaGold Resources, Centerra Gold, BHP (formerly BHP Billiton), Golder Associates and NexGen Energy. Ms. Mathieu holds a BSc. (Honours) and MSc. in Biology (University of Saskatchewan), and an Executive MBA (Beedie School of Business, Simon Fraser University).
Alberta, Canada	Skills and Qualifications
Age: 56   Director Since: January 13, 2021   Tenure: 2.2 years   Principal Occupation: Corporate Director   Other Public Directorships: N/A	·         Mine Development / Operations ·         Environmental / Social ·         Health & Safety ·         International Experience   ·         Leadership & Strategy
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 99.77%	Health, Safety, Environment and Community Committee			4 of 4		100%
Withheld: 0.23%	Technical Committee (Chair)			5 of 5		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	9,283	19,577		0

MAG Silver Corp.

2023 Management Information Circular

Dale C. Peniuk	Independent Director (1)(2)(3)
	Mr. Peniuk is a Chartered Professional Accountant (CPA, CA) and corporate director. Mr. Peniuk obtained his Bachelor of Commerce (Accounting and Management Information Systems) degree from the University of British Columbia in 1982 and his CA designation from the Institute of Chartered Accountants of British Columbia (now the Chartered Professional Accountants of British Columbia) in 1986, and spent more than 20 years with KPMG LLP (“KPMG”) and predecessor firms, the last 10 of which as an assurance partner with a focus on mining companies, including leading KPMG’s Vancouver office mining industry group. Mr. Peniuk currently serves on the Board and as Audit Committee Chair of Lundin Mining Corp., Argonaut Gold and Kuya Silver, and has been on the Board and Chair of the Audit Committee of numerous other Canadian public mining companies since 2006.
British Columbia, Canada	Skills and Qualifications
Age: 63   Director Since: August 3, 2021   Tenure: 1.6 years   Principal Occupation: Corporate Director and Chartered Professional Accountant   Other Public Directorships: Lundin Mining Corp. Argonaut Gold Inc. Kuya Silver Corp.	·         Capital Markets ·         Financial / Audit & Risk Management ·         Governance ·         Executive Compensation ·         International Experience ·         Leadership & Strategy
	Board Meetings Attended
	Board Meetings			8 of 8		100%
2022 Voting Results	Committee Meetings Attended
For: 98.05%	Audit Committee (Chair)			4 of 4		100%
Withheld: 1.95%	Compensation and Human Resources Committee			3 of 3		100%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs		Options
3x Annual Retainer	Yes	1,000	18,492		0

MAG Silver Corp.

2023 Management Information Circular

George N. Paspalas, Acc.Dir.	President, CEO, Non-Independent Director (1)
	Prior to joining MAG in 2013, Mr. Paspalas was the President and Chief Executive Officer of Aurizon Mines, Chief Operating Officer of Silver Standard Resources, and President and Chief Executive Officer of Placer Dome Africa, along with many operational and project development roles with Placer Dome. During his career, Mr. Paspalas has been responsible for constructing and operating complex open pit and underground mines in South Africa, Tanzania, Australia, South America and Canada. Mr. Paspalas earned a Bachelor of Engineering (Chemical) degree with Honours from the University of New South Wales in 1984.
British Columbia, Canada	Skills and Qualifications
Age: 60   Director Since: October 15, 2013   Tenure: 9.4 years   Principal Occupation: President and CEO of the Company   Other Public Directorships: N/A	·         Capital Markets   ·         Leadership & Strategy ·         Mine Development / Operations ·         Mineral Exploration ·         Health & Safety ·         Environmental / Social ·         International Experience ·         Executive Compensation
	Board Meetings Attended
	Board Meetings				8 of 8			100%
2022 Voting Results	Committee Meetings Attended
For: 99.76%	N/A
Withheld: 0.24%
Ownership Requirement	Achievement? (7)	Common Shares	DSUs	Options		RSUs & PSUs
4x Annual Retainer	Yes	180,000	39,886	293,117		127,427

(1) Biography, skills and experience information in this table has been furnished by the respective nominees individually. Equity holdings are as at the date of this Information Circular. See pages 32 and 33 of this Information Circular for more information on how the skills and experience important to the Company’s business are covered by the number of directors.

(2) Member of the Company’s Audit Committee.

(3) Member of the Company’s Compensation and Human Resources Committee.

(4) Member of the Company’s Governance and Nomination Committee.

(5) Member of the Company’s Health, Safety, Environment and Community Committee.

(6) Member of the Company’s Technical Committee.

(7) Share ownership requirement (see page 40 below for more information).

MAG Silver Corp.

2023 Management Information Circular

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

MAG Silver Corp.

2023 Management Information Circular

CORPORATE GOVERNANCE

The Board and management consider good corporate governance to be central to the effective and efficient operation of the Company. The Board, through the Governance and Nomination Committee, continually reviews its policies and practices and monitors regulatory developments in Canada and aims to achieve higher standards of corporate governance through the implementation of new policies and practices, and meaningful improvements to existing policies and practices.

Governance Highlights

	Annual individual election of directors with majority voting			Independent Chair
	Mandatory minimum share ownership for directors and executives			Non-executive directors are not eligible for stock options
	Committees are 100% independent directors			Annual Board assessments
	Whistleblower Protection Policy and whistleblower hotline			In camera sessions at each Board and committee meeting
	38% of MAG’s Board members are female			Zero fatalities at the Juanicipio project (“Juanicipio” or the “Juanicipio Project”) and other exploration projects
	36% of MAG’s employees are female			Succession planning for the CEO and other members of senior management
	Board renewal and succession planning			100% director attendance at Board and committee meetings in 2022
	Active shareholder engagement program			Annual deep-dive strategy sessions; attended by the Board and management (typically held offsite)
	Written mandates for the Board, Board Chair, committee chairs and CEO			Code of Business Conduct and Ethics (“Code of Conduct”), as well as Anti-Bribery and Anti-Corruption Policy
	No interlocking directorships			Maintains a Board Skills Matrix
	Comprehensive ESG commitments and practices1			Annual Sustainability Reports (Inaugural Sustainability Report published in October 2022)
	Robust suite of governance policies in place2, including: ü Diversity, Equity and Inclusion Policy ü Human Rights Policy ü Enterprise Risk Management Policy ü Advance Notice Policy ü Majority Voting Policy ü Health, Safety, Environment and Social Responsibility Policies

1 For more information on the Company’s ESG commitments and practices, please see the latest Annual Information Form and/or Sustainability Report.

2 See the Company’s website for the full list of Policies, Charters and Mandates at www.magsilver.com/corporate/governance/.

MAG Silver Corp.

2023 Management Information Circular

Board of Directors

The fundamental responsibility of the Board is to provide stewardship and governance over the management of the Company with the objective of driving the long-term strategy of the Company, while meeting the appropriate interests of its Shareholders and relevant stakeholders. The Board guides the conduct and affairs of the Company through its committees, which include the Audit Committee; the Compensation and Human Resources Committee; the Governance and Nomination Committee; the Health, Safety, Environment and Community Committee; and the Technical Committee.

Board Composition and Independence

The Board provides oversight over the Company’s management, in part, through representation on the Board by directors who are independent of management. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Company’s Board is currently comprised of eight directors, all of whom are being nominated for re-election at the Meeting. Seven of the eight director nominees (namely Peter Barnes, Tim Baker, Jill Leversage, Selma Lussenburg, Susan Mathieu, Dale Peniuk and Daniel MacInnis) are independent in accordance with the definition of “independence” set out in National Instrument 52-110 Audit Committees (“NI 52-110”), as it applies to the Board. George Paspalas is not independent by virtue of the fact that he is the President and CEO of the Company. Accordingly, a majority (88%) of the directors nominated for election at the Meeting are independent.

Board Mandate

The Board has adopted a written mandate (the “Board Mandate”), whereby the Board directs, guides and otherwise reviews and approves the stewardship of the Company. The Board has the responsibility to work with management to develop the direction of the business, its objectives and goals, the strategic plans arising therefrom, and monitoring subsequent performance against said plans. Such planning takes into account, among other things, the principal opportunities and risks of the Company’s business. Strategic issues are reviewed with management and addressed by the full Board at regularly scheduled Board meetings and at meetings specifically called for this purpose.

The Board Mandate is reviewed annually and amended as necessary to meet the current needs and long-term strategic direction of the Company. It, along with the Board and Committee Chair Mandates, and CEO Terms of Reference, is available on the Company’s website at www.magsilver.com/corporate/governance. The Board Mandate is also appended as Exhibit D hereto.

MAG Silver Corp.

2023 Management Information Circular

Other Mandates and Position Descriptions

The Board has also adopted written mandates or position descriptions for the following positions:

Board Committees

The Governance and Nomination Committee reviews committee membership and makes recommendations to the Board on committee composition annually following the Shareholder’s meeting, based on the nominees elected and at such other times when a director resigns and/or a new director joins the Board. Changes may be made such that the composition of the committees is appropriate and effective.

The committees act pursuant to formal written charters which are reviewed and amended or re-approved annually. These committee charters can be found on the Company’s website at www.magsilver.com/corporate/governance.

Audit Committee

The Audit Committee is currently comprised of three independent directors: Dale Peniuk (Chair), Peter Barnes and Jill Leversage. Each member of the Audit Committee is considered to be independent and financially literate in accordance with NI 52-110.

The Audit Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices, internal controls and its approval of the Company’s annual and quarterly financial statements. In addition, the Audit Committee has been tasked with assisting the Board in fulfilling its oversight responsibilities with regard to the Company’s principal financial, audit and accounting related risks, including information security and cyber risks, and the policies, guidelines and mechanisms that management has put in place to govern the process of monitoring, controlling and reporting such risks. In this regard, the Audit Committee receives reports from management on a quarterly basis, or more frequently as required, on the identification, assessment and management of such risks. The Audit Committee reports to the Board on a quarterly basis, or more frequently as required, with respect to the principal financial, audit and accounting related risks faced by the Company and the steps implemented by management to manage these risks. In addition, the Committee shall, in conjunction with the Company’s Enterprise Risk Advisory Committee (“ERAC”), perform a comprehensive review of the Company’s complete risk register on an annual basis, or more frequently as required.

MAG Silver Corp.

2023 Management Information Circular

The Audit Committee meets as often as is required to fulfill its responsibilities or at a minimum quarterly to review and recommend the financial statements, management’s discussion and analysis or other financial documents, for Board approval.

Audit Committee information, including the Audit Committee Charter, as required under NI 52-110, is contained in the Company’s Annual Information Form dated March 27, 2023 (the “AIF”). This information includes the charter, committee composition, relevant education and experience, Audit Committee oversight, pre-approval policies and procedures and fees paid to the Company’s external auditor. The AIF is available under the Company’s profile on SEDAR at www.sedar.com or on the Company’s website at www.magsilver.com/investors/financial-reports.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee (the “CHRC”) is currently comprised of the following three independent directors: Tim Baker (Chair), Jill Leversage and Dale Peniuk.

The CHRC is responsible for assisting the Board in carrying out its responsibilities with respect to:

The CHRC typically meets three times per year, or more frequently as required, to fulfill its responsibilities. For more information regarding the CHRC, see Compensation Governance, commencing on page 44 of this Information Circular.

Governance and Nomination Committee

The Board has established a Governance and Nomination Committee which is currently comprised of three independent directors: Jill Leversage (Chair), Peter Barnes and Selma Lussenburg.

The committee is responsible for assisting the Board in carrying out its responsibilities with respect to:

MAG Silver Corp.

2023 Management Information Circular

The Governance and Nomination Committee typically meets quarterly, or more frequently as required, to fulfill its responsibilities.

Health, Safety, Environment and Community Committee

The Health, Safety, Environment and Community Committee (the “HSEC Committee”) is currently comprised of four independent directors: Selma Lussenburg (Chair), Tim Baker, Daniel MacInnis and Susan Mathieu.

The committee is responsible for assisting the Board in fulfilling its oversight of:

The HSEC Committee typically meets quarterly, or more frequently as required, in order to fulfill its responsibilities.

Technical Committee

The Technical Committee is currently comprised of three independent directors: Susan Mathieu (Chair), Tim Baker and Daniel MacInnis.

The primary mandate of the Technical Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s operational performance and operating risks from a technical perspective. The Company’s operations include exploration and development projects, operating mines, projects in reclamation and projects being considered as acquisition targets.

The Technical Committee meets a minimum of twice per year, or more frequently as required, to fulfill its responsibilities.

Board Meetings

The Company holds regular quarterly Board meetings, as well as additional Board meetings, as required. Mr. Peter Barnes, an independent director, is the non-executive Board Chair and presides as such at each Board meeting. Mr. Barnes facilitates these meetings and actively seeks out the views of the independent directors on all Board-related matters. Mr. Barnes regularly interacts with members of management with respect to matters related to strategic planning and decision making, compensation, corporate governance and business matters. He also acts as liaison between management and the Board and, where appropriate, represents the Board at official functions and meetings with major shareholder groups and other stakeholder groups. The Board conducts extensive budget and business reviews with management and approves the annual budget, including any budget revisions, to monitor the Company and management’s activities.

Robust strategic planning in respect of the Company’s development and exploration initiatives on its mineral properties (including the Juanicipio Project), financing opportunities, risk management, M&A opportunities, corporate governance structures, approach to compensation, succession and its business in general, is regularly undertaken by the entire Board and is informed by management’s analysis and by the work of the Company’s committees and advisors. The directors all participate in the matters before the Board such that the Company has the benefit of the diverse skills and experience of the Board members in making decisions.

MAG Silver Corp.

2023 Management Information Circular

In Camera Sessions

At the end of each Board and committee meeting, the independent directors meet without management and non-independent directors to support and encourage free and candid discussions among the independent directors. In addition, separate in camera meetings of independent directors may also be held if the need arises to facilitate communication among the directors without the presence of management, non-independent directors and any directors with a conflict related to the matter under discussion. From January 1, 2022 and up until the date of this Information Circular, the Board has held in camera sessions at the end of each of the nine Board meetings (eight in 2022), six Technical Committee meetings (five in 2022), seven Governance and Nomination Committee meetings (five in 2022), five Audit Committee meetings (four in 2022), five HSEC Committee meetings (four in 2022) and four CHRC meetings (three in 2022), for a total of 36 in camera sessions (29 in 2022).

Attendance

The Company held eight Board meetings during the year ended December 31, 2022. In 2022, all of the nominated directors attended 100% of the Board meetings and committee meeting of which they were a member. On occasion, directors attend committee meetings as guests. Director attendance at such meetings is not reflected in a director’s attendance shown on their nominee profiles above. No additional compensation is paid to directors who attend additional meetings.

Nomination of Directors

The Governance and Nomination Committee, comprised entirely of independent directors, is responsible for identifying, interviewing and recommending eligible nominees for the election or appointment to the Board. In doing so, the committee considers a number of factors, including, but not limited to, the following:

In addition, the Governance and Nomination Committee retains professional, independent recruitment firms to assist with the process of searching for candidates to fill Board vacancies, as and when they arise. Candidates for nomination to the Board must have significant business experience and must possess skills and experience in areas reflective of the Company’s business needs and the Company’s current and long-term strategic interests.

The Company has strong anti-discrimination practices. As outlined below in Diversity, Equity and Inclusion, in early 2021, a more robust Diversity, Equity and Inclusion Policy was adopted by the Board, which includes a 30% target for gender diversity on the Board. The Governance and Nomination Committee supports all forms of diversity in the boardroom, including gender and other dimensions of diversity, and in its succession planning efforts specifically directs search firms to include gender diverse directors, as well as individuals from diverse backgrounds and underrepresented groups in the selection process as and when new directors are to be recommended for nomination. Board candidates are chosen based on the skillset and experience required by the Company at the time of nomination or election, having due regard to the benefits of diversity.

MAG Silver Corp.

2023 Management Information Circular

Board and Committee Assessments

The Governance and Nomination Committee is responsible for establishing appropriate processes for the regular evaluation of the effectiveness and contribution of the Board, its members and its committees. In addition, the committee is responsible for reviewing on an annual basis: (a) the performance of individual directors, the Board as a whole and the committees of the Board; (b) the performance of the Board Chair and the chair of each Board committee; and (c) the range of capabilities represented on the Board, as well as those needed for the Board to properly discharge its responsibilities in an effective manner.

As part of the review process, the Governance and Nomination Committee uses a number of different tools, including: (a) engaging independent third-party consultants to conduct in-depth Board assessments; (b) conducting written surveys of Board members, which include peer assessment and self-assessment sections; and/or (c) meeting with individual Board members to discuss with each director the effectiveness of the Board, its committees and its members. The results of the review process are always reviewed and discussed with the full Board.

In addition to the Governance and Nomination Committee’s annual Board and committee assessments, each committee performs an annual self-assessment, in which the members consider and discuss the respective committee’s function and performance in carrying out its duties.

Board Skills and Experience

The Board has established a skills and experience matrix for the Board reflective of 11 core skills and experience categories (see Board Skills Matrix below) important to the effective oversight of management and the Company’s business and long-term strategies. The Governance and Nomination Committee assesses directors annually on their individual qualifications, experience, expertise, leadership, continuity and historical understanding of the Company’s business and relationships, especially as these pertain to strategic matters.

The biographies in the Election of Directors section of this Information Circular specifically outline the nominated directors’ individual skills, industry or related experience and qualifications based on professional designations and/or career experience.

Board Skills Matrix

The table below shows 11 categories of skills and experience that are important to the Company’s business and governance and those director nominees who possess expertise in each category. The Company and the Board recognize the importance of information technology (“IT”) and cybersecurity, and acknowledge that none of the current Board members are experts in this category. For this reason, and as part of its ongoing efforts to address cybersecurity risks within the organization, MAG has retained an independent IT advisory firm to develop policies and procedures surrounding cybersecurity, and to conduct regular training and education sessions for MAG’s directors and employees. Furthermore, the Company’s exposure to cybersecurity risks at the Juanicipio Project is managed by the Project operator, Fresnillo, who report a robust suite of controls and systems in place to prevent and mitigate cybersecurity risks.

Based on the Governance and Nomination Committee’s (a) annual review of the skills and experience of the eight returning incumbent directors, and (b) annual assessment of any additional skills and experience needed on the Board, the Governance and Nomination Committee has determined that the eight nominated directors have the appropriate skills and experience for the Company’s current business and long-term strategies.

MAG Silver Corp.

2023 Management Information Circular

		Peter Barnes	Tim Baker	Jill Leversage	Selma Lussenburg	Daniel  MacInnis	Susan  Mathieu	Dale  Peniuk	George Paspalas
Skills  and Experience	Capital Markets
	Environment / Social
	Executive Compensation
	Financial / Audit & Risk Management
	Governance
	Health & Safety
	International Experience
	Leadership & Strategy
	Legal
	Mine Development / Operations
	Mineral Exploration
Board Skill Matrix, Profile and Committee Membership
Board Composition	Independence
	Board Tenure (years)	10.5	2.0	8.3	3.2	18.2	2.2	1.6	9.4
	Age	66	71	66	67	71	56	63	60
	Gender
Board Committees	Audit Committee
	Governance and Nominating Committee
	Compensation and Human Resources Committee
	Health, Safety, Environment and Community Committee
	Technical Committee

Committee Member | Committee Chair

Diversity, Equity and Inclusion

The Company embraces the benefits that diversity brings to its Board, members of senior management and all employees of the Company and its subsidiaries. Diversity, equity and inclusion promotes the recognition and use of all available talent, creates opportunities for innovation, drives strategic advantage to achieve the Company’s objectives and deliver positive results to its stakeholders through a range of perspectives, experiences and expertise. The Company is committed to fostering and cultivating a diverse, equitable and inclusive culture and workforce by selecting the best individuals to occupy its Board, senior management and other roles within the Company, free of bias or discrimination. Diversity, equity and inclusion are defined in the Company's Diversity, Equity and Inclusion Policy as follows:

MAG Silver Corp.

2023 Management Information Circular

“Diversity” includes any dimension that can be used to differentiate individuals or groups of people from one another, including without limitation, gender, gender identity and gender expression, sexual orientation, age, language, race, nationality, cultural background, indigenous status, religious beliefs, members of visible minorities and other ethnic distinctions, physical or mental abilities, marital or family status, education, regional and industry experience and expertise.

“Equity” eliminates social inequalities in people, processes and systems to provide equal access and opportunities for all individuals.

“Inclusion” allows all individuals or groups of people feel welcomed, valued, respected and leveraged in all environments.

The Company is committed to creating and supporting a diverse, equitable and inclusive workplace that recognizes and values differences, where everyone is treated fairly and with respect, and where all employees have equal opportunity to succeed. To achieve this, MAG commits to:

In late 2022, all Board members and Company employees participated in an in-depth training session on inclusion, equity, diversity and accessibility (“IDEA”), which was led by an independent consulting firm.

Annually, the Governance and Nomination Committee reviews the Diversity, Equity and Inclusion Policy and assesses its effectiveness in promoting diversity, equity and inclusion within MAG. The policy can be found on the Company’s website at www.magsilver.com/corporate/governance.

Effectiveness of the Company’s Gender Diversity Policy

The Board is committed to a merit-based system for the Board and senior management team composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination. When assessing Board composition or identifying suitable candidates for appointment or election to the Board, the Board will consider candidates on merit against objective criteria, having due regard to the benefits of diversity and the needs of the Board. When assessing the composition of the senior management team or identifying suitable management candidates, the Company uses similar criteria as applied to the selection of Board candidates.

MAG Silver Corp.

2023 Management Information Circular

In early 2021, the Company committed to increasing Board and senior management diversity and set a target to achieve a minimum of 30% of the Board represented by gender diverse directors. The Board currently exceeds this target. Of the eight nominees for election as directors at the Meeting, three (or 38%) are female. The Company does not have set targets for gender diversity within management; however, currently 17% of the Company’s officers and 36% of its employees are female.

The Board will continue to review and assess the appropriateness of the current Board gender diversity target and will also consider the appropriateness of establishing targets with respect to gender diversity within senior management, as well as targets with respect to diversity other than gender.

Board Refreshment and Director Tenure

In determining whether to recommend a director for re-election, the Governance and Nomination Committee considers several different factors, including without limitation, the director’s participation in and contributions to the activities of the Board, the results of the annual Board and individual director assessments, the skills and experience of said director and how they fit into the Board skills matrix, and the director’s meeting attendance record. While the Board recognizes that director refreshment and renewal create opportunities to bring diverse perspectives and new skill sets to the Board, the Board also recognizes that directors who have served on the Board for an extended period of time can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company and its history, policies and objectives. It is for this reason that the Board has determined that setting limits on director tenure would not be appropriate at this time. In recent years, the Board has successfully managed to facilitate fulsome refreshment, and since February 2020 has appointed four new directors to the Board. The average tenure of the eight director nominees standing for re-election at the Meeting is seven years.

Orientation and Continuing Education

The Board considers director orientation and continuing education to be a priority for all directors and endeavours to provide opportunities for directors to learn, develop and network. New directors are provided with comprehensive materials and numerous presentations from management relating to the Company, and are briefed on relevant corporate issues including short, medium and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing company policies. Directors also receive regular geological and engineering reviews of the Company’s projects, and visits to the Company’s material properties are scheduled as necessary or appropriate, with due regard to the personal health, safety and security of management and directors. When a new director joins the Board, he or she is encouraged and expected to become familiar with the Company by meeting with the other directors, officers and employees of the Company. As each director has a different skill set and professional background, orientation and training activities are tailored to the particular needs of each director. The Governance and Nomination Committee reviews, approves and reports to the Board on the orientation process for new directors.

Management provides the Board with updates on the Company’s business and issues relevant to the Company at all regularly scheduled Board and committee meetings. In addition, during 2022, a two-day intensive strategy session was held for the Board with executive management. At such session, external advisors presented on a variety of topics, including capital markets conditions, the silver price environment, local politics and security in areas of the Company’s projects, corporate governance, climate change, current industry trends, among others.

MAG Silver Corp.

2023 Management Information Circular

Management and the Board are kept up to date on the progress at the Company’s Juanicipio Project through the CEO, the CXO (as defined herein) and the CSO (as defined herein), who visit the site periodically. In addition, MAG has a technical representative based in Mexico who attends at the site two to three times per week to review and assess the project, and who, in turn, provides reports to the CEO. The CEO, the CFO (as defined herein), the CXO, the CSO and the Manager of Corporate Social Responsibility also have frequent virtual meetings and conference calls with Fresnillo, MAG’s joint venture partner and Operator of the Juanicipio Project.

Management provides the Board with regular updates on progress at the Company’s Deer Trail exploration project (“Deer Trail” or the “Deer Trail Project”) and Larder exploration project (“Larder” or the “Larder Project”). Management maintains ongoing communication with the respective project management teams through periodic site visits, frequent virtual meetings and conference calls. Mr. Paspalas, the Company’s CEO, shares this information with the Board on a regular basis (monthly, at a minimum) in addition to other information, including financial and operational reports, and recent photos (including recent drone footage with respect to the progress and development at the Juanicipio site).

In October 2022, the Board completed a site visit to the Deer Trail Project, together with management executives and Project staff. Plans are underway for a Board site visit to the Larder Project in June 2023. Additional site visits will be considered in 2023, having due regard to travel advisories related to Mexico and health advisories in light of COVID-19.

Details of the 2022 Director Continuing Education Program

The following is a list of continuing education events provided by the Company for directors throughout the 2022 year, for which 100% participation by all board members was achieved. Materials were provided to the directors to review prior to each education event, and event presentations were made available to all directors for follow-up, as appropriate.

In addition to the above, individual Board members participate in a number of seminars, presentations and conferences relevant to the mining industry and other matters which relate to the Company and its business, and they are encouraged to maintain their levels of expertise and knowledge in their individual areas of professional competence by keeping up with relevant developments in their areas of expertise through reading, interaction with their peers and attendance at continuing education presentations and seminars. MAG also provides all directors with an annual membership to either the Institute of Corporate Directors or the Chartered Governance Institute of Canada.

MAG Silver Corp.

2023 Management Information Circular

Ethical Business Conduct

The Board has adopted a written Code of Conduct for the directors, officers and employees of the Company, which sets out the legal, ethical and regulatory standards that the Company and its representatives must follow to promote integrity and deter wrongdoing. Compliance with the Code of Conduct is mandatory for every director, officer and employee of the Company and any of its subsidiaries. Each director, officer and employee verifies and acknowledges on an annual basis that he or she has reviewed and understands the Code of Conduct and will abide by its terms. The Code of Conduct is available on the Company’s website at www.magsilver.com/corporate/governance.

The Company’s Board and Governance and Nomination Committee monitor compliance with the Code of Conduct. All Company personnel are encouraged to report violations of the Code of Conduct in accordance with the procedures set forth in the Code of Conduct. In addition to responding to any complaints or violations reported directly to Board members, the Governance and Nomination Committee Chair makes periodic inquiries of Company management as to matters related to compliance with Code of Conduct requirements. In addition, in the course of regular business and operational updates provided by Company management to the Board, there are opportunities to discuss any compliance issues. In 2022, there were no Code of Conduct violations and no ethical conflicts were raised.

Directors or executive officers who have disclosed a material interest in any transaction or agreement that the Board is considering must abstain from voting on such matters. As a matter of practice, directors or executive officers who have disclosed a material interest in any transaction or agreement that the Board is considering do not take part in any Board discussion with respect to that contract or transaction. In addition, the Code of Conduct requires all Company personnel to obtain specific permission of the CEO prior to any involvement in activities that create or give the appearance of a conflict of interest.

The Code of Conduct requires that Board members, officers, employees, consultants and contractors report any known or suspected violations of laws, governmental regulations or the Code of Conduct to the Chair of the Governance and Nomination Committee or to the Chair of the Audit Committee via the Company’s anonymous and confidential whistleblower helpline. The Company has engaged Integrity Counts, a Canadian provider of global ethics reporting services, as an independent and external administrator of the whistleblower helpline. There are three ways to submit a complaint via Integrity Counts, which are set out in detail in the Code of Conduct, as well as in the Company’s Whistleblower Protection Policy (available at www.magsilver.com/corporate/governance).

In 2022, the Company approved an updated Anti-Bribery and Anti-Corruption Policy, and training was provided for all employees and directors. The Anti-Bribery and Anti-Corruption Policy is critical to maintaining MAG’s corporate reputation and protecting the interests of its shareholders, employees, customers, suppliers, business partners, stakeholders and communities. The objective of the Anti-Bribery and Anti-Corruption Policy is to provide guidance and procedures that enable the Company to conduct its business in an honest and ethical manner when dealing with Public Officials and all other parties, and in compliance with all applicable laws and regulations pertaining to bribery and corruption.

Succession Planning

Succession planning is an important component of the mandate of the Board, with the support of the Governance and Nomination Committee with respect to Board succession planning, and of the Compensation and Human Resources Committee with respect to succession planning for the CEO and other senior executives. By taking a proactive approach to succession planning, the Board can be sure that the Company is prepared to deal with the sudden or unexpected departure of critical talent, reduce the time and expense required to fill key roles, align human capital development efforts with the strategic objectives of the Company, and support the career development and personal growth of the Company’s internal pool of candidates to assist with the Company’s efforts to retain qualified successors for senior executive positions. Succession planning is a regular item on the Board’s meeting agendas and is considered when recruiting new directors and senior management personnel.

MAG Silver Corp.

2023 Management Information Circular

Shareholder Engagement

The Company proactively engages with Shareholders to solicit feedback on its governance practices. The feedback received is an important component of the continuous evaluation of the Company’s existing policies. The Company values constructive dialogue with Shareholders and investors and has initiated engagement meetings with Shareholders to better understand their perspectives regarding the Company.

MAG’s CEO, and members of the Board, as required, actively engage with Shareholders and this provides useful feedback regarding Shareholder perspectives on the governance of the Company. To the extent possible or appropriate, the Company considers feedback from such meetings in refining the Company’s policies, practices and/or public disclosures.  The Company has found this Shareholder outreach program to be highly productive and plans to continue active Shareholder engagement in the future. Any questions regarding the Company’s governance practices can be sent to the attention of the Board Chair at the following address:

Chair of the Board

MAG Silver Corp.

#770-800 West Pender Street

Vancouver, BC V6C 2V6

Email: boardchair@magsilver.com

MAG Shareholder Engagement Summary

MAG Event		MAG Participants	Who does MAG engage and what are the topics?
	Meetings, Discussions and Calls	Senior Management	MAG conducts meetings and discussions with retail and institutional Shareholders throughout the year to share public information regarding its business.
	Investor Conferences	Directors / Senior Management	MAG attends and presents at investor conferences throughout the year to provide information regarding its business. Videos or digital copies of the presentations are posted on MAG’s website.
	Shareholder Outreach (1)	CEO / Committee Chairs	MAG’s CEO and Committee Chairs meet annually (or as requested) with major Shareholders’ governance departments to discuss any potential governance concerns. This typically occurs after the mailout of MAG’s Information Circular.
	Governance Engagement	Directors	MAG provides information relating to its governance practices with Shareholder advocacy groups as requested.
	News Releases	Senior Management	MAG reports on material changes, as well as important or regulatory release dates (e.g. release dates of financial results)
	Annual General Meeting	Directors / Senior Management	This meeting is open to all Shareholders.

MAG Silver Corp.

2023 Management Information Circular

Director Compensation and Share Ownership

The fees payable to the directors of the Company for their service as directors and as members of committees of the Board as at December 31, 2022 are outlined below. Note that Mr. Paspalas, the Company’s CEO, is not paid any additional compensation in consideration for his services as a director of the Company. All compensation paid to Mr. Paspalas over the course of the year has been reflected in the Summary Compensation Table for NEOs, found later in this Information Circular.

(1) Per diem fees are to cover work commitments for director services that generally go beyond that typically required of a director and require a significant time commitment outside meeting preparation time and the attendance at meetings.

Share-Based Awards

Non-executive directors are not eligible to participate in the Share Unit Plan and instead participate in the DSU Plan. Directors may also elect on an annual basis to receive all, or a portion, of their annual cash retainers in DSUs.

DSUs are notional units with the same value at any given time as the Company’s Common Shares and until redeemed for Common Shares, do not entitle the participant to any voting or other shareholder rights. If and when the Company declares a dividend on the Common Shares, ‘dividend equivalent’ units are credited to a participant’s DSU account in the form of additional DSUs. DSUs typically vest upon grant, however, are not redeemable until a director ceases to hold office, when all outstanding DSUs will be settled in Common Shares issued by the Company.

For further information with respect to the DSU Plan, including a summary of the key terms contained therein and the number of DSUs issued and outstanding thereunder, please refer to the discussion under the headings “Disclosure Respecting Equity Compensation Arrangements” and “Securities Authorized for Issuance Under Equity Incentive Plans” contained herein.

MAG Silver Corp.

2023 Management Information Circular

Director Share Ownership Requirement

In an effort to align the interests of the Board with those of Shareholders, a Share Ownership Policy (as defined herein) outlining minimum share ownership requirements was adopted in 2013 for directors, under which directors are required to own MAG securities having a value established by the Board. As amended in late 2016, the minimum MAG securities ownership requirement for all non-executive directors is now equivalent to three times the annual cash retainer (including any DSUs granted for partial cash retainer). Any newly appointed or elected directors of the Company are required to achieve the minimum threshold within three years from the date of becoming a director. If the ownership value requirement is increased, directors have three years to reach the new ownership requirement. Ownership thresholds are calculated using the greater of: (i) the closing trading price of the Company’s Common Shares on the Toronto Stock Exchange on the business day immediately preceding the date upon which share ownership is being calculated; and (ii) the acquisition cost of the MAG securities, which, in the case of DSUs, shall be calculated using the value attributed to such DSUs on the award date.

Each director is required to maintain his or her minimum ownership level throughout his or her tenure as a director. Under the share ownership requirements and terms as described above, the following table outlines the directors’ standings relative to the requirement, as of the date of this Information Circular.

Share Ownership Position and Requirement of Non-Executive Directors standing for election, as of May 8, 2023:

(1) Value of holdings is based on the total number of eligible securities held multiplied by the greater of: (i) the price per Common Share on the TSX as at market close on May 8, 2023 of $17.47; and (ii) the acquisition cost of the MAG securities, which, in the case of DSUs is the value attributed to such DSUs on the award date.

MAG Silver Corp.

2023 Management Information Circular

Director Compensation Table

The following table outlines all director compensation paid to the non-executive directors for the year ended December 31, 2022. During 2022 the Company amended the cadence of DSU grants to independent directors from annual grants to quarterly grants with the exception of Mr. Peniuk who was elected to the Board of Directors after the change.

(1) The table outlines the compensation paid for Board and committee retainer fees and meeting fees as per the Schedule of Director Fees above. Committee positions for each director nominee are outlined in the table found under the heading Election of Directors above.

(2) Under the Shareholder approved DSU Plan, directors may elect to have all, or a portion of director and committee retainers and meeting fees paid in DSUs. Mr. Barnes made the election to receive a portion of his 2022 retainer and director fees in DSUs.

(3) All other compensation includes per diem oversight work as directed by the Board.

Equity-Based Awards to Directors

The following table sets out for each non-executive director, the incentive equity-based awards, specifically DSUs (share-based awards), outstanding as of December 31, 2022 with their market value as of the same date. These equity-based awards were all fully vested as at December 31, 2022. The closing price of the Company’s shares on the TSX on December 31, 2022 was $21.15.

MAG Silver Corp.

2023 Management Information Circular

Director – Change of Control

The directors are not eligible for any Change of Control payments or other related benefits.

Value Vested or Earned During the Year

The following table sets forth, for each non-executive director of the Company, the value of all incentive plan awards vested or earned during the year ended December 31, 2021. The value of the share unit-based awards (DSUs) vested during the year in the table below is the closing price of a Common Share of the Company on the TSX at the close on the 2022 vesting dates. As noted above, the Company amended the cadence of DSU grants to independent directors from annual grants to quarterly grants with the exception of Mr. Peniuk who was elected to the Board of Directors after the change.

(1) Directors do not receive Option-based awards for their services.

(2) Share-based awards consist of DSUs granted under the Shareholder approved DSU Plan. Under the plan, directors may elect to have all, or a portion of, director and committee retainers paid in DSUs. Mr. Barnes ($84,968) made the election to receive a portion (as noted in parentheses) of his 2022 retainer and director fees in DSUs, and those amounts are included in the above table.

STATEMENT OF EXECUTIVE COMPENSATION

Dear Fellow Shareholders,

2022 has been a transformative year for the Company. With the completion of the long-awaited electrical tie-in of the Juanicipio plant to the national electrical grid and the commissioning of the 4,000 tonnes per day processing facility now in full ramp-up phase, final project capital costs are expected to wind down as Juanicipio approaches full commercial production, and with it, material operating cash flows.

The move from project development status to commercial production will necessitate a change to the way the Company has historically designed and administered its human resources and compensation programs. In a great many respects, the Company’s compensation programs, and the governance of these programs, have been well ahead of our project developer status. With the onset of commercial production, however, the Board felt it was the appropriate time to take the Company’s compensation programs and the oversight of these programs to the next level.

Beginning in 2022, the committee tasked with the oversight of compensation and rewards programs was given a new name – the Compensation & Human Resources Committee (CHRC) to reflect its expanded mandate which, in addition to the historical oversight of executive officer compensation programs, Company-wide equity incentive programs and NEO succession planning, now includes:

MAG Silver Corp.

2023 Management Information Circular

In alignment with the expanded mandate of the CHRC and the Company’s transition to producer status, the CHRC implemented several changes for 2022 and 2023 to align the Company’s compensation and human resource programs with its updated business strategy, including:

The CHRC feels that the changes made to both the NEO and employee compensation programs during 2022 and early 2023 have materially improved the Company’s overall approach to compensation, in line with the Company’s near-term move to producer status and its updated strategic plan. The adjustments – especially in the NEO compensation program – have resulted in a more objective and measurable short- and long-term incentive plans; however, the CHRC’s oversight of the program will continue to require a certain amount of discretion, especially for milestones and objectives relating to the Juanicipio Project, the Company’s main asset, which are heavily co-dependent on the actions of Fresnillo (its joint venture partner and Juanicipio Project operator).

I invite you to read the Compensation Discussion & Analysis below for additional information. I hope that you will attend the Meeting to ask questions of me or the other members of the CHRC with respect to the Company’s compensation programs.

Sincerely,

“Tim Baker”

Chair, Compensation & Human Resources Committee

MAG Silver Corp.

2023 Management Information Circular

Named Executive Officers

For the purposes of this Information Circular, a named executive officer (“NEO”) of the Company means each of the following individuals:

The Company’s NEOs for the fiscal year ending December 31, 2022 were:

Compensation Governance

Compensation and Human Resources Committee (CHRC) – Operation, Members and Skills

The Board has established a CHRC for the purpose of providing the Board with recommendations relating to the form and amounts of all compensation and benefits for directors and executive officers, succession plans for executive officers, and human resources policies for executive officers.

In fulfilling its responsibilities, the CHRC is required, among other things, to: (a) review and recommend to the Board the general compensation philosophy and guidelines for all directors and executive officers; (b) review and recommend any amendments to the Company’s equity related plans; (c) review and recommend to the Board all grants and awards made under all the Company’s equity related plans including: the Option Plan, Share Unit Plan and the DSU Plan; (d) review and recommend to the Board all other executive compensation matters; (e) establish compensation and recruitment policies and practices for the Company’s executive officers; (f) administer the Company’s Stock Option Plan and the Share Unit Plan; (g) consider requests for the retention of outside advisors and experts (including compensation consultants and legal counsel); and (h) review compensation disclosure in public documents, including the compensation discussion and analysis included herein, in accordance with applicable rules and regulations. The CEO may be asked to attend the CHRC’s deliberations regarding NEOs other than himself; however, he does not participate in votes related to NEO compensation.

The Company’s CHRC consists of three independent directors. As at the date of this Information Circular, the members of the CHRC were Tim Baker (Chair), Jill Leversage and Dale Peniuk. As discussed below, the CHRC is charged with implementing an appropriate plan for executive compensation and with making recommendations to the Board with respect to the compensation of the Company’s executive officers. In 2022, the CHRC held three meetings, all of which had full attendance. In connection with its mandate, the CHRC keeps the Board apprised of its work by providing regular updates at the Company’s Board meetings.

MAG Silver Corp.

2023 Management Information Circular

The members of the CHRC have a range of skills and experience which the Company believes provides the expertise necessary to oversee the Company’s executive compensation structure. In addition, the CHRC obtains input from independent outside compensation advisors when necessary. The relevant experience of the current CHRC members is summarized below.

Compensation Risk Management

The CHRC incorporates risk management principles into its decision-making processes surrounding executive compensation and periodically conducts reviews to consider whether the Company’s compensation policies encourage risk taking by the Company. In late 2022, the CHRC in conjunction with its independent compensation advisor, undertook a fulsome review of the Company’s compensation policies and practices with an eye to ensuring that these policies and practices both reflected good compensation governance and were structured to adequately mitigate any potential risks within the executive compensation program. In addition to the review of policies and practices, the CHRC also asked its independent advisor to back-test compensation program outcomes relative to historical operational, financial and shareholder return performance to confirm alignment of outcomes, and to forward test the current variable pay structure to identify the potential for unanticipated outcomes under various performance scenarios.

In considering the findings of the independent advisor’s review and in light of the roles of Board in overseeing the Company’s strategic direction and the CHRC in overseeing the Company’s executive compensation program in relation to that strategic direction, the CHRC has concluded that the risks inherent in the Company’s compensation policies and practices are unlikely to have a materially adverse effect on the Company.

MAG Silver Corp.

2023 Management Information Circular

The following table summarizes our compensation governance and risk management policies and practices. Detailed descriptions for some of these policies and practices follow below.

What we do:
	Provide shareholders with an annual Say on Pay vote, disclosure of results and engagement when results are unsatisfactory.
	Provide a significant weighting towards performance-contingent pay with approximately 70% of NEO compensation at-risk in 2022.
	Cap annual incentive payments
	Measure short-term performance against pre-approved annual objectives.
	Tie a material percentage of executive incentive compensation to identified ESG risks
	Regularly stress tests the compensation program to ensure that rewards are appropriate in different scenarios.
	Enforce market-practice share ownership guidelines for both NEOs and directors (see Senior Management Share Ownership Requirement below)
	Maintain a robust “Claw back” policy (see Executive Compensation Recovery Policy below)
	Regularly review compensation and retain a compensation advisor that is independent of management (see External Advice below)

What we do not do:
	We do not allow executives to hedge their ownership of Common Shares or equity incentives (see Hedging of Company Securities below)
	We do not allow repricing or backdating of stock options
	We do not grant stock options to non-executive directors
	We do not use single-trigger Change of Control provisions

Senior Management Share Ownership Requirement

In an effort to align the interests of the NEOs with those of Shareholders, the Company has adopted a Share ownership policy (the “Share Ownership Policy”) outlining a minimum share ownership requirement for all NEOs, pursuant to which they are required to own Common Shares, RSUs (as defined herein) and DSUs having a value established by the Board. The Share Ownership Policy is reviewed annually, and changes made as required. The minimum share ownership requirements under the current Share Ownership Policy are: (i) for the CEO, a value equivalent to four times annual base salary; (ii) for the other C-Suite NEOs, a value equivalent to two times annual base salary (for the CXO, a value equivalent to two times his prior years’ billings for consulting services) and (iii) for Vice President NEOs, a value equivalent to one times annual base salary. Executives must achieve this ownership threshold within three years from the date the individual became an officer. Ownership thresholds are calculated using the greater of: (i) the closing trading price of the Company’s Common Shares on the Toronto Stock Exchange on the business day immediately preceding the date upon which share ownership is being calculated; and (ii) the acquisition cost of Common Shares, RSUs and DSUs, which for RSUs or DSUs shall be calculated using the value attributed to such RSUs and DSUs on the award date.

MAG Silver Corp.

2023 Management Information Circular

Each individual is required to maintain his or her minimum ownership level throughout his or her term as an officer.

Under the share ownership requirements and terms as described above, the following table outlines the NEOs standing relative to the requirement as of the date of this Information Circular.

Share Ownership Position and Requirement of NEOs as at May 8, 2023:

(1) Eligible MAG securities include Common Shares, RSUs and DSUs held by the NEO as at May 8, 2023.

(2) Value of holdings is based on the total number of eligible securities held multiplied by the greater of: (i) the price per Common Share on the TSX as at market close on May 8, 2023 of $17.47; and (ii) the acquisition cost of the MAG securities, which, in the case of RSUs and DSUs, is the value attributed to such RSUs and DSUs on the award date.

(3) Mr. Paspalas was granted DSUs as a deferral of an annual incentive in 2015, when executives were still Participants (as such term is defined in the DSU Plan) of the DSU Plan.

(4) Based on 2023 Canadian dollar equivalent consulting fees earned.

(5) Mr. Mallory was appointed as CSO on October 15, 2021 and under the Share Ownership Policy is required to achieve the minimum threshold within three years of his appointment, being October 15, 2024.

Hedging of Company Securities

Certain types of trades in securities of the Company by NEOs and directors can raise particular concerns about potential breaches of applicable securities law or that the interests of the persons making the trade are not aligned with those of the Company. Therefore, the Company has specific conditions outlined in its Timely Disclosure, Confidentiality and Insider Trading Policy prohibiting NEOs and directors from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by an NEO or director. NEOs and directors are prohibited at any time from, directly or indirectly, undertaking any of the following activities:

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2023 Management Information Circular

Executive Compensation Recovery or “Claw Back” Policy

The Company’s incentive-based compensation plans are intended to align the interests of the Company’s executive officers and Shareholders through equity and other performance-based compensation plans. The Company’s Executive Compensation Recovery Policy (the “Recovery Policy”) was adopted in 2017 by the Company, which provides for the right to recover performance-based compensation from the CEO, the CFO or any other officer of the Company that has engaged in fraud, theft, embezzlement, serious misconduct or negligence (collectively, “Misconduct”) irrespective of whether it directly caused or directly contributed to the need for a material restatement (a “Material Restatement”) of the Company’s financial results in order to comply with applicable securities laws.

The Recovery Policy is administered by the independent members of the Board and any determinations made by the independent members of the Board shall be deemed conclusive and binding on all individuals covered by the Recovery Policy.

The Recovery Policy is triggered (i) if the Company is required by applicable securities laws to materially restate previously issued financial statements and the Misconduct of an officer of the Company directly contributed to the need for such Material Restatement; or (ii) in the event an officer of the Company has engaged in Misconduct, irrespective of whether such officer caused or directly contributed to the need for a Material Restatement.

Within three months of the discovery of a Material Restatement or Misconduct, irrespective of whether such Misconduct directly caused or contributed to the need for a Material Restatement, the Board may, subject to applicable laws and the terms and conditions of any compensation plans, (i) seek recovery from such officer of the portion of performance-based compensation awarded to the officer during the 24 month period preceding the date on which the Company is required to prepare the accounting restatement (the “Restatement Date”), that is greater than the compensation that the officer would have been awarded had such compensation been calculated on the basis of the restated financial results (the “Attributable Portion”), in the case of incentives based on the Company’s financial performance; and (ii) cancel the Attributable Portion of any unvested equity compensation securities or claw back the Attributable Portion of any vested and unexercised equity compensation securities that are outstanding on the Restatement Date that were awarded to an officer during the 24 month period preceding the Restatement Date and require that the officer repay the Attributable Portion of the after-tax amount of any gain on the exercise or settlement of any equity compensation securities exercised or settled within 12 months from the end of the financial period subject to the financial restatement.

In addition to seeking recovery of the Attributable Portion, cancelling or clawing back options or other equity awards or other unpaid incentive awards, the independent members of the Board may dismiss the officer in accordance with the terms of the officer’s employment agreement and applicable law, authorize legal action for breach of fiduciary duty, or take other action to enforce the officer’s obligations to the Company as it may fit in the facts of the particular case.

External Advice

The CHRC periodically engages an independent advisor to assist the CHRC in aligning the Company’s compensation programs to its stage of development, from project developer to producer, while also maintaining alignment with our Shareholders.

Since 2010, the CHRC has engaged the services of Lane Caputo Compensation Inc. (“Lane Caputo”), an independent executive compensation and governance advisor. Lane Caputo is a premium executive compensation consulting firm with expertise in the mining sector. In 2021 and 2022, the CHRC engaged Lane Caputo to review the Company’s compensation philosophy and strategy, inclusive of the peer group of companies against which MAG benchmarks executive and director compensation (see Comparator Group below, under Compensation Discussion and Analysis), perform a detailed review of both executive and director compensation and perform an in-depth risk assessment of the Company’s compensation program.

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2023 Management Information Circular

The CHRC considers the information provided by Lane Caputo, among other factors, when making recommendations to the Board for approval.

Fees for External Advice

The following table summarizes the services provided by Lane Caputo to the CHRC and associated professional fees during 2022 and 2021.

Lane Caputo reports directly to the CHRC and any non-compensation related work, or work for management by Lane Caputo, must be pre-approved by the CHRC.

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

The principal goal of the Company’s executive compensation program is to achieve positive outcomes for its stakeholders. The Company’s compensation philosophy reflects this goal, and is based on the following fundamental principles:

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2023 Management Information Circular

Based on this compensation philosophy, the objectives of the NEO compensation program have been defined as follows:

Compensation Benchmarking

The CHRC, as part of its compensation review process and with the assistance of its external compensation advisor, benchmarks the compensation levels and practices of companies that are considered reasonably similar to the Company. Compensation reviews are typically performed on a biennial basis. In selecting a group of companies and/or sectors to benchmark, the CHRC will consider characteristics and variables such as:

The compensation benchmark information derived from such sources will not necessarily be directly acted upon by the CHRC but will be one of several factors the CHRC will consider from time to time in its review of executive compensation.

To inform compensation-related decisions for 2022, the CHRC, with the assistance of Lane Caputo, developed a peer group of mining companies (the “Compensation Peer Group”) against which to benchmark compensation practices. The selection criteria that the CHRC considered, and the resulting peer group are outlined below.

MAG Silver Corp.

2023 Management Information Circular

Components of Compensation

The Company’s executive compensation program for the financial year ended December 31, 2022 consisted primarily of the following elements:

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Pension, Benefits and Perquisites

The Company does not currently have a pension plan or post-employment compensation and benefits in place for any of its employees. The Company provides various employee benefit programs to its executives (including, but not limited to, medical health insurance, dental insurance and life insurance), which are substantially the same as those provided to all other employees of the Company.

Target NEO Pay Mix

The overall NEO compensation mix is purposely balanced between fixed components (base salary) and at-risk components (non-equity annual incentive payments and long-term equity incentives).

Summarizing the NEO total 2022 compensation by category provides the following analysis of compensation considered not at-risk and at risk:

2022 Compensation Details

Base Salaries

Effective January 1, 2022, Messrs. Paspalas, Taddei and Curlook were each awarded a base salary increase of 6.3%, 6.4% and 6.0%, respectively, reflective of cost of living/inflation increases. Mr. Mallory was hired effective October 15, 2021 at an initial annual base salary of $300,000 which was subsequently adjusted to $330,000 effective April 1, 2022. Dr. Megaw continued to be remunerated on a fixed daily rate basis in 2022 (see Daily Rate (CXO) below).

Daily Rate (CXO)

Dr. Megaw’s exploration services are remunerated under the terms of a Field Services Agreement (“FSA”) between the Company, IMDEX Inc. (“IMDEX”) and Minera Cascabel S.A. de C.V. (“Cascabel”) - (see Interest of Informed Persons in Material Transactions below). The annual cash-based compensation paid to Dr. Megaw as CXO, is paid to IMDEX, a company in which he is a principal, based on fair value market rates and Dr. Megaw’s submission of invoices for services rendered.

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2023 Management Information Circular

Effective January 1, 2022, Dr. Megaw’s daily rate was increased by approximately 6.1% from US$1,470 to US$1,560, reflective of a cost of living/inflation increase. Effective January 1, 2023, Dr. Megaw’s daily rate was increased by approximately 4.5% from US$1,560 to US$1,630, reflective of a cost of living/inflation increase. As Dr. Megaw only charges for days worked, the amount of annual compensation for his daily work will vary based on the number of days invoiced to the Company. In 2022, Dr. Megaw invoiced the Company for 203 days, as compared to 198 days in the prior year.

Short-term Incentives

The short-term incentives awarded to the NEOs in 2022 were as follows.

(1) Dr. Megaw is remunerated under the FSA based on the number of days worked as described above, and his target bonus was determined based on a notional salary equivalent of $418,018 (US$316,380).

(2) Mr. Di Trapani was appointed CFO on May 20, 2022; his STI payment has been prorated to reflect his length of employment during the year.

(3) Target STI values are considered by the CHRC to be the maximum earnable, absent exceptional circumstances.

2022 Individual Performance Objectives

With respect to the 2022 NEO IPOs, the CHRC and the Board concluded that the NEOs broadly met the majority of their 2022 targets. As Mr. Larry Taddei ceased to be employed as CFO effective May 20, 2022, the CHRC and the Board did not conduct an assessment with respect to his 2022 IPOs. The NEO assessments of 2022 IPOs reflect the following key milestones:

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2023 Management Information Circular

(1) The gravity recovery and debottlenecking components of Mr. Paspalas’ IPO were not fully completed by the end of 2022 due to the delay in the commissioning of the processing plant, which in turn was delayed due to the extended timing for the final electrical grid tie-in resulting from additional testing and requirements imposed by the state-owned power company, the Comisión Federal de Electricidad (CFE).  In determining a rating of target for this component of Mr. Paspalas’ IPO, the CHRC considered a number of factors, including Mr. Paspalas’ efforts surrounding the expansion of the side stream processing at Fresnillo’s adjacent Fresnillo and Saucito processing plants to mitigate the impact of the delayed connection to the national electrical grid, and the fact that Mr. Paspalas cannot control the timing and scope of the CFE testing and connection protocols.

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2022 Corporate Performance Objectives

Equity-Based Incentives

The LTIP program rewards our NEOs for future performance by incentivizing shareholder value creation. Our CHRC, working with its independent compensation consultant, reviews the LTIP program annually, including the long-term equity incentive target, and the appropriate unit mix and, where appropriate, performance measures. The CHRC makes recommendations to the Board with respect to the amount (based on a percentage of base salary) and nature of the grants to be given to each participant. For 2022 the CHRC determined that awards for the NEOs would comprise a mix of 50% PSUs, 25% RSUs and 25% Options, with RSUs and Options vesting ratably over three years. For PSUs granted to our NEOs in 2022, the CHRC determined that the performance conditions and vesting schedules (all measured over three-year performance periods) underlying the grants would be as follows:

MAG Silver Corp.

2023 Management Information Circular

For the PSUs awarded on February 26, 2020 that have vested on February 26, 2023, vesting was contingent upon three equally weighted conditions: (1) relative TSR performance of the Company at the end of the three-year performance period, as compared to the performance of the GDXJ; (2) funding to commercial production with a sound balance sheet; and (3) commercial production of the Juanicipio processing plant. At the end of the performance period, MAG’s share price has outperformed the GDXJ by over 150% and the Company is sufficiently financed to achieve commercial production at Juanicipio but had yet to achieve commercial production prior to the end of the performance period. As a result of the assessed performance versus the performance conditions set out in the PSU grants, 100% of the PSUs associated with the achievement of commercial production at Juanicipio have been forfeited and cancelled.

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Performance Graph

The following graph compares the cumulative Shareholder return on a $100 investment in Common Shares of the Company to the cumulative Shareholder return for the S&P/TSX Composite Index and for the GDXJ Index, each for the five-year period ended December 31, 2022.

The S&P/TSX Composite Index provides investors with an indicator of market activity for Canadian equity markets and is the primary gauge for Canadian-based, TSX listed companies. The index is designed to offer the representation of a broad benchmark index and includes the securities of companies in a wide variety of industries and is not specific to the mining or silver industry.

The GDXJ is an exchange traded fund (“ETF”) and is compiled of stocks from small and medium-capitalization companies in the gold and/or silver mining industry, more closely resembling the business of the Company. The Company therefore believes tracking its share price against the GDXJ is a more appropriate measure of the relative market performance of the Company.

Reported total compensation for the Company’s CEO is overlaid on the performance chart below, allowing the reader to assess changes in CEO compensation, relative to the analysis of Shareholder returns.

(1) Reported total compensation (includes base salary, short-term incentives paid, and equity grants valued at ‘fair value’ as at date of grant).

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2023 Management Information Circular

Comparison of Cumulative Total Return

From January 1, 2018 to December 31, 2022, the share price of the Company increased by 36.28%, compared to an increase in the S&P/TSX Composite Index of 19.47% and an increase in the GDXJ Index of 17.86% during the corresponding five-year period. During this period in which the Company outperformed the GDXJ and the S&P/TSX Composite Index, the compensation of the Company’s CEO has increased by 25.01%.

The NEO compensation is not solely correlated with share price market performance. In determining overall compensation, the CHRC also considers numerous factors outside the control of the Company that can affect the Company’s share price (commodity prices, threats to global economic stability and growth, etc.). In addition, Fresnillo is the operator of the Company’s 44% interest in the Juanicipio Project, and therefore the Company is reliant on Fresnillo to a considerable extent to advance the project in a timely and efficient fashion.

Summary Compensation Table

The following table contains a summary of the compensation paid to the NEOs of the Company during the three most recently completed financial years:

MAG Silver Corp.

2023 Management Information Circular

The Company has calculated the “grant date fair value” amounts for Options in column (e) using the Black-Scholes-Merton model, a mathematical valuation model as described in note (2) above. Calculating the value of Options using this methodology is very different from a simple “in-the-money” value calculation. For example, Options that are well out-of-the-money, may still have had a significant “grant date fair value” based on a Black-Scholes-Merton valuation, especially where, as in the case of the Company, the price of the share underlying Option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money Option value calculation. The value of the in-the-money Options currently held by each NEO as at the end of the current financial year, is set forth in column (e) of the Outstanding Option-Based Awards table below.

Disclosure Respecting Equity Compensation Arrangements

The Company currently has three equity compensation plans in place: the Option Plan, the Share Unit Plan and the DSU Plan (together, the “Equity Incentive Plans”). Each of these plans was approved by the Shareholders in 2020, and the unallocated entitlements under each of the plans are subject to re-approval by the Shareholders of the Company in 2023 at the Meeting.

On May 8, 2023, the Board approved certain amendments of a “housekeeping” nature to each of the Option Plan, Share Unit Plan and DSU Plan. The Option Plan, Share Unit Plan and DSU Plan, each marked to illustrate these amendments, are appended hereto as Exhibits A, B and C, respectively, and the nature of such amendments are summarized as follows:

MAG Silver Corp.

2023 Management Information Circular

Under the Option Plan, grants of Options are typically made upon the commencement of an executive’s employment with the Company. Additional grants may be made at the discretion of the Board based on the individual’s level in the Company, contribution to corporate performance and the overall competitiveness of the executive compensation package. The Board determines the exercise price of Options at the time of grant, provided that the exercise price may not be lower than the market price. The Board also has the discretion to determine the term of Options, which is not to exceed five years, and vesting provisions, which must not be less than over three years.

Within the Share Unit Plan, PSUs are designed to motivate and reward executives based on individual and corporate performance, while RSUs provide a measure of retention incentive for executives while still being linked to Shareholder value creation. PSUs vest in accordance with a performance period (typically three years). PSUs may, or may not, vest based on performance against pre-established targets or milestones set at the beginning of each performance period. The number actually vesting will be in a range of 0-150% of the number awarded (0-200% for awards made in 2023 and later), based on the CHRC’s determination of actual performance against these pre-established targets and milestones. Unless specified otherwise at the time of grant, RSUs vest over three years.

The DSU Plan has been established to promote a greater alignment of long-term interests between participants and the Shareholders of the Company and to provide a compensation system for participants that, together with the other compensation mechanisms of the Company, is reflective of the responsibility, commitment and risk accompanying Board membership and the performance of the duties required of participants. The Board uses the DSUs issuable under the DSU Plan as part of the Company’s overall equity compensation plan. Since the value of DSUs increases or decreases with the price of the Common Shares, DSUs reflect a philosophy of aligning the interests of the participants with those of the Shareholders by directly tying compensation to share price performance.

The following table summarizes the key aspects of each plan.

Option Plan

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Share Unit Plan

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DSU Plan

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Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards

The following table sets out, for each NEO, the Option-based and share-based awards outstanding as at December 31, 2022 and their market value as of the same date.

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Value Vested or Earned During the Year

The following table sets forth, for each NEO, the value of all incentive plan awards vested or earned during the year ended December 31, 2022. The value of the Option-based awards vested during the year in the table below is the difference between the closing price of a Common Share of the Company on the TSX at the close of the particular 2022 vesting date and the exercise price of the Option. The value of the share unit-based awards vested during the year in the table below is the closing price of a Common Share of the Company on the TSX as at the 2022 vesting date. The non-Equity Incentive Plan compensation earned during the year in the table below represents the NEOs 2022 annual short-term incentive.

(1) Mr. Di Trapani was appointed CFO on May 20, 2022, and his non-equity incentive was prorated accordingly.

(2) Mr. Taddei ceased to be employed by the Company effective May 20, 2022, the values in the chart above include outstanding equity awards that vested upon his departure.

(3) Dr. Megaw is remunerated under the FSA as described above and his CXO bonus was paid as US$138,818 through IMDEX Inc., a Company in which Dr. Megaw is a principal.

Annual Burn Rate of the Equity Compensation Plans

The following table sets forth the total number of Option, RSU, PSU and DSU awards intended for or granted in each of the past three years (to all NEOs, directors and all other Equity Incentive Plan participants combined), and the potential dilutive effect of such awards assuming that each is settled in Common Shares of the Company:

(1) The burn rate for a given year is calculated by dividing the number of Options, share unit awards or DSUs granted during the year or for the period, by the weighted average number of Common Shares outstanding during the year or for the period.

(2) DSUs granted include DSUs granted in lieu of retainer for those directors that so elected under the Company’s DSU Plan.

(3) The number PSUs to vest is subject to performance factors, resulting in a PSU vesting distribution range in 2020 from 50% to 150% and in 2022 from 50% to, in very limited circumstances, 200%. A PSU multiplier of 0.5 times and 1.5 times, has therefore been assigned to the PSUs for these years, to reflect the possible range of ultimate PSUs that will vest.

MAG Silver Corp.

2023 Management Information Circular

The total annual burn rate of all the combined equity awards granted in each year 2022, 2021 and 2020 is:

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY INCENTIVE PLANS

Equity Compensation Plan Information

The following table provides information regarding the number of securities authorized for issuance under the Option Plan, Share Unit Plan, and DSU Plan, as at the end of the Company’s most recently completed financial year ended December 31, 2022, at which time there were 98,956,908 shares issued and outstanding:

Termination and Change of Control Benefits

Written employment agreements are in place between the Company and each of the NEOs, other than Dr. Megaw, whose services are contracted under the terms of an FSA between the Company and IMDEX (see Interest of Informed Persons in Material Transactions below) and Larry Taddei, who ceased to be employed by the Company effective May 20, 2022.

The employment agreements prescribe the terms of employment for each of Messrs. Paspalas, Di Trapani, Mallory and Curlook and, amongst other things, set out their base salary and eligibility for incentive-based awards (annual discretionary bonus and annual equity incentive grants).

For purposes of the following employment agreements, a “Change of Control” includes the acquisition by a person of 50% or more of the Common Shares of the Company; certain transactions (e.g., reorganization, merger, amalgamation, plan of arrangement, consolidation or sale of all or substantially all of the Company’s assets) that result in a person owning more than 50% of the Common Shares of the Company or the reorganized entity; a Shareholder approved liquidation or dissolution of the Company; and the individuals comprising the Board ceasing to constitute at least a majority of the Company’s Board (provided, however, that any subsequent directors whose election is approved by a vote of at least two-thirds of the directors then comprising the incumbent Board shall be considered as though such individuals were members of the incumbent Board unless assumptions of office occurred as a result of a proxy contest).

MAG Silver Corp.

2023 Management Information Circular

These employment agreements may be terminated by the Company at any time. Under the terms of these agreements, the NEOs are provided with specific payments in the event of termination as follows:

Mr. George Paspalas:

Termination for Cause: The Company is not required to make any additional payments.

Termination without Cause: The Company is required to pay an amount equal to two times the sum of annual base salary, and an amount equal to two times the sum of his target bonus for the year in which the termination occurs.

Change of Control: In the event that his employment agreement is terminated without Cause within six months of a Change of Control, the Company is required to pay an amount equal to two times the sum of annual base salary, and an amount equal to two times the sum of his target bonus for the year in which the termination occurs. Any outstanding Options, rights or other entitlements for the purchase or acquisition of securities become fully vested on the date of termination and any unexercised portion of such Options or other securities will be exercisable for 90 days.

Mr. Fausto Di Trapani:

Termination for Cause: The Company is not required to make any additional payments.

Termination without Cause: The Company is required to pay an amount equal to nine months’ base salary, plus an additional one month for each full year of service, to a maximum of 12 months total.

Change of Control: In the event that his employment agreement is terminated without Cause within six months of a Change of Control, the Company is required to pay an amount equal to one and a half times the sum of annual base salary, and an amount equal to the bonus paid in the previous year or in the event that no previous bonus was paid, an amount equal to the target bonus. Any outstanding Options, rights or other entitlements for the purchase or acquisition of securities become immediately fully vested on the date of termination and any unexercised portion of such Options or other securities will be exercisable for 90 days.

Mr. Jim Mallory:

Termination for Cause: The Company is not required to make any additional payments.

Termination without Cause: The Company is required to pay an amount equal to nine months’ base salary, plus an additional one month for each full year of service, to a maximum of 12 months total.

Change of Control: In the event that his employment agreement is terminated without Cause within three months of a Change of Control, the Company is required to pay an amount equal to the sum of his annual base salary in affect for that fiscal year, plus the annual bonus paid to him for the previously completed fiscal year. Any outstanding Options, rights or other entitlements for the purchase or acquisition of securities become immediately fully vested on the date of termination and any unexercised portion of such Options or other securities will be exercisable for 90 days.

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2023 Management Information Circular

Mr. Michael Curlook:

Resignation or Retirement: The Company is required to pay an amount equal to the annual bonus paid to such person in respect of the most recently completed fiscal year preceding the date of termination for which a bonus was paid multiplied by a fraction, the numerator of which is the number of days between the first day of the fiscal year in which such NEO resigns and the last day of the notice period and the denominator of which is 365.

Termination for Cause: The Company is not required to make any additional payments.

Termination without Cause: The Company is required to pay an amount equal to three months of his annual base salary, plus one additional month for each full year of service to a maximum of 18 months. NEO is paid an amount equal to the annual bonus paid to such NEO in respect of the most recently completed fiscal year preceding the date of termination for which a bonus was paid multiplied by a fraction, the numerator of which is the number of days between the first day of the fiscal year in which such NEO is terminated and the date of termination and the denominator of which is 365 (assuming the bonus for the current year has not been paid).

Change of Control: In the event that his employment agreement is terminated within three months of a Change of Control[1], the Company is required to pay an amount equal to the sum of his annual base salary in affect for that fiscal year, plus the annual bonus paid to him for the previously completed fiscal year. Any outstanding Options, rights or other entitlements for the purchase or acquisition of securities become immediately fully vested on the date of termination and any unexercised portion of such Options or other securities will be exercisable for 90 days.

An estimate of the amount of these payments, assuming that the triggering event giving rise to such payments occurred on December 31, 2022, is set out in the table below and is more fully described in the section that follows.

__________________________

1 Mr. Curlook’s single-trigger Employment Agreement is a legacy agreement with the Company.

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(1) The FSA with IMDEX does not include Termination and Change of Control benefits.

(2) Represents prorated bonus earned in 2022.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND OTHERS

No current or former executive officer, director or employee of the Company or any of its subsidiaries, or any proposed nominee for election as a director of the Company, or any associate or affiliate of any such executive officer, director, employee or proposed nominee, is or has been indebted to the Company or any of its subsidiaries, or to any other entity that was provided a guarantee, support agreement, letter of credit or other similar arrangement by the Company or any of its subsidiaries in connection with the indebtedness, at any time since the beginning of the most recently completed financial year of the Company.

MANAGEMENT CONTRACTS

Management functions of the Company or any of its subsidiaries are not, to any substantial degree, performed by a person other than the directors or executive officers of the Company or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Information Circular, no informed person of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or will materially affect the Company or any of its subsidiaries, except as follows:

Dr. Peter Megaw, Chief Exploration Officer

Dr. Peter Megaw, of Arizona, USA, is a principal of Cascabel and IMDEX. The Company is obligated to pay a 2.5% NSR royalty on the Cinco de Mayo Project to Cascabel and its principals under the terms of an option agreement dated February 26, 2004, and under the terms of assignment agreements entered into by Cascabel with its principals and their representatives.

In addition, Cascabel and IMDEX have been and continue to be retained by the Company as consulting geological firms compensated at industry standard rates, for any exploration work performed in Mexico. In addition to fees paid to IMDEX related to Dr. Megaw as an NEO in the capacity of CXO (and as outlined above in the Statement of Executive Compensation), during the year ended December 31, 2022, the Company accrued or paid Cascabel and IMDEX the following additional amounts under an FSA between the parties: general exploration, consulting, travel and administration fees of US$226,588. These costs do not include drilling and assays, which are contracted out independently from Cascabel and IMDEX.

The FSA sets out the professional services to be performed by Dr. Megaw and by Cascabel and IMDEX, and the remuneration for such services. Services include but are not limited to consultation and advice on the Company’s exploration programs and furnishing all labor, supervision, materials, tools, equipment and additional personnel when deemed necessary. The services provided do not include drilling and assay work, and a significant portion of the expenditures incurred by Cascabel and IMDEX on behalf of the Company are charged on a “cost + 10%” basis, in line with industry standards. The FSA is renewed annually and is reviewed regularly by independent members of the Board. The Company has determined that the rates charged by Cascabel and IMDEX are market competitive and that the services provided under the agreement have been beneficial to the Company.

MAG Silver Corp.

2023 Management Information Circular

Within the FSA between the Company and Cascabel/IMDEX, a ‘right of first refusal’ has been granted to the Company to acquire any silver properties of merit which Cascabel/IMDEX may become aware of. As part of this agreement, Cascabel/IMDEX have agreed to grant the Company the right of first refusal to examine all silver properties currently in their control or brought to their attention by others. The Company, and solely at the Company’s discretion, may lease, option, purchase, joint venture or otherwise acquire an interest in such silver properties as may be known or offered by Cascabel/IMDEX to the Company. In recognition of the work carried out by Cascabel/IMDEX to introduce such properties to the Company, a reasonably negotiated finder’s fee may be payable by the Company to Cascabel on any new property of merit, but no portion would be attributable or payable to Dr. Megaw.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or executive officer of the Company at any time since the beginning of the Company’s most recently completed financial year, no proposed nominee for election as a director of the Company and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, and except for any interest arising from the ownership of shares of the Company where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all Shareholders in the capital of the Company.

ADDITIONAL INFORMATION

A copy of this Information Circular has been sent to each director of the Company, each Shareholder entitled to receive notice of, and to vote at, the Meeting and to the auditors of the Company.

Additional information relating to the Company and its business activities is available under the Company’s profile on the SEDAR website at www.sedar.com.

The Company’s financial information is provided in the Company’s audited consolidated financial statements and related management discussion and analysis for its most recently completed financial year. The Company’s audited financial statements for the period ended December 31, 2022 and related management discussion and analysis may be viewed on the SEDAR website noted above. To request copies of the Company’s audited financial statements and related management discussion and analysis, please contact the Company at Suite 770 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6, telephone (604) 630-1399, facsimile (604) 681-0894, e-mail info@magsilver.com.

MAG Silver Corp.

2023 Management Information Circular

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Information Circular have been approved, and the delivery of it to each Shareholder of the Company entitled thereto, to the Company’s auditors and to the appropriate regulatory agencies has been authorized by the Board.

DATED as of the 8th day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF

MAG Silver Corp.

2023 Management Information Circular

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EXHIBIT A – BLACKLINED OPTION PLAN

MAG SILVER CORP.

THIRD AMENDED AND RESTATED STOCK OPTION PLAN

Adopted by the Board of Directors on May 13, 2017 As Amended and Restated on May 10, 2017 and Amended May 8, 2023 ARTICLE 1.

PURPOSE OF THE PLAN

The purpose of the Plan is to provide key Employees and Directors of the Company and its Subsidiaries and Consultants with compensation opportunities that will reward the creation of shareholder value over the long-term and enhance the Company's ability to attract, retain and motivate key personnel and reward significant performance achievements.

ARTICLE 2. INTERPRETATION

Where used herein, the following terms shall have the following meanings, respectively:

"Blackout Period" means a period during which an Option Holder is to refrain from trading in the Company's securities pursuant to a restriction imposed by the Company on all or any of its Employees, insiders or persons in a "special relationship" (as defined in the Securities Act) with the Company;

"Board" means the board of directors of the Company;

"Business Day" means any day, other than a Saturday or Sunday, on which the principal organized trading facility on which the Shares are listed, which as of the date hereof is the TSX, is open for trading;

"Change of Control" shall have the meaning attributed thereto in Section 9.2;

"Code" means the Internal Revenue Code of 1986, as amended;

"Committee" shall have the meaning attributed thereto in Section 3.1;

"Company" means MAG Silver Corp. and includes any successor corporation thereof;

"Consultant" means an individual who:

and includes a corporation of which the individual is an employee or shareholder or a partnership of which the individual is an employee or partner (a "Consultant Entity").

“Director” means any director of the Company or any Subsidiary;

"Disability" means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than twelve months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines constitutes a disability;

"Effective Date" means May 13, 2014 or such later date that this Plan has received the requisite approval of shareholders at a duly called meeting of the shareholders of the Company;

"Eligible Person" means any Director, Employee or Consultant;

"Employee" means:

and includes a corporation wholly-owned by such individual;

"Exercise Period" means the period of time during which an Option granted under this Plan may be exercised;

"Grant Date" means, for any Option, the date specified by the Committee at the time it grants the Option (which cannot be earlier than the date on which the Option was granted) or, if no such date is specified, the date on which the Option was granted;

"Insider" means

an "insider" as defined in TSX policies relating to security-based compensation arrangements;

"Market Price" in respect of Shares means:

"Option" means an option to purchase Shares granted under the Plan;

"Option Document" means an agreement, certificate or other type of form of document or documentation approved by the Committee which sets forth the terms and conditions of an Option; such document or documentation may be in written, electronic or other media, may be limited to a notation on the books and records of the Company and, unless the Committee requires otherwise, need not be signed by a representative of the Company or the Option Holder;

"Option Holder" means a person to whom an Option has been granted;

"Option Price" means the price per share at which Shares may be purchased under any Option, as the same may be adjusted from time to time in accordance with Section 9.1;

"Parent" means a corporation that owns 50% or more of the total combined voting power of all classes of stock of the Company;

"Plan" means this third amended and restated stock option plan, as the same may be further amended and restated, amended or varied from time to time;

"Post-Blackout Period Price" means the Market Price of the Shares on the first Business Day following the date on which the relevant Blackout Period has expired;

"Regulatory Approvals" means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder;

"Regulatory Authorities" means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder;

"Securities Act" means the Securities Act (British Columbia), RSBC 1996, c.418, as from time to time amended;

"Regulatory Rules" means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including those of the applicable Regulatory Authorities; "Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan, share unit plan, deferred share unit plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including a share purchase from treasury which is financially assisted by the Company by way of loan, guarantee or otherwise, but excludes any options, Shares, share units, deferred share units or award involving the issuance or potential issuance of Shares granted or issued in reliance on Section 613(c) of the TSX Company Manual (as defined below);

"Shares" means the common shares of the Company or, in the event of an adjustment contemplated by Section 9.1, such other shares or securities to which an Option Holder may be entitled upon the exercise of an Option as a result of such adjustment;

"Subsidiary" means any body corporate which is a "subsidiary" as such term is defined in the Business Corporations Act (British Columbia), as the same may be amended from time to time;

"Termination Date" means:

"TSX" means The Toronto Stock Exchange; and

"TSX Company Manual" means the Company Manual of the TSX, as amended from time to time, including such staff notices of the TSX from time to time which may supplement the same.

In this Plan, unless otherwise expressly stated or the context otherwise requires:

ARTICLE 3. ADMINISTRATION OF THE PLAN

Subject to Section 3.2, this Plan will be administered by the compensation committee of the Board (the "Committee") and the Committee has sole and complete authority, in its discretion, to:

The Committee's determinations and actions within its authority under this Plan are conclusive and binding on the Company and all other persons. The day-to-day administration of this Plan may be delegated to such officers, Employees and agents of the Company or its Subsidiaries as the Committee determines. The Committee may also appoint or engage a trustee, custodian or administrator to administer or implement this Plan.

The Board may revoke the Committee's authority hereunder at any time in the Board's sole and absolute discretion and, in such event, the Board may exercise the powers, and/or delegate to such other committee of the Board as the Board considers appropriate, all or any of the powers, conferred on the Committee under this Plan. In such event, the Board and/or the committee to which the Board has delegated such powers, will exercise the powers conferred on the Committee under this Plan. Any decision made or action taken by the Board and/or any committee to which the Board has delegated its powers hereunder arising out of or in connection with the administration or interpretation of this Plan in this context will be final and conclusive.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided for in Section 9.1 hereof, the maximum number of Shares that may be issued or issuable under the Plan shall be a number equal to 5%  of the number of issued and outstanding Shares on a non-diluted basis at any time, provided that (a) the number of Shares issued or issuable under all Share Compensation Arrangements (excluding the Company’s Deferred Share Unit Plan, as amended) shall not exceed 5% on a non-diluted basis, and (b) the number of Shares issued or issuable under all Share Compensation Arrangements (including the Company’s Deferred Share Unit Plan, as amended) shall not exceed 6% on a non-diluted basis.

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

ARTICLE 5. ELIGIBILITY, GRANT AND TERMS OF OPTIONS

Subject to the provisions of the Plan, Options may only be granted to Eligible Persons.

Subject to the other provisions of this Article 5, the Committee shall determine the number of Shares subject to each Option, the Option Price, the expiry date, the extent to which each Option is exercisable from time to time during the term of the Option and other terms and conditions relating to each such Option; provided, however, that if no specific determination is made by the Committee with respect to the expiry date, the period during which an Option shall be exercisable shall be five years from the date the Option is granted to the Option Holder. Without limiting the generality of the foregoing, Options may be granted by the Committee from time to time in accordance with this Article 5 during a Blackout Period, provided that in no event shall such Options be exercisable until after the Option Price applicable to such Options is fixed by the Committee in accordance with Section 5.3.

The Option Price shall in no circumstances be lower than the Market Price of the Shares at the Grant Date. No grant of Options shall be made during a Blackout Period, except where the Blackout Period has continued for at least three months prior to the Grant Date and the Committee has determined that such grant of Options is necessary to achieve the purposes of this Plan. If the Committee grants Options during a Blackout Period, the Option Price fixed by the Committee on Shares which are the subject of such Options shall be equal to the greater of (i) the Market Price of the Shares at the date of the grant of the Options, and (ii) the Post-Blackout Period Price following the end of such Blackout Period..

Subject only to Section 5.5, in no event may the term of an Option exceed five years from the Grant Date.

Notwithstanding anything else contained herein, if the term of an Option held by an Option Holder expires during or within 10 Business Days of the expiration of a Blackout Period applicable to such Option Holder, then the term of such Option or the unexercised portion thereof, as applicable, shall be extended to the close of business on the tenth Business Day following the expiration of the Blackout Period; provided that, in the case of any Option Holder who is a citizen or permanent resident of the United States for purposes of the Code or for whom the compensation subject to deferral under this Plan would otherwise be subject to income tax under the Code, no extension shall be permitted if such extension would violate Section 409A of the Code.

Options will vest and be exercisable in the manner determined by the Committee and specified in the applicable Option Document. Subject to Section 9.2, once an Option becomes exercisable, it remains exercisable until expiration or termination of the Option, unless otherwise specified by the Committee in connection with the grant of such Option or at the time of an accelerated vesting. Each Option may be exercised at any time or from time to time, in whole or in part, for up to the total number of Shares with respect to which it is then exercisable. Notwithstanding anything else contained herein, Options may not be exercised during a Blackout Period unless the Committee determines otherwise.

The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Option Holder under Section 10.2 of this Plan.

Subject to Section 9.1, in no event may outstanding Options granted under this Plan be repriced.

All grants of Options will be evidenced by Option Documents. Such Option Documents will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Committee may direct. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms of this Plan. In the event of conflict between the terms of an Option Document and the terms of this Plan, the terms of this Plan shall prevail and the Option Document shall be deemed to have been amended accordingly.

Notwithstanding any other provision hereunder, at the discretion of the Board, non-Employee Directors may receive a grant of Options under the Plan upon such non-Employee Director’s first election or appointment to the Board provided that the equity award value (based on grant date fair value) in connection with such grant of Options may not, when combined with any Shares issuable to such non-Employee Director under any other Share Compensation Arrangement, have an aggregate equity award value in excess of $150,000.

ARTICLE 6. TRANSFERABILITY

An Option is personal to the Option Holder and is non-assignable and non-transferable. No Option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of by the Option Holder, whether voluntarily or by operation of law, otherwise than by testate succession, will or the laws of descent and distribution, and any attempt to do so will cause such Option to terminate and be null and void. During the lifetime of the Option Holder, an Option shall be exercisable only by the Option Holder and, upon the death of an Option Holder, the person to whom the rights shall have passed by testate succession or by the laws of descent and distribution may exercise any Option in accordance with the provisions of Section 7.2(b) or 7.4(b), as applicable.

ARTICLE 7. TERMINATION OF EMPLOYMENT OR SERVICES; DEATH AND DISABILITY

An Option, and all rights to purchase Shares pursuant thereto, granted to an Eligible Person shall expire and terminate immediately upon the Option Holder ceasing to be an Eligible Person, other than in the circumstances referred to in Sections 7.2, 7.3 and 7.4.

If, before the expiry of an Option in accordance with its terms, the employment or term of office of an Option Holder that is an Employee terminates for any reason whatsoever other than termination by the Company or the Subsidiary for cause (for this purpose, as determined by the Committee in its discretion), but including (i) the termination by the Company or Subsidiary without cause; or (ii) the voluntary resignation by the Option Holder; or (iii) the termination of employment or term of office by reason of the death or Disability of the Option Holder, the Options held by such former Employee that are exercisable at the Termination Date continue to be exercisable by the Option Holder as follows:

Notwithstanding the foregoing, the Committee shall have the discretion to extend any of the periods set forth at (a) through (c) above. Unless otherwise determined by the Committee in its discretion, any Options held by the Option Holder that are not exercisable at the Termination Date immediately expire and are cancelled on the Termination Date.

Where, in the case of an Option Holder that is an Employee, an Option Holder's employment or term of office is terminated by the Company or any Subsidiary for cause (for this purpose, as determined by the Committee in its discretion), then any Options held by the Option Holder, whether or not exercisable at the Termination Date, shall immediately expire and be cancelled on such Termination Date, unless otherwise determined by the Committee in its discretion.

If, before the expiry of any Option in accordance with the terms hereof, a Consultant's agreement or arrangement terminates by reason of: (i) termination by the Company or any of its Subsidiaries for any reason whatsoever other than for breach or default of the consulting agreement or arrangement (whether or not such termination is effected in compliance with any termination provisions contained in the Consultant's consulting agreement or arrangement); or (ii) voluntary termination by the Consultant in accordance with the terms of the consulting agreement or arrangement; or (iii) the death or permanent disability of the Consultant, the Options held by the Consultant that are exercisable at the Termination Date continue to be exercisable by the Consultant as follows: