MAG Silver Responds to Fresnillo Decision to Withdraw "Take-Under" Bid



    VANCOUVER, June 23 /CNW/ - MAG Silver Corp. (TSX: MAG) (NYSE-A: MVG)
("MAG") responded today to Fresnillo's announcement that it has withdrawn its
"take-under" bid for MAG.
    In today's announcement Fresnillo suggested that its decision to not
proceed with its "take-under" bid was motivated by uncertainty as to when or
if the independent valuation of MAG's shares would be completed. In MAG's
view, Fresnillo's decision to withdraw was motivated by much different
considerations that Fresnillo has not been prepared to publicly acknowledge.
    As previously reported in MAG's press release of May 8, 2009, after
months of seeking to obtain from Fresnillo the critical information that
outlines the manner in which Fresnillo intends to integrate the Juanicipio
property (in which MAG owns a 44% interest) into Fresnillo's much touted
Fresnillo II regional development plan, MAG commenced proceedings before the
Ontario Securities Commission (the "OSC"). In those proceedings, MAG sought to
obtain an order compelling Fresnillo to produce the requested documents so as
to allow MAG's independent valuator, TD Securities Inc., to complete its
independent valuation. MAG and its Independent Committee have indicated to
Fresnillo, to staff of the OSC and to the OSC itself many times that MAG
wanted the independent valuation completed as quickly as possible.
    It has been enormously frustrating for MAG's Board and Independent
Committee to have had their good faith efforts stonewalled and rebuffed by
Fresnillo. Rather than cooperating with the independent valuation process,
Fresnillo instead attempted to subvert the process by proposing to provide
only a narrow subset of information relating to a fictitious stand-alone
development scenario that effectively ignores the manner in which the very
significant existing Fresnillo-owned infrastructure immediately adjacent to
the Juanicipio property and resulting coordinated development will benefit the
development of the Juanicipio property.
    In the view of MAG's Board and its Independent Committee, Fresnillo's
unwillingness to provide the requested information was motivated by a desire
to withhold from the independent valuator critical information that would
readily demonstrate the serious financial inadequacy of Fresnillo's proposed
cash offer price of US$4.54 per share. That price represented a discount to
the closing market price of MAG's shares on the trading day prior to
announcement of the Fresnillo offer and also represented a discount to the
closing price of MAG's shares on the NYSE Amex Exchange on June 19, 2009, the
last trading day prior to Fresnillo's withdrawal.
    So what motivated Fresnillo to announce today that after almost seven
months, it is throwing in the towel? On Thursday, June 18, 2009, the OSC
issued an order that compels Fresnillo to provide to MAG extensive discovery
of documents and e-mail records that are germane to Fresnillo's repeated
assertions that the critical documents described above do not exist. MAG has
stated repeatedly that it believes those assertions are wholly inaccurate and
that, in fact, Fresnillo is in possession or control of numerous documents
that demonstrate the very substantial economic benefits to both MAG and
Fresnillo of incorporating the Juanicipio property into the Fresnillo II
regional development plan. Rather than cooperate with the discovery order
issued by the OSC, Fresnillo chose to walk away from its announced offer.
    Commented Dan MacInnis, MAG's CEO: "We were surprised by Fresnillo's
announcement. For many months we have told Fresnillo that our Board would be
happy to recommend to our shareholders an offer that represents fair value for
our shareholders. We also have repeatedly indicated that a cornerstone for
that determination is an independent valuation that properly considers the
manner in which our world class asset actually will be developed, utilizing
the vast existing infrastructure in the Fresnillo area. Unfortunately,
Fresnillo flat out refused to give the independent valuator access to the
highly relevant information."
    Continued Mr. MacInnis: "This has been a challenging episode in the life
of our company. Fresnillo bought almost 20% of our shares to give it a
tactical advantage in making its offer, but then refused to comply with our
good faith informational requests tied to the independent valuation that the
law required us to commission to safeguard the interests of MAG's minority
shareholders. Fresnillo has put our Board, our Independent Committee and our
minority shareholders through the wringer and then walked away when ordered by
the OSC to comply with our request for discovery relating to the critical
missing information."
    The future looks bright for MAG's shareholders. On the trading day prior
to the date Fresnillo announced its offer, MAG's shares closed at a price of
$5.91 (US$4.75) and the spot price of silver was US$10.30 per ounce. Since the
announcement date, the silver price has increased by approximately 53%, and
the shares of a number of other Canadian listed silver exploration/development
companies have increased by an average of approximately 160%.(1) In contrast,
during the same period, the shares of MAG are only approximately 12% higher.
MAG's board believes that this discrepancy is largely attributable to the
capping effect of the Fresnillo offer.
    Commented Mr. MacInnis: "We are hopeful that our shareholders can now
benefit from the silver price rally that has occurred over the last six to
seven months. We intend to commence discussions with Fresnillo regarding the
best way to move forward with the development of our jointly owned world class
Juanicipio silver project. MAG also intends to intensify its exploration
activities on its promising portfolio of Mexican exploration properties and to
consider a number of other business development initiatives that were put on
hold in order to deal with the Fresnillo offer. We believe there are
substantial value creation opportunities ahead for our shareholders and now is
the time to capture them, free from the distractions of the Fresnillo offer."

    
    On behalf of the Board of
    MAG SILVER CORP.

    "Dan MacInnis"
    CEO & Director


    (1)  Trading data compares closing prices on the TSX/TSX-V on December 1,
         2008 to closing prices on June 19, 2009. Companies included in this
         comparison are Minco Silver Corporation, Aquiline Resources Inc.,
         Orko Silver Corp., ECU Silver Mining Inc., US Silver Corporation,
         Bear Creek Mining Corporation and Sabina Silver Corporation; trading
         and silver prices obtained from Bloomberg.

    Neither the Toronto Stock Exchange nor the New York Stock Exchange Amex
    US LLC has reviewed or accepted responsibility for the accuracy or
    adequacy of this news release, which has been prepared by management.
    

    This release includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the US Private Securities
Litigation Reform Act of 1995. All statements in this release, other than
statements of historical facts are forward looking statements, including
statements that address future mineral production, reserve potential,
exploration drilling, exploitation activities and events or developments.
Forward-looking statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "plan", "continue", "estimate", "expect",
"may", "will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "should", "believe" and similar expressions. These
statements involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from those
anticipated in such forward-looking statements. Although MAG believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from
those in the forward-looking statements. Factors that could cause actual
results to differ materially from those in forward-looking statements include,
but are not limited to, changes in commodities prices, changes in mineral
production performance, exploitation and exploration successes, continued
availability of capital and financing, and general economic, market or
business conditions, political risk, currency risk and capital cost inflation.
In addition, forward-looking statements are subject to various risks,
including that data is incomplete and considerable additional work will be
required to complete further evaluation, including but not limited to
drilling, engineering and socio-economic studies and investment. The reader is
referred to the Company's filings with the SEC and Canadian securities
regulators for disclosure regarding these and other risk factors. There is no
certainty that any forward looking statement will come to pass and investors
should not place undue reliance upon forward-looking statements.

    Cautionary Note to U.S. Investors: The U.S. Securities and Exchange
Commission permits U.S. mining companies, in their filings with the SEC, to
disclose only those mineral deposits that a company can economically and
legally extract or produce. We use certain terms in this press release, such
as "Inferred resources," that the SEC guidelines prohibit U.S. registered
companies from including in their filings with the SEC.

    Please Note:

    Investors are urged to consider closely the disclosures in MAG's annual
and quarterly reports and other public filings, accessible through the
Internet at www.sedar.com and
www.sec.gov/edgar/searchedgar/companysearch.htmlhttp://www.sec.gov/EDGAR.






For further information:

For further information: on behalf of MAG Silver Corp. - Gordon Neal, VP
Corp. Development, Website: www.magsilver.com, Phone: (604) 630-1399, Toll
free: (866) 630-1399, Email: info@magsilver.com, Fax: (604) 484-4710

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