6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For: August 15, 2022

(SEC File No. 0-50437)

#770 – 800 West Pender Street, Vancouver BC, V6C 2V6, CANADA

Address of Principal Executive Office

The registrant files annual reports under cover:		Form 20-F ☐	Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):	☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):	☐
Indicate by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934:		Yes ☐	No ☑
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibits
99.1	Unaudited Condensed Interim Consolidated Financial Statements for period ending June 30, 2022 and 2021
99.2	Management Discussion and Analysis for period ending June 30, 2022 and 2021
99.3	Form 52-109F2 CEO Certification of Interim Filings
99.4	Form 52-109F2 CFO Certification of Interim Filings

Date: August 15, 2022	MAG Silver Corp.
	"Jill Neff"
	Jill Neff
	Corporate Secretary

EX-99.1

Exhibit 99.1

  MAG Silver Corp. Unaudited Condensed Interim Consolidated Financial Statements (expressed in thousands of US dollars) For the three and six months ended June 30, 2022     Dated: August 12, 2022

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

VANCOUVER OFFICE Suite 770 800 W. Pender Street Vancouver, BC V6C 2V6 604 630 1399 phone 866 630 1399 toll free 604 681 0894 fax TSX: MAG NYSE American : MAG www.magsilver.com info@magsilver.com

MAG SILVER CORP.

Condensed Interim Consolidated Statements of Income (Loss)  and Comprehensive Income (Loss)

For the three and six months ended June 30, 2022 and 2021

(In thousands of US dollars, except for shares and per share amounts - Unaudited)

		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2022			2021			2022			2021
	Note	$			$			$			$
Income from equity accounted investment in Juanicipio	8		12,347			4,820			26,109			5,452
General and administrative expenses	4		(3,282	)		(3,029	)		(5,552	)		(5,802	)
General exploration and business development			(66	)		(33	)		(91	)		(40	)
Exploration and evaluation costs written down	9		-			-			(10,471	)		-
Operating income (loss)			8,999			1,758			9,995			(390	)
Interest income			18			42			119			127
Foreign exchange (loss) gain			(185	)		100			(204	)		148
Income (loss) before income tax			8,832			1,900			9,910			(115	)
Deferred income tax (expense) benefit			(1,270	)		1,405			332			(242	)
Income (loss) for the period			7,562			3,305			10,242			(357	)
Other comprehensive  (loss) income
Items that will not be reclassified subsequently to profit or loss:
Unrealized loss on equity securities	7		(1	)		(101	)		(59	)		(3,424	)
Net of deferred tax benefit			-			14			7			465
Other comprehensive (loss) income			(1	)		(87	)		(52	)		(2,959	)
Total comprehensive income (loss)			7,561			3,218			10,190			(3,316	)
Basic and diluted income (loss) per share			0.08			0.03			0.10			(0.00	)
Weighted average shares outstanding	11a
Basic			98,238,658			94,884,411			98,030,207			94,857,283
Diluted			98,524,121			95,235,559			98,335,822			94,857,283

See accompanying notes to the condensed interim consolidated financial statements

2

MAG SILVER CORP.

Condensed Interim Consolidated Statements of Financial Position

As at June 30, 2022 and December 31, 2021

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

 

	Note	June 30, 2022			December 31, 2021
		$			$
Assets
Current assets
Cash	5		44,655			56,748
Accounts receivable	6		2,620			2,097
Prepaid expenses			2,036			526
			49,311			59,371
Non-current assets
Investments	7		9			1,179
Investment in Juanicipio	8		316,745			291,084
Exploration and evaluation assets	3,9		29,207			20,254
Property and equipment	10		419			484
			346,380			313,001
Total assets			395,691			372,372
Liabilities
Current liabilities
Trade and other payables			1,494			1,500
Current portion of lease obligation	10		144			110
			1,638			1,610
Non-current liabilities
Lease obligation	10		215			275
Deferred income taxes			2,218			2,557
Provision for reclamation	9		409			409
			2,842			3,241
Total liabilities			4,480			4,851
Equity
Share capital	11		556,787			543,927
Equity reserve			18,855			18,215
Accumulated other comprehensive income			782			1,798
Deficit			(185,213	)		(196,419	)
Total equity			391,211			367,521
Total liabilities and equity			395,691			372,372
Commitments and contingencies	17

See accompanying notes to the condensed interim consolidated financial statements

3

MAG SILVER CORP.

Condensed Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2022 and 2021

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

		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2022			2021			2022			2021
	Note	$			$			$			$
OPERATING ACTIVITIES
Income (loss) for the period			7,562			3,305			10,242			(357	)
Items not involving cash:
Depreciation and amortization	10		34			39			68			68
Deferred income tax expense (benefit)			1,270			(1,405	)		(332	)		242
Exploration and evaluation assets written down	9		-			-			10,471			-
Income from equity accounted Investment in Juanicipio	8		(12,347	)		(4,820	)		(26,109	)		(5,452	)
Share-based payment expense	11b,c,d		708			1,485			1,205			2,678
Unrealized foreign exchange loss (gain)			201			(318	)		216			(368	)
Movements in non-cash working capital
Accounts receivable			(43	)		114			(105	)		161
Prepaid expenses			781			574			(1,509	)		(624	)
Trade and other payables			(3,196	)		128			(841	)		(168	)
Net cash used in operating activities			(5,030	)		(898	)		(6,694	)		(3,820	)
INVESTING ACTIVITIES
Exploration and evaluation expenditures	3,9		(2,549	)		(2,218	)		(3,840	)		(3,815	)
Acquisition of Gatling Exploration, net of cash acquired	3		(250	)		-			(2,653	)		-
Investment in Juanicipio	8		(104	)		(23,809	)		(189	)		(23,910	)
Proceeds from disposition of equity securities	7		-			-			1,111			3,349
Purchase of equipment	10		(13	)		-			(13	)		(4	)
Net cash used in investing activities			(2,916	)		(26,027	)		(5,584	)		(24,380	)
FINANCING ACTIVITIES
Issuance of common shares upon exercise of stock options	11a		32			117			32			192
Payment of lease obligation (principal)	10		(25	)		(18	)		(53	)		(41	)
Net cash provided by (used in) financing activities			7			99			(21	)		151
Effect of exchange rate changes on cash			346			324			206			383
Decrease in cash during the period			(7,593	)		(26,502	)		(12,093	)		(27,666	)
Cash, beginning of period			52,248			92,844			56,748			94,008
Cash, end of period			44,655			66,342			44,655			66,342

See accompanying notes to the condensed interim consolidated financial statements

4

MAG SILVER CORP.

Condensed Interim Consolidated Statements of Changes in Equity

For the three and six months ended June 30, 2022 and 2021

(In thousands of US dollars, except shares - Unaudited)

									Accumulated
		Common shares							other
		without par value				Reserve			comprehensive						Total
		Shares		Amount		Equity			income (loss)			Deficit			equity
	Note			$		$			$			$			$
Balance, January 1, 2021			94,813,122		496,604		16,906			10,628			(207,470	)		316,668
Stock options exercised	11a,b		75,066		1,315		(330	)		-			-			985
Stock options exercised cashless	11a,b		25,089		177		(177	)		-			-			-
Restricted and performance share units converted	11a,c		40,131		826		(826	)		-			-			-
Deferred share units converted	11a,d		159,810		1,663		(1,663	)		-			-			-
Share-based payment	11b,c,d		-		-		4,305			-			-			4,305
Issued for cash			2,691,000		43,242		-			-			-			43,242
Issued for property option payment			5,223		100		-			-			-			100
Transfer of gain on disposal of equity securities
at FVOCI to deficit, net of tax	7		-		-		-			(5,026	)		5,026			-
Unrealized loss on equity securities	7		-		-		-			(4,401	)		-			(4,401	)
Deferred tax benefit on unrealized securities loss	7		-		-		-			597			-			597
Income for the period			-		-		-			-			6,025			6,025
Balance, December 31, 2021			97,809,441		543,927		18,215			1,798			(196,419	)		367,521
Stock options exercised	11a,b		3,125		39		(7	)		-			-			32
Stock options exercised cashless	11a,b		16,702		165		(165	)		-			-			-
Restricted and performance share units converted	11a,c		29,482		281		(281	)		-			-			-
Deferred share units converted	11a,d		25,000		218		(218	)		-			-			-
Shares issued on acquisition of Gatling Exploration	3,11a,b		774,643		11,212		-			-			-			11,212
Shares issued in settlement of Gatling Exploration
liability	3,11a,b		63,492		945		85			-			-			1,030
Share-based payment	11b,c,d		-		-		1,226			-			-			1,226
Transfer of gain on disposal of equity securities
at FVOCI to deficit, net of tax	7		-		-		-			(964	)		964			-
Unrealized loss on equity securities	7		-		-		-			(59	)		-			(59	)
Deferred tax benefit on unrealized securities loss	7		-		-		-			7			-			7
Income for the period			-		-		-			-			10,242			10,242
Balance, June 30, 2022			98,721,885		556,787		18,855			782			(185,213	)		391,211
Six months ended June 30, 2021
Balance, January 1, 2021			94,813,122		496,604		16,906			10,628			(207,470	)		316,668
Stock options exercised	11a,b		16,386		246		(54	)		-			-			192
Stock options exercised cashless	11a,b		25,089		177		(177	)		-			-			-
Restricted and performance share units converted	11a,c		19,497		216		(216	)		-			-			-
Deferred share units converted	11a,d		80,836		902		(902	)		-			-			-
Share based payment	11b,c,d		-		-		2,678			-			-			2,678
Issued for property option payment			5,223		100		-			-			-			100
Transfer of gain on disposal of equity securities
at FVOCI to deficit, net of tax			-		-		-			(2,411	)		2,411			-
Unrealized loss on equity securities			-		-		-			(3,424	)		-			(3,424	)
Deferred tax benefit on unrealized securities loss			-		-		-			465			-			465
Loss for the period			-		-		-			-			(357	)		(357	)
Balance, June 30, 2021			94,960,153		498,245		18,235			5,258			(205,416	)		316,322

See accompanying notes to the condensed interim consolidated financial statements

5

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

1. NATURE OF OPERATIONS

MAG Silver Corp. (the “Company” or “MAG”) was incorporated on April 21, 1999 and is governed by the Business Corporations Act of the Province of British Columbia. Its shares are listed on both the Toronto Stock Exchange in Canada and the NYSE American Exchange in the United States of America.

The Company is a Canadian development and exploration company focused on becoming a top-tier primary silver mining company by exploring and advancing high-grade, district scale, silver-dominant projects in the Americas. The Company’s principal asset is a 44% interest in the Juanicipio Project (see Investment in Juanicipio, Note 8) located in Zacatecas, Mexico, which has substantially completed construction of a 4,000 tonnes per day processing plant, which will commence commissioning upon tie in to the national electrical grid expected in the third quarter of 2022. The Juanicipio Project is currently toll milling its mineralized material at two nearby Fresnillo plc (“Fresnillo”) facilities. The Company defers all acquisition, exploration and development costs related to the properties which are not yet in commercial production. The recoverability of these amounts is dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the development of the interests, and future profitable production, or alternatively, upon the Company’s ability to dispose of its interests on a profitable basis.

Address of registered office of the Company:

2600 – 595 Burrard Street

Vancouver, British Columbia,

Canada V7X 1L3

Head office and principal place of business:

770 – 800 West Pender Street

Vancouver, British Columbia,

Canada V6C 2V6

The Company’s capital and operating costs are affected by the cost of commodities and goods such as explosives, fuel, electrical power and supplies. Management of the Company assumes that the materials and supplies required for operations, development and commercial production will be available for purchase and that the Company will have access to the required amount of sufficiently skilled labour. As the Company relies on certain third-party suppliers and contractors, these factors can be outside its control and an increase in the costs of (due to inflation, rising interest rate environment, pandemics, impacts of the Russia and Ukraine conflict, or otherwise), or a lack of availability of, commodities, goods and labour may have an adverse impact on the Company’s financial condition and results of operations.

6

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(i) Statement of compliance

These condensed interim consolidated financial statements (“Interim Financial Statements”) are prepared under International Accounting Standards 34 Interim Financial Reporting (“IAS 34”) in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required for full annual IFRS financial statements and therefore should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021.

The accounting policies applied in the preparation of the Interim Financial Statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2021 except as noted below.

The Company adopted the following accounting policy during the period:

Asset acquisition

Upon the acquisition of an asset or a group of assets and liabilities that does not constitute a business, the Company identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the group is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill.

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

These Interim Financial Statements were authorized for issuance by the Board of Directors of the Company on August 12, 2022.

(ii) Critical Judgements, Significant Estimates and Assumptions

The Company makes certain critical judgements, significant estimates and assumptions in the process of applying the Company’s accounting policies. Management believes the estimates and assumptions used in these condensed interim consolidated financial statements are reasonable; however, actual results could differ from those estimates and could impact future results of operations and cash flows. The areas involving critical judgements, significant estimates and assumptions have been set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2021.

The Company considered the impact of the COVID-19 pandemic and Russia’s invasion of Ukraine and determined that their effects did not have a material impact on the significant judgments and estimates in these condensed interim consolidated financial statements.

7

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

3. ACQUISITION OF GATLING EXPLORATION

On March 11, 2022, the Company entered into a Definitive Arrangement Agreement with Gatling Exploration Inc. (“Gatling”) to acquire all of the issued and outstanding common shares of Gatling (the “Transaction”) with the issuance of common shares of the Company and the advancement of a Canadian dollar (“C$”) $3 million convertible note receivable. Gatling is a Canadian gold exploration company focused on advancing the Larder Project, located in the prolific Abitibi greenstone belt in Northern Ontario, Canada. The Transaction was approved by the shareholders of Gatling on May 13, 2022 and on May 20, 2022 the Company completed the acquisition pursuant to which the Company acquired all of the common shares of Gatling by way of a court approved plan of arrangement. Under the terms of the arrangement each former Gatling shareholder became entitled to receive 0.0170627 of a common share of the Company in exchange for each share of Gatling held immediately prior to the arrangement. Holders of options and warrants to acquire common shares of Gatling received replacement options and warrants, respectively, entitling the holders thereof to acquire common shares of the Company, based on, and subject to, the terms of such options and warrants of Gatling, as adjusted by the plan of arrangement.

MAG issued a total of 774,643 common shares in connection with the Transaction. A portion of the liabilities of Gatling related to change of control payments to Gatling executive management was settled by the issuance of 63,492 shares of the Company.

In addition, the Company also issued 43,687 replacement stock options and 53,525 replacement warrants (see Notes 11(a), 11(e))

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

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

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

8

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

Total shares issued on close:	774,643
	$
MAG share price -C$	18.54
USD exchange rate	0.7807
MAG share price - US$	14.47
Value of shares on close of Transaction	11,212
Value of convertible note receivable	2,392
Value of replacement options and warrants	85
Transaction costs	350
Value of consideration paid	14,039

Fair value of identified assets acquired and liabilities assumed	$
Assets
Cash and cash equivalents		89
Receivables, prepaids and deposits		115
Exploration and evaluation assets		15,187
Total Assets		15,391
Liabilities
Accounts payable and accrued liabilities		1,315
Lease liabilities		37
Total Liabilities		1,352
Net assets acquired		14,039

9

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

4. GENERAL AND ADMINISTRATIVE EXPENSES

	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
		$		$		$		$
Accounting and audit		110		77		184		173
Depreciation and amortization		34		39		68		68
Filing and transfer agent fees		58		10		316		267
General office expenses		276		331		363		441
Insurance		530		360		953		609
Legal		117		33		170		115
Management compensation and consulting fees		1,254		627		2,023		1,319
Share-based payment expense		708		1,485		1,205		2,678
Shareholder relations		131		67		194		127
Travel		64		-		76		5
		3,282		3,029		5,552		5,802

5. CASH

The Company’s cash consists of cash on hand and callable bank deposits.

6. ACCOUNTS RECEIVABLE

	June 30,		December 31,
	2022		2021
	$		$
Receivable from Minera Juanicipio (see Note 8 & 16)		2,337		1,944
Value added tax ("IVA" and "GST")		280		152
Other receivables		3		1
		2,620	$	2,097

7. INVESTMENTS

The continuity of the Company’s investments in equity securities is as follows:

	June 30,			December 31,
	2022			2021
	$			$
Equity securities, beginning of period		1,179			11,951
Disposition of equity securities at fair value		(1,111	)		(6,371	)
Unrealized loss for the period		(59	)		(4,401	)
Equity securities, end of period		9			1,179

10

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

During the six months ended June 30, 2022, the Company disposed of certain equity securities held as investments. The proceeds on disposition were $1,111 (year ended December 31, 2021: $6,371). In addition, the Company recognized a gain on disposal of $964 (net of $147 tax) (year ended December 31, 2021: $5,026 net of $784 tax) which was transferred from other comprehensive income (loss) to deficit. During the six months ended June 30, 2022, the Company recorded an unrealized loss of $59 (year ended December 31, 2021: $4,401) on its investment in equity securities designated as fair value through other comprehensive income (“FVTOCI”) instruments. A deferred tax benefit related to this unrealized loss in the period in the amount of $7 was also recorded (year ended December 31, 2021: $597) in other comprehensive income (loss).

8. INVESTMENT IN JUANICIPIO

The Company acquired a 100% interest in the Juanicipio property effective July 16, 2003. Pursuant to an agreement effective July 1, 2005 (the “Agreement”) with Industrias Peñoles, S.A. de C.V. (“Peñoles”), the Company granted Peñoles or any of its subsidiaries an option to earn a 56% interest in the Juanicipio property in Mexico in consideration for Peñoles conducting $5,000 of exploration on the property over four years and Peñoles purchasing $1,000 of common shares of the Company in two tranches for $500 each.

In mid 2007, Peñoles met all of the earn-in requirements of the Agreement. In December 2007, the Company and Peñoles created an operating company named Minera Juanicipio, S.A. de C.V. (“Minera Juanicipio”) for the purpose of holding and operating the Juanicipio property. In December 2007, all mineral rights and surface rights relating to the Juanicipio property held by the Company and Peñoles, respectively, were ceded into Minera Juanicipio. In 2008, MAG was notified that Peñoles had transferred its 56% interest of Minera Juanicipio to Fresnillo, a subsidiary of Peñoles, pursuant to a statutory merger. Minera Juanicipio is held 56% by Fresnillo and 44% by the Company. On December 27, 2021, the Company and Fresnillo created Equipos Chaparral, S.A. de C.V. (“Equipos Chaparral”) in the same ownership proportions (Fresnillo 56% / MAG 44%) for the purpose of holding the Juanicipio plant and mining equipment, to be leased to Minera Juanicipio. Minera Juanicipio and Equipos Chaparral are collectively referred to herein as “Juanicipio,” and in reference to the project, the “Juanicipio Project.”

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

Fresnillo is the operator of Juanicipio, and with its affiliates, beneficially owns 9.96% of the common shares of the Company as at June 30, 2022, as publicly reported.

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

11

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

The Company’s investment relating to its interest in Juanicipio is detailed as follows:

	June 30,			December 31,
	2022			2021
	$			$
Juanicipio Project oversight expenditures incurred 100% by MAG		395			620
Interest earned, net of interest contributed to Investment in Juanicipio		(843	)		(1,316	)
Cash contributions and advances to Juanicipio (see Note 16) (1)		-			73,524
Total for the period		(448	)		72,828
Income from equity accounted Investment in Juanicipio (2)		26,109			15,686
Balance, beginning of period		291,084			202,570
Balance, end of period		316,745			291,084

⁽¹⁾ A portion of the Investment in Juanicipio is in the form of interest bearing shareholder loans. The interest accrued within Juanicipio was capitalized to ‘Mineral interests, plant and equipment and the interest recorded by the Company on the loan totaling $1,570 for the six months ended June 30, 2022 (Year ended December 31, 2021: $1,316) was credited to the Investment in Juanicipio account as an eliminating related party entry (see Note 16). Offsetting this amount in the six months ended June 30, 2022, was interest receivable of $419 (Year ended December 31, 2021: nil) which was converted into additional shareholder loans and $179 was converted into additional shareholder capital.

⁽²⁾ Represents the Company’s 44% share of Juanicipio’s net income for the period, as determined by the Company.

12

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

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

Juanicipio Statements of Income

	Three months ended						Six months ended
	June 30,			June 30,			June 30,			June 30,
	2022			2021			2022			2021
	$			$			$			$
Sales		55,224			11,256			120,140			21,341
Cost of sales:
Production cost		12,717			2,373			27,981			4,259
Depreciation and amortization		5,245			-			8,676			-
Cost of sales		17,962			2,373			36,657			4,259
Gross profit		37,262			8,883			83,483			17,082
Consulting and administrative expenses		(1,376	)		(236	)		(2,908	)		(556	)
Extraordinary mining duty		(109	)		(51	)		(212	)		(99	)
		35,777			8,596			80,363			16,427
Exchange gain (losses) and other		23			1,199			(798	)		124
Income tax expense		(8,439	)		1,160			(20,926	)		(4,160	)
Income for the period		27,361			10,955			58,639			12,391
MAG's 44% equity income		12,039			4,820			25,801			5,452
Loan interest on mining assets - MAG 44%		308			-			308			-
MAG's 44% equity income		12,347			4,820			26,109			5,452

13

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

Juanicipio Statements of Financial Position

	June 30,		December 31,
	2022		2021
	$		$
Cash and cash equivalents		37,504		18,972
Value added tax and other receivables		2,199		25,580
Concentrate sales receivable from Fresnillo		20,884		18,853
Inventories
Materials and supplies		3,009		-
Stockpiles		14,874		3,234
Prepaids and other assets		2,617		104
Total current assets		81,087		66,743
Right-of-use assets		1,731		2,052
Mineral interests, plant and equipment		714,127		644,609
Deferred tax assets		7,690		5,254
Total assets		804,635		718,658
Payables to Peñoles and other vendors		28,414		19,364
Interest and other payables to shareholders		2,014		4,279
Income tax payable		26,890		3,471
Total current liabilities		57,318		27,114
Lease liabilities		1,718		2,053
Provisions
Reserves for retirement and pension		28		20
Reclamation and closure		4,241		4,050
Deferred tax liabilities		27,176		31,266
Total liabilities		90,481		64,503
Shareholders equity including shareholder advances		714,153		654,155
Total liabilities and equity		804,634		718,658

14

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

The Juanicipio Project has not reached commercial production as of June 30, 2022 as the processing facility is awaiting regulatory approval to connect to the national power grid, at which time commissioning will commence. However, the underground mine is now in stopes with mineralized material being processed through Fresnillo’s plants with metals being refined and sold, and effectively ready for its intended use commencing January 2022. Depreciation on mining equipment, infrastructure and mineral assets has been recognised on a units of production basis for the three and six months ended June 30, 2022.

Expenditures on mineral interests, plant and equipment capitalized directly by Juanicipio for the six months ended June 30, 2022 amounted to $69,518 (year ended December 31, 2021: $262,829).

9. EXPLORATION AND EVALUATION ASSETS

(a) In 2017, the Company entered into an option earn-in agreement with a private group whereby the Company could earn up to a 100% interest in a prospective land claim package in the Black Hills of South Dakota. The Company was to make a final cash or share payment of $150 by May 17, 2022, the fifth anniversary of the agreement in order to complete the earn-in. Although the geological prospect of the property remained encouraging, growing negative sentiment towards resource extraction in the area, combined with a slow consultation process resulted in significant challenges being encountered in permitting the property for exploration drilling. Concurrent efforts by the Company to find a partner or buyer for the project were unsuccessful and the Company provided formal notice that it would not be make the final $150 option payment in May 2022. Consequently, the Company wrote-down the property’s full carrying amount of $10,471 during the six months ended June 30, 2022.

(b) In 2018, the Company entered into an option agreement with another private group, whereby the Company has the right to earn 100% ownership interest in a company which owns the Deer Trail project in Utah. The Company paid $150 upon signing the agreement, $150 in October 2020 and another $150 in December 2021. To earn 100% interest in the property, the Company must make remaining cash payments totaling $1,550 over the next 7 years, and fund a cumulative of $30,000 of eligible exploration expenditures by 2028 (as of June 30, 2022, the Company has incurred $13,302 of eligible exploration expenditures on the property). As at June 30, 2022, the Company has also bonded and recorded a $409 reclamation liability for the project. Other than the reclamation liability, the balance of cash payments and exploration commitments are optional at the Company’s discretion. Upon the Company’s 100% earn-in, the vendors will retain a 2% net smelter returns (“NSR”) royalty.

(c) During the six months ended June 30, 2022, the Company acquired the Larder Project in Ontario (see Note 3).

15

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

To June 30, 2022, the Company has incurred the following exploration and evaluation expenditures on these earn-in projects:

	Three months ended		Six months ended			Year ended
	June 30, 2022		June 30, 2022			December 31, 2021
	$		$			$
Exploration and evaluation assets:
Acquisition costs
Larder Project acquisition		15,187		15,187		$	-
Option and other payments		-		-		$	300
Total acquisition costs		15,187		15,187			300
Geochemical		142		163			228
Camp and site costs		131		231			319
Drilling		2,016		2,812			3,343
Geological consulting		299		582			1,968
Geophysical		64		126			215
Land taxes and government fees		-		27			721
Legal, community and other consultation costs		83		191			475
Travel		50		81			213
Total for the period		17,972		19,400			7,782
Balance, beginning of period		11,211		20,254			12,472
Less: Amounts written off		-		(10,471	)		-
Balance, end of period		29,183		29,183			20,254

Included in exploration and evaluation assets at June 30, 2022, were liabilities for trade and other payables of $879 (December 31, 2021: $518).

16

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

10. PROPERTY AND EQUIPMENT

As at June 30, 2022, the Company had the following property and equipment:

Cost	Office and computer equipment		Exploration camp and equipment		Right of use asset (see Leases below)			Total
	$		$		$			$
Balance, January 1, 2021		487		411		550			1,448
Additions and remeasurements		2		3		(5	)		-
Balance, December 31, 2021		489		414		545			1,448
Additions and remeasurements		-		13		5			18
Balance, June 30, 2022		489		427		550			1,466

Accumulated depreciation and amortization	Office and computer equipment		Exploration camp and equipment		Right of use asset		Total
	$		$		$		$
Balance, January 1, 2021		460		111		202		773
Depreciation and amortization		8		45		138		191
Balance, December 31, 2021		468		156		340		964
Depreciation and amortization		3		15		65		83
Balance, June 30, 2022		471		171		405		1,047

Carrying amounts	Office and computer equipment		Exploration camp and equipment		Right of use asset		Total
	$		$		$		$
At December 31, 2021		21		258		205		484
At June 30, 2022		18		256		145		419

Lease obligation

Minimum lease payments in respect of the lease obligation and the effect of discounting are as follows:

	June 30,			December 31,
	2022			2021
	$			$
Undiscounted minimum lease payments
Less than one year		153			154
Two to three years		233			314
		386			468
Effect of discounting		(27	)		(83	)
Present value of minimum lease payments - total lease obligation		359			385
Less: current portion		(144	)		(110	)
Long-term lease obligation		215			275

17

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

For the three and six months ended June 30, 2022, the Company recognized $12 and $24 respectively (three and six months ended June 30, 2021: $15 and $30 respectively), of interest expense on the lease obligation which is included in ‘General office expenses’.

11. SHARE CAPITAL

(a) Basic and diluted weighted average number of shares outstanding

			Three months ended		Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
Basic weighted average shares outstanding		98,238,658		94,884,411		98,030,207		94,857,283
Effect of dilutive common share equivalents (1)		285,463		351,148		305,615		-
Diluted weighted average shares outstanding		98,524,121		95,235,559		98,335,822		94,857,283
Antidilutive securities		1,365,853		912,866		1,365,853		1,819,743

 ⁽¹⁾ In the six months ended June 30, 2021 comparative period, common share equivalents were not included for the purpose of calculating diluted loss per share as their effect would have been anti-dilutive.

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

As at June 30, 2022, there were 98,721,885 common shares outstanding (December 31, 2021: 97,809,441).

During the six months ended June 30, 2022, 3,125 stock options were exercised (six months ended June 30, 2021: 16,386) for cash proceeds of $32 (six months ended June 30, 2021: $192). An additional 51,588 stock options (six months June 30, 2021: 54,274) were exercised under the cashless exercise provision of the stock option plan whereby 16,702 (six months June 30, 2021: 25,089) shares were issued in settlement of the stock options and the remaining 34,886 were cancelled (six months ended June 30, 2021: 29,185).

During the six months ended June 30, 2022, 5,000 restricted share units and 24,482 performance share units were converted into common shares (six months ended June 30, 2021: 19,497 and nil respectively).

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

During the six months ended June 30, 2022, 25,000 deferred share units (six months ended June 30, 2021: 80,836) were converted into common shares by a former director of the Company.

18

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

(b) Stock options

The Company may enter into Incentive Stock Option Agreements with officers, employees, and consultants. On June 18, 2020, the Shareholders re-approved the Company’s rolling Stock Option Plan (the “Plan”). The maximum number of common shares that may be issuable under the Plan is set at 5% of the number of issued and outstanding common shares on a non-diluted basis at any time, provided that the number of common shares issued or issuable under the combined Plan and Share Unit Plan (Note 11(c)) shall not exceed 5% of the issued and outstanding common shares of the Company on a non-diluted basis. Options granted under the Plan have a maximum term of 5 years. As at June 30, 2022, there were 1,154,912 stock options outstanding under the Plan.

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

The following table summarizes the Company’s option activity, excluding the Gatling replacement options, for the periods:

				Weighted					Weighted
	Period ended			average		Year ended			average
	June 30,			exercise price		December 31,			exercise price
	2022			(C$/option)		2021			(C$/option)
Outstanding, beginning of period		988,727			16.77		1,018,067			16.07
Granted		220,898			18.76		100,000			22.40
Exercised for cash		(3,125	)		12.75		(75,066	)		16.48
Exercised cashless		(51,588	)		14.25		(54,274	)		14.44
Outstanding, end of period		1,154,912			17.27		988,727			16.77

During the six months ended June 30, 2022, 220,898 stock options to employees were granted (six months ended June 30, 2021: 50,000) with a weighted average grant date fair value of $1,402 (C$1,771) or $6.35 (C$8.02) per option.

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

	June 30, 2022
Risk-free interest rate		2.54	%
Expected volatility		61	%
Expected dividend yield		nil
Expected life (years)		3

19

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

During the six months ended June 30, 2022, 54,713 stock options were exercised (six months ended June 30, 2021: 70,660) with a weighted average market share price at the date of exercise of C$21.15 (six months ended June 30, 2021: C$26.95).

The following table summarizes the Company’s stock options, excluding the Gatling replacement options, outstanding and exercisable as at June 30, 2022:

Exercise price	Number		Number		Weighted average remaining
(C$/option)	outstanding		exercisable		contractual life (years)
12.75		6,250		9,375		2.35
13.46		229,318		229,318		1.78
13.91		85,263		85,263		0.43
14.98		282,128		195,053		2.66
17.02		100,000		-		4.77
20.20		120,898		-		4.89
21.26		50,000		-		4.42
21.57		231,055		77,019		3.44
23.53		50,000		16,667		3.55
12.75 - 23.53		1,154,912		612,695		3.01

During the six months ended June 30, 2022, the Company recorded share-based payment expense of $680 (six months ended June 30, 2021: $787) relating to stock options vested to employees and consultants in the period of which $21 (six months ended June 30, 2021: nil) was capitalized to exploration and evaluation assets.

During the six months ended June 30, 2022, the Company issued 43,687 replacement stock options pursuant to the Gatling acquisition with a weighted average grant date fair value of $84 (C$107) or $1.92 (C$2.45) per option summarized in the following table.

Exercise price	Number		Number		Weighted average remaining
(C$/option)	outstanding		exercisable		contractual life (years)
21.40		1,706		1,706		2.06
21.69		9,991		9,991		2.12
25.79		4,265		4,265		1.56
26.38		11,090		11,090		1.48
39.86		14,076		14,076		1.06
45.72		853		853		0.09
68.00		1,706		1,706		0.21
21.40 - 68.00		43,687		43,687		1.44

(c) Restricted and performance share units

On June 18, 2020, the Shareholders re-approved a share unit plan (the “Share Unit Plan”) for the benefit of the Company’s officers, employees and consultants. The Share Unit Plan provides for the issuance of common shares from treasury, in the form of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”). The maximum number of common shares that may be issuable under the Share Unit Plan is set at 1.5% of the number of issued and outstanding common shares on a non-diluted basis, provided that the number of common shares issued or issuable under the combined Share Unit Plan and Stock Option Plan (Note 11(b)) shall not exceed 5% of the issued and outstanding common shares on a non-diluted basis. RSUs and PSUs granted under the Share Unit Plan have a term of 5 years unless otherwise specified by the Board, and each unit entitles the participant to receive one common share of the Company subject to vesting criteria, and in the case of PSUs, performance criteria which may also impact the number of PSUs to vest between 0-200%.

20

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

During the six months ended June 30, 2022, 80,535 RSUs were granted (six months ended June 30, 2021: 10,000) under the Company’s Share Unit Plan with 54,151 vesting in 12 months, 13,192 vesting in 24 months and another 13,192 vesting in 36 months. The RSUs had a weighted average grant date fair value of $14.67 per RSU (six months ended June 30, 2021: $18.44) as determined using the fair market value of the common shares on the date of grant. During the six months ended June 30, 2022, 5,000 RSUs (six months ended June 30, 2021: 19,497) were converted and settled with an equivalent number of common shares.

During the six months ended June 30, 2022, 79,156 PSUs were granted (six months ended June 30, 2021: nil) under the Company’s Share Unit Plan with a five-year term. Of the grant, 59,370 PSUs vest upon the achievement of specified performance targets over a three-year performance period. PSUs for which the performance targets are not achieved during the performance period are automatically forfeited and cancelled. The remainder of the grant, 19,786 PSUs are subject to a market share price performance factor measured over a three-year performance period, resulting in a PSU payout range from 50% (9,893) to 150% (29,679) PSUs. The PSUs had a weighted average grant date fair value of $16.15 per PSU as determined using the fair market value of the common shares on the date of grant.

During the six months ended June 30, 2022, 24,482 PSUs (six months ended June 30, 2021: nil) were converted and settled with an equivalent number of common shares.

The three-year performance period for the 2019 PSU grant ended on April 2022 and resulted in a PSU vesting of 96.92% or 84,960 PSUs. Consequently, 2,704 PSUs did not vest and were cancelled.

As at June 30, 2022, there were 288,871 PSUs and 99,644 RSUs issued and outstanding (December 31, 2021: 240,765 and 24,109 respectively) under the Share Unit Plan, of which 89,236 PSUs and 19,109 RSUs had vested (December 31, 2021: 6,346 PSUs and 10,776 RSUs) and are convertible into common shares of the Company. Included in the PSUs at June 30, 2022 are 59,943 PSUs with vesting conditions subject to a market share price performance factor measured over a three-year period, resulting in a PSU target vesting range from 50% (29,971 PSUs) to 150% (89,914 PSUs).

21

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

During the six months ended June 30, 2022, the Company recognized a share-based payment expense of $482 (six months ended June 30, 2021: $883) relating to RSUs and PSUs vesting in the period.

(d) Deferred share units

On June 18, 2020, the Shareholders re-approved a Deferred Share Unit Plan (the “DSU Plan”) for the benefit of the Company’s non-executive directors. The DSU Plan provides for the issuance of common shares from treasury, on conversion of Deferred Share Units (“DSUs”) granted. Directors may also elect to receive all or a portion of their annual retainer in the form of DSUs. DSUs may be settled in cash or in common shares issued from treasury, as determined by the Board at the time of the grant. The maximum number of common shares that may be issuable under the DSU Plan is set at 1.0% of the number of issued and outstanding common shares on a non-diluted basis.

During the six months ended June 30, 2022, no DSUs were granted under the plan and 4,104 DSUs were granted to directors who elected to receive a portion of their annual retainer in DSUs rather than in cash (six months ended June 30, 2021: 46,054 and 2,458 respectively). A DSU share-based payment expense of $64 was recorded in the six months ended June 30, 2022 (six months ended June 30, 2021: $1,008). Under the DSU plan, no common shares are to be issued, or cash payments made to, or in respect of a participant in the DSU Plan prior to such eligible participant’s termination date. During the six months ended June 30, 2022, 25,000 DSUs (six months ended June 30, 2021: 80,836) were converted and settled in common shares by a former director of the Company. As at June 30, 2022, there are 448,477 DSUs (December 31, 2021: 469,373) issued and outstanding under the DSU Plan, all of which have vested and 61,295 of which are available for settlement to a director no longer with the Company.

As at June 30, 2022, there are 1,991,904 common shares (December 31, 2021: 1,722,974) issuable under the combined share compensation arrangements referred to above (the Plan, the Share Unit Plan and the DSU Plan) representing 2.02% (December 31, 2021: 1.76%) of the issued and outstanding common shares on a non-diluted basis, and there are 3,931,409 (December 31, 2021: 4,145,592) share-based awards available for grant under these combined share compensation arrangements.

(e) Replacement warrants

During the six months ended June 30, 2022, the Company issued replacement warrants pursuant to the Gatling acquisition summarized in the following table:

Exercise price	Number		Number		Weighted average remaining
(C$/warrant)	outstanding		exercisable		contractual life (years)
35.17		19,101		19,101		1.04
41.03		34,424		34,424		0.48
35.17 - 41.03		53,525		53,525		0.68

22

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

12. Capital risk management

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

	June 30,			December 31,
	2022			2021
	$			$
Equity		391,211			367,521
Lease obligation (Note10)		359			385
Cash (Note 5)		(44,655	)		(56,748	)
Investments (Note 7)		(9	)		(1,179	)

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

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

The Company has working capital of $47,673 as at June 30, 2022. The Company may require additional capital in the future to meet its future project and other related expenditures (see Notes 8, 9, and 17). Future liquidity may depend upon the Company’s ability to arrange debt or additional equity financings.

As at June 30, 2022, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements. In the fourth quarter of 2021, the Company signed a commitment letter for a fully underwritten $40,000 revolving credit facility subject to the completion of definitive documentation which is still being finalized.

13. Financial risk management

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

23

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

(a) Market risk

The Company conducts the majority of its business through its equity interest in its associates, Juanicipio (see Note 8). Juanicipio is exposed to commodity price risk, specifically to the prices of silver, gold, lead and zinc. Currently, Juanicipio produces and sells concentrates containing these metals which are each subject to market price fluctuations which will affect its profitability and its ability to generate both operating and free cash flow. Juanicipio does not hedge silver and gold prices and does not have any such positions outstanding at June 30, 2022.

(b) Credit risk

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

(i) Trade credit risk

Juanicipio, in which the Company has a 44% interest, is transitioning into commercial production and now has pre-production sales (see Note 8). Juanicipio sells and receives payment at market terms, under an offtake agreement upon delivery of its concentrates to Met-Mex Peñoles, S.A. de C.V. (“Met-Mex”), a related party to Fresnillo. Met-Mex and Fresnillo have a good history and credit rating, and the Company believes Juanicipio is not exposed to significant trade credit risk.

(ii) Cash

In order to manage credit and liquidity risk, the Company’s policy is to invest only in highly rated investment grade instruments backed by Canadian commercial banks, and in the case of its Mexican and US operations, the Company maintains minimal cash in its US and Mexican subsidiaries, as generally cash is only sent to them to cover current planned expenditures.

(iii) Mexican value added tax

As at June 30, 2022, the Company had a receivable of $73 from the Mexican government for value added tax (Note 6). As at June 30, 2022, Juanicipio, in which the Company has a 44% interest, had a receivable of $2,036 from the Mexican government for value added tax (Note 8) (MAG’s attributable portion $896). Management expects the balances to be fully recoverable within both entities.

24

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

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

	June 30,		December 31,
	2022		2021
	$		$
Cash (Note 5)		44,655		56,748
Accounts receivable (Note 6)		2,620		2,097
Loan to the Juanicipio Entities (Note 8 and Note 16) (1)		96,513		106,036
		143,788		164,881

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

(c) Liquidity risk

The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements, its exploration and development plans, and its various optional property and other commitments (see Notes 8, 9 and 17). The annual budget is approved by the Board of Directors. The Company ensures that there are sufficient cash balances to meet its short-term business requirements.

The Company's overall liquidity risk has not changed significantly from the prior year. Future liquidity may depend upon the Company’s ability to arrange debt or additional equity financings.

(d) Currency risk

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

Exposure to currency risk

As at June 30, 2022, the Company is exposed to currency risk through the following assets and liabilities denominated in currencies other than the functional currency of the applicable entity:

	Mexican peso			Canadian dollar
(in US$ equivalent)	$			$
Cash		19			1,004
Accounts receivable		73			207
Investments		-			9
Accounts payable		(108	)		(387	)
Lease obligations		-			(359	)
Net (liabilities) assets exposure		(16	)		474

25

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

Mexican peso relative to the US$

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

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss before tax to the extent that the Company holds net monetary assets (liabilities) in pesos. Specifically, the Company's foreign currency exposure is comprised of peso denominated cash, prepaids and value added taxes receivable, net of trade and other payables. The carrying amount of the Company’s net peso denominated monetary liabilities at June 30, 2022 is 320 thousand pesos (June 30, 2021: 2.2 million net pesos monetary assets). A 10% appreciation or depreciation in the peso against the US$ would have immaterial effect on the Company’s income (loss) before tax.

Mexican peso relative to the US$ - Investment in Juanicipio

The Company conducts the majority of its business through its equity interest in its associates (see Note 8). The Company accounts for this investment using the equity method, and recognizes the Company's 44% share of earnings and losses of Juanicipio. Juanicipio also has a US$ functional currency, and is exposed to the same currency risks notedo above for the Company.

An appreciation/depreciation in the Mexican peso against the US$ will also result in a gain/loss before tax and deferred taxes (Note 8) in Juanicipio to the extent that it holds net monetary assets (liabilities) in pesos, comprised of peso denominated cash, value added taxes receivable, net of trade and other payables. The carrying amount of Juanicipio’s net peso denominated monetary liabilities at June 30, 2022 is 17.7 million pesos (June 30, 2021: 469 million net pesos denominated monetary assets). A 10% appreciation in the peso against the US$ would result in a loss before tax at June 30, 2022 of $1,967 (June 30, 2021: $2,632 gain) in Juanicipio, of which the Company would record its 44% share being $865 loss from equity investment in Juanicipio (June 30, 2021: $1,158 income), while a 10% depreciation in the peso relative to the US$ would result in an equivalent loss.

In the six months ended June 30, 2022, the Mexican pesos slightly strengthened against the US$ from 20.52 Pesos/US$ on December 31, 2021 to 20.14 on June 30, 2022, resulting in an exchange gain in Juanicipio of $139 (the Company’s 44% share $61).

C$ relative to the US$

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

26

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

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

An appreciation/depreciation in the C$ against the US$ will result in a gain/loss to the extent that MAG, the parent entity and the Larder Project holds net monetary assets (liabilities) in C$. The carrying amount of the Company’s net Canadian denominated monetary assets at June 30, 2022 is C$611 thousand (June 30, 2021: C$9.5 million). A 10% appreciation or depreciation in the C$ against the US$ would have immaterial effect on the Company’s income (loss) before tax.

(e) Interest rate risk

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

(f) Political and country risk

The Company conducts operations in Canada, the United States of America and Mexico, and as such the Company’s operations are exposed to various levels of political and economic risks by factors outside of the Company’s control. These potential factors include, but are not limited to: royalties and tax increases or claims by government bodies, rising interest rates, supply chain constraints and general cost escalation in the current inflationary environment heightened by the invasion of Ukraine by Russia, expropriation or nationalization, foreign exchange controls, extreme fluctuations in foreign currency exchange rates, import and export tariffs and regulations, lawlessness, cancellation or renegotiation of contracts and environmental and permitting regulations. The Company currently has no political risk insurance coverage against these risks.

The Company is unable to determine the impact of these risks on its future financial position or results of operations. Changes, if any, in mining or investment policies or shifts in political attitude of foreign countries may substantially affect the Company’s exploration, development and production activities.

14. FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES

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

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

27

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices in Level 1 such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Unobservable inputs which are supported by little or no market activity.

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

As at June 30, 2022	Level 1		Level 2		Level 3		Total
	$		$		$		$
Cash		44,655		-		-		44,655
Investments (Note 7)(1)		9		-		-		9
		44,664		-		-		44,664

As at December 31, 2021	Level 1		Level 2		Level 3		Total
	$		$		$		$
Cash		56,748		-		-		56,748
Investments (Note 7)(1)		1,179		-		-		1,179
		57,927		-		-		57,927

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

There were no transfers between levels 1, 2 and 3 during the six months ended June 30, 2022 or during the year ended December 31, 2021.

15. SEGMENTED INFORMATION

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

28

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

16. RELATED PARTY TRANSACTIONS

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

During the period, the Company incurred expenses with Cascabel and IMDEX as follows:

	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
		$		$		$		$
Fees related to Dr. Megaw:
Exploration and marketing services		64		72		132		145
Travel and expenses		7		6		15		9
Other fees to Cascabel and IMDEX:
Administration for Mexican subsidiaries		14		14		27		27
Field exploration services		48		46		88		86
		133		138		262		267

All transactions are incurred in the normal course of business, and are negotiated on terms between the parties which are believed to represent fair market value for all services rendered. A portion of the expenditures are incurred on the Company’s behalf, and are charged to the Company on a “cost + 10%” basis. The services provided do not include drilling and assay work which are contracted out independently from Cascabel and IMDEX. Included in trade and other payables at June 30, 2022 is $34 related to these services (December 31, 2021: $22).

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

The Company holds various mineral property claims in Mexico upon which full impairments have been recognized. The Company is obligated to a 2.5% NSR royalty on the Cinco de Mayo property payable to the principals of Cascabel under the terms of an option agreement dated February 26, 2004, whereby the Company acquired a 100% interest in the property from Cascabel, and under the terms of assignment agreements entered into by Cascabel with its principals.

The immediate parent and ultimate controlling party of the consolidated group is MAG Silver Corp. (incorporated in British Columbia, Canada).

29

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

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

	Country of	Principal			MAG's effective interest
Name	Incorporation	Project			2022(%)			2021(%)
Minera Los Lagartos, S.A. de C.V.	Mexico		(44	%)		100	%		100	%
Gatling Exploration Inc.	Canada		(100	%)		100	%		-

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

Juanicipio, created for the purpose of holding and operating the Juanicipio Project, are held 56% by Fresnillo plc (“Fresnillo”) and 44% by the Company through Minera Los Lagartos, S.A. de C.V. Fresnillo is the operator of Juanicipio, and with its affiliates, beneficially owns 10.0% of the common shares of the Company as at June 30, 2022, as publicly reported. Juanicipio is governed by a shareholders agreement and corporate by-laws. All costs relating to the project and Juanicipio are required to be shared by the Company and Fresnillo pro-rata based on their ownership interests in Juanicipio (see Note 8).

As at June 30, 2022, Fresnillo and the Company have advanced $219,358 as shareholder loans (MAG’s 44% share $96,513) to Juanicipio, bearing interest at 3 and 6 month LIBOR + 2%. During the six months ended June 30, 2022, the interest accrued within Juanicipio was capitalized to ‘Mineral interests, plant and equipment and the interest recorded by the Company on the loans totaling $1,570 has therefore been applied to the Investment in Juanicipio account reducing its balance as an eliminating related party entry (see Note 8).

During the period, compensation of key management personnel (including directors) was as follows:

	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
		$		$		$		$
Salaries and other short term employee benefits		412	$	359		828		645
Share-based payments (Note 11(b), (c ), and (d))		354		1,109		603		1,850
		766		1,468		1,431		2,495

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

30

MAG SILVER CORP.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2022

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

17. COMMITMENTS AND CONTINGENCIES

The following table discloses the contractual obligations of the Company and its subsidiaries as at June 30, 2022 for committed exploration work and committed other obligations.

	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
	$		$		$		$		$
Committed exploration expenditures		-		-		-		-		-
Minera Juanicipio (1)&(2)		-		-		-		-		-
Consulting contract commitments		660		363		218		79		-
Total Obligations and Commitments		660		363		218		79		-

 ⁽¹⁾ Although the Company makes cash advances to Juanicipio as cash called by the operator Fresnillo (based on approved budgets), they are not contractual obligations. The Company intends, however, to continue to fund its share of cash calls and avoid dilution of its ownership interest in Juanicipio.

 ⁽²⁾ According to the operator, Fresnillo, contractual commitments including project development and for continuing operations total $59,359 (December 31, 2021: $76,632) and purchase orders issued for project capital and sustaining capital total $20,426 (December 31, 2021: $26,467), with respect to the Juanicipio Project on a 100% basis as at June 30, 2022.

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

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

The Company also has discretionary commitments for property option payments and exploration expenditures as outlined above in Note 9 Exploration and Evaluation Assets. There is no obligation to make any of those payments or to conduct any work on its optioned properties. As the Company advances them, it evaluates exploration results and determines at its own discretion which option payments to make and which additional exploration work to undertake in order to comply with the funding requirements.

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

31 

EX-99.2

Exhibit 99.2

MAG Silver Corp. Management’s Discussion & Analysis For the three and six months ended June 30, 2022   Dated: August 12, 2022

 

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

VANCOUVER OFFICE Suite 770 800 W. Pender Street Vancouver, BC V6C 2V6 604 630 1399 phone 866 630 1399 toll free 604 681 0894 fax TSX: MAG NYSE American: MAG www.magsilver.com info@magsilver.com

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Table of Contents

1.     INTRODUCTION	3
2.     DESCRIPTION OF BUSINESS	3
3.     HIGHLIGHTS – JUNE 30, 2022 &  SUBSEQUENT TO THE QUARTER END	4
4.     JUANICIPIO PROJECT	7
5.     DEER TRAIL  PROJECT	15
6.     LARDER PROJECT	17
7.     INVESTMENT IN JUANICIPIO	19
8.     EXPLORATION AND EVALUATION ASSETS	20
9.     REVIEW OF FINANCIAL RESULTS	22
10.   FINANCIAL POSITION	24
11.   CASH FLOWS	25
12.   SUMMARY OF QUARTERLY RESULTS	27
13.   LIQUIDITY AND CAPITAL RESOURCES	27
14.   CONTRACTUAL OBLIGATIONS	30
15.   SHARE CAPITAL INFORMATION	31
16.   OTHER ITEMS	31
17.   TREND INFORMATION	32
18.   RISKS AND UNCERTAINTIES	32
19.   OFF-BALANCE SHEET ARRANGEMENTS	35
20.   RELATED PARTY TRANSACTIONS	36
21.   CRITICAL ACCOUNTING  JUDGMENTS, SIGNIFICANT  ESTIMATES AND   ASSUMPTIONS	37
22.   CHANGES IN ACCOUNTING STANDARDS	39
23.   CONTROLS AND PROCEDURES	39
24.   ADDITIONAL INFORMATION	40
25.   CAUTIONARY STATEMENTS	40

2

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

1. INTRODUCTION

The following Management’s Discussion and Analysis (“MD&A”) focuses on the financial condition and results of operations of MAG Silver Corp. (“MAG”, “MAG Silver” or the “Company”) for the three and six months ended June 30, 2022. It is prepared as of August 12, 2022 and should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2022 together with the notes thereto which are available on the Canadian Securities Administrator’s System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, on the U.S. Securities Exchange Commission’s (“SEC”) website at www.sec.gov and on the Company’s website at www.magsilver.com.

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

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

Forward-Looking Statements and Risk Factors

This MD&A contains forward-looking statements (as defined herein) and should be read in conjunction with the risk factors described in sections “18. Risks and Uncertainties” and “26. Cautionary Statements” at the end of this MD&A.

Qualified Person

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

2. DESCRIPTION OF BUSINESS

MAG Silver Corp. is a Canadian development and exploration company focused on becoming a top-tier primary silver mining company by exploring and advancing high-grade, district scale, silver-dominant projects in the Americas. Its principal focus and asset is the Juanicipio Project (44%), being developed with Fresnillo plc (“Fresnillo”) (56%), the operator. The project is located in the Fresnillo Silver Trend in Mexico, the world's premier silver mining camp, where the operator is currently developing an underground mine and constructing a 4,000 tonnes per day processing plant. Underground mine production of mineralized development material commenced in Q3 2020. The mine was brought into commercial production in January 2022 and the plant is awaiting final electrical tie-in in the coming weeks. An expanded exploration program is in place at Juanicipio targeting multiple highly prospective targets. MAG is also executing a multi-phase exploration program at the Deer Trail 100% earn-in Project in Utah and has recently acquired the Larder Project located in the historically prolific Abitibi region of Canada.

3

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

SUSTAINABILITY REPORTING

MAG is finalizing its inaugural, annual Sustainability Report produced to provide a transparent account of how the Company addressed key material Environment, Social and Governance (“ESG”) topics in 2021. The report focuses on MAG Silver’s 44% owned Juanicipio Project, which is operated by Fresnillo (56%), the Deer Trail Project (as defined herein) and when applicable information is included regarding MAG’s corporate office. The report is expected to be published in the fall of 2022. As a member of the United Nations Global Compact (“UNGC”), the 2021 Sustainability Report will also serve as MAG’s annual Communication on Progress for the UNGC.

3. HIGHLIGHTS – JUNE 30, 2022 & SUBSEQUENT TO THE QUARTER END

OPERATIONAL (on a 100% basis unless otherwise noted)

ü For the three months ended June 30, 2022:

· A record 154,069 tonnes of mineralized development and stope material were campaign processed through the Fresnillo and Saucito plants, with 2,207,626 payable silver ounces, 5,119 payable gold ounces, 1,016 payable lead tonnes and 1,599 payable zinc tonnes produced and sold;

· Average silver head grade for the quarter was 567 grams per tonne (“g/t”); and

· Pre-commercial production sales (net of treatment and processing costs) totaled $55,224 for the quarter, less $17,962 in mining and transportation costs and depreciation and amortization charges, netting $37,262 in gross profit by Juanicipio.

ü For the six months ended June 30, 2022:

· 299,553 tonnes of mineralized development and stope material were campaign processed through the Fresnillo and Saucito plants, with 4,446,436 payable silver ounces, 10,464 payable gold ounces, 2,082 payable lead tonnes and 3,047 payable zinc tonnes produced and sold;

· Average silver head grade for the six months was 581 g/t; and

· Pre-commercial production sales (net of treatment and processing costs) totaled $120,140, less $36,657 in mining and transportation costs and depreciation and amortization, netting $83,483 in gross profit by Juanicipio.

ü At the end of the quarter, Juanicipio held cash balances of $37,504 up from $18,261 at the end of Q1.

ü As reported by the operator Fresnillo, commencement of electrical commissioning of the Juanicipio processing plant is expected to occur in the coming weeks.

ü Fresnillo is making available unused processing plant capacity at its nearby Fresnillo and Saucito operations. Campaign processing of mineralized material from development headings and stopes at Juanicipio continues through these nearby facilities and is expected to continue until the Juanicipio plant is commissioned.

4

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

ü Campaign processing benefits include the cash flow being used to offset some of the initial and sustaining capital and the de-risking of Juanicipio’s metallurgical performance, which is expected to significantly speed up project ramp-up.

ü Approximately 60% of the tonnes in the second quarter 2022 were processed at Fresnillo’s Saucito plant, where the flowsheet more closely resembles that of the Juanicipio plant. It is expected these results will provide further valuable metallurgical benefits when milling production commences at Juanicipio.

ü Metal recovery and concentrate grades are in line with expectations from the initial metallurgical test work conducted on Valdecañas.

CORPORATE

ü MAG reported net income of $7,562 or 0.08 per share for the three months ended June 30, 2022.

ü During the quarter, MAG concluded the previously announced acquisition of Gatling Exploration Inc. (“Gatling”) by way of a court approved plan of arrangement (the “Transaction”). MAG acquired all of the issued and outstanding common shares of Gatling by the issuance of common shares of the Company and in connection with the Transaction, provided an advancement of a C$3 million convertible note. Gatling’s Larder Project lies in the highly prolific Abitibi Gold Province of northern Ontario, with good surrounding infrastructure and already permitted drill pads to test initial targets.

EXPLORATION

ü The Juanicipio 2021 exploration program was completed in Q4 2021 with $6,296 spent on a 100% basis and was focused on continued step-out and infill drilling of the Valdecañas Vein System (including independent targeting of the Venadas Vein family and the Anticipada Vein).

ü Results of the Juanicipio 2021 exploration program (23 surface-based drill holes totaling 29,421 metres (“m”)) were reported on May 13, 2022, and highlights include:

· 21 holes cut the Valdecañas Vein System, with most directed at the Valdecañas Vein Deep Zone plus coincidental intercepts of the Anticipada (13), Pre-Anticipada (8) and various other hangingwall and footwall veins;

· Most intercepts are comparable to previously drilled neighboring holes with no major deviations from grade and thickness expectations; and,

· Channel sampling of the advancing development headings and test stopes in the Valdecañas Vein Bonanza Zone shows that the grade distribution in the vein is very close to that shown by both surface and underground drilling, which adds substantial confidence in the width and grade continuity indicated by the surface drilling for the balance of the vein.

5

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

ü With the completion of the 2021 exploration drill program, the intercept density on the Valdecañas Vein Deep Zone is now approaching that on the Bonanza Zone and confirms the continuity of mineralization in the Valdecañas Vein to depth.

ü The Juanicipio 2022 exploration program is currently in process ($3,622 expended on a 100% basis for the six months ended June 30, 2022) with five drill rigs on surface running concurrently with continued underground definition and geotechnical drilling, and one rig testing the new Cesantoni (as defined herein) target in the northwest part of the Juanicipio concession.

ü Deer Trail Project in Utah:

· A 5 hole/5,000 m Phase II drill program commenced in Q3 2021 and is in process with one drill and all assays pending.

ü MAG has initiated a drilling campaign on the acquired Larder Project. In addition to a comprehensive data review, a drilling program is contemplated to drill below and lateral to the already identified mineralization.

ü During the six months ended June 30, 2022, the Company recorded a write down of $10,471 on its option earn-in project on a prospective land claim package in the Black Hills of South Dakota.

LIQUIDITY AND CAPITAL RESOURCES (on a 100% basis unless otherwise noted)

ü As at June 30, 2022, MAG held cash of $44,655 and Juanicipio had cash on hand of $37,504.

ü According to the operator Fresnillo, the Juanicipio Project (as defined herein) construction is expected to be delivered on budget of $440,000.

ü With the current ramp up of underground mine production and given hiring restrictions on contractors arising from Mexico’s 2021 labour reform legislation, the timing of various sustaining capital expenditures has been brought forward:

· These sustaining capital expenditures are included in current Juanicipio development costs but are not considered by the operator as part of the $440,000 initial project capital; and

· The costs incurred are expected to reduce future sustaining capital costs and totaled approximately $2,789 in the quarter ended June 30, 2022 (six months ended June 30, 2022: $7,601).

ü The expected cash flow from the ongoing campaign processing until the Juanicipio plant is commissioned, along with the cash held by Juanicipio at June 30, 2022 are projected to substantially fund the remaining capital expenditures in the $440,000 initial capex (a cash call has not been needed since mid-December 2021 which was $21,000 on a 100% basis).

6

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

4. JUANICIPIO PROJECT

HISTORY AND BACKGROUND

MAG owns 44% of Minera Juanicipio, S.A. de C.V., (“Minera Juanicipio”), a company incorporated under the laws of Mexico, which owns the high-grade silver Juanicipio Project located in the Fresnillo District, Zacatecas State, Mexico. Fresnillo is the project operator and holds the remaining 56%. On December 27, 2021, for various business reasons, the Company and Fresnillo incorporated Equipos Chaparral, S.A. de C.V. (“Equipos Chaparral”) in the same ownership proportions as Minera Juanicipio for the purpose of holding the Juanicipio plant and mining equipment, to be leased to Minera Juanicipio. As MAG has a 44% interest in each of Minera Juanicipio and Equipos Chaparral, the two are collectively referred to herein as “Juanicipio”.

As shareholders of Juanicipio, Fresnillo and MAG jointly approved project mine development on April 11, 2019 and project construction of the plant commenced immediately and the underground mine development continued. A 4,000 tonne per day (“tpd”) processing facility has been constructed with commissioning planned to commence upon the electrical tie-in to the national power grid which is expected in the coming weeks (see ‘Processing Plant Construction – Juanicipio Project’ below). Since August of 2020, mineralized development material and more recently initial stope material from the underground mine is being processed at Fresnillo’s nearby processing plants. This processing was originally targeted at an average nominal rate of 16,000 tonnes per month but has since increased to an average of 48,000 tonnes per month in the three months ended March 31, 2022 and an average of 51,000 tonnes per month in the three months ended June 30, 2022. This processing at the Fresnillo plants is expected to continue until the Juanicipio plant is fully commissioned (see ‘Underground Mine Production– Juanicipio Project’ below).

The mineralization on the Juanicipio Project consists of high-grade silver-gold-lead-zinc epithermal vein deposits. The principal vein, the Valdecañas Vein, has dilatant zones (bulges) at its east and west extremes and several en echelon vein splays and cross-veins – the term “Valdecañas Vein” is used to refer to this combined vein system. In addition, exploration continues both on the Valdecañas Vein system and on other prospective targets within the Juanicipio mining concession (see ‘Juanicipio Project’ below for a detailed current project update).

Development and production from, and exploration of the Juanicipio Project are all being carried out by the project operator, Fresnillo, with MAG being represented in all Juanicipio board, technical committee and ad-hoc meetings. Construction and commissioning of the processing plant is under the guidance of an Engineering, Procurement and Construction Management contract entered into with an affiliate of Fresnillo. MAG’s share of project costs is currently being funded by cash flow from underground mine production, by cash calls through its 44% interest in Juanicipio and, to a lesser extent, incurred directly by MAG to cover expenses related to its own commissioned technical studies and analyses, as well as direct project oversight. Juanicipio is governed by a shareholders’ agreement and corporate by-laws, pursuant to which each shareholder is to provide funding pro-rata to its ownership interest.

In 2017, MAG commissioned AMC Mining Consultants (Canada) Ltd. to prepare a Resource Estimate and Preliminary Economic Assessment for the Juanicipio Project (collectively, the “2017 PEA”), which was completed in accordance with NI 43-101 and announced by the Company on November 7, 2017, with the MAG Silver Juanicipio NI 43-101 Technical Report (Amended and Restated) filed on SEDAR and on EDGAR on January 19, 2018.

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MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

The 2017 PEA incorporated major overall project upgrades over prior assessments, highlighted by the delineation and provision for mining of greatly expanded Indicated and Inferred Mineral Resources discovered in the Deep Zone, as defined in the 2017 PEA. The independent estimates of the Mineral Resources of the Juanicipio Project in the 2017 PEA were compiled using exploration data available up to December 31, 2016 and do not include the results of drilling programs undertaken since then (2017-2022) designed to further expand and infill the Deep Zone and define the upper limits of the Bonanza Zone (see Exploration – Juanicipio Project below). The volume of the base metal-rich Deep Zone Mineral Resources identified in the 2017 PEA contributed to a significant expansion of project scope and enhancements to most aspects of the mine design. Truck haulage, shaft hoisting, and underground conveying, along with underground crushing of the mineralized rock are all projected to be utilized for delivering the mineralized material to the surface processing plant. As envisioned in the 2017 PEA, the process plant has a planned production rate of 4,000 tpd, and will include a semi-autogenous grinding (“SAG”)/ball mill comminution circuit followed first by a gravity concentrator and then sequential selective flotation to produce a silver-rich lead concentrate, a zinc concentrate and a gold-rich pyrite concentrate. The plant and the associated tailings storage facilities have been built on open and flat Juanicipio-owned land just north of the conveyor ramp portal.

Based on the 2017 PEA, MAG views the Juanicipio Project as a robust, high-grade, high-margin underground silver project exhibiting low development risks. While the results of the 2017 PEA are promising, by definition, a Preliminary Economic Assessment is preliminary in nature and includes Inferred Mineral Resources that are considered too geologically speculative to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and there is no certainty that Mineral Resources will ever become Mineral Reserves. There can therefore be no certainty that the anticipated results of the 2017 PEA will be realized. In addition, the 2017 PEA was commissioned independently by MAG, and not by Juanicipio. The actual development plan and timeline may be materially different from the scope, design and results envisaged in the 2017 PEA (see Juanicipio Project and Risks and Uncertainties below).

Total Juanicipio Project expenditures incurred and capitalized by Juanicipio (on a 100% basis) for Q2 2022 amounted to approximately $37,998 (six months ended June 30, 2022: $71,574). Of the total expenditures $34,625 (six months ended June 30, 2022: $65,266) are development expenditures, $2,033 are exploration expenditures (six months ended June 30, 2022: $3,622), and the remaining $1,340 is capitalized shareholder loan interest (six months ended June 30, 2022: $2,686). Gross profit (sales less cost of sales including depreciation and amortization) from processing Juanicipio mineralized development and stope material at the Fresnillo plants for the three and six months ended June 30, 2022 totaled $37,262 and $83,483, respectively (three and six months ended June 30, 2021: $8,883 and $17,082, respectively) on a 100% basis (see ‘Underground Mine Production – Juanicipio Project’ below).

UNDERGROUND MINE PRODUCTION

Mineralized material from the Juanicipio Project is being campaign processed at the nearby Fresnillo and Saucito plants (both 100% owned by Fresnillo), with metals being refined and sold on commercial terms under the Juanicipio long term off-take agreements. During the quarter ended June 30, 2022, approximately 60% of the total tonnage processed was through the Saucito plant. The Saucito plant flowsheet better resembles that of the Juanicipio flowsheet and will provide further valuable metallurgical benefits as production commences at Juanicipio. The resulting concentrates are treated in Torreón, Coahuila, Mexico.

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MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

In the three months ended June 30, 2022, a total of 154,069 tonnes of mineralized development and stope material were processed through the Fresnillo plants. The resulting payable metals sold and processing details are summarized in the following table below. The sales and treatment charges for tonnes processed in Q2 2022 were recorded on a provisional basis and will be adjusted in Q3 2022 based on final assay and pricing adjustments in accordance with the offtake contracts.

Mineralized Material Processed at Fresnillo’s Processing Plants (100% basis)

Three Months Ended June 30, 2022 (154,069 tonnes processed)				Q2 2021 Amount $
Payable Metals	Quantity	Average Per Unit $	Amount $
Silver	2,207,626 ounces	21.32 per oz	47,070	10,991
Gold	5,119 ounces	1,834 per oz	9,388	1,320
Lead	1,016 tonnes	0.95 per lb.	2,135	290
Zinc	1,599 tonnes	1.76 per lb.	6,199	619
Treatment and refining charges (“TCRCs”) and other processing costs			(9,568)	(1,964)
Net Sales			55,224	11,256
Mining and transportation costs			(12,717)	(2,373)
Depreciation and amortization			(5,245) (1)	-
Gross Profit			37,262	8,883

⁽¹⁾ The underground mine is now in stopes with mineralized and development material being processed through Fresnillo’s plants and refined and sold, and effectively readied for its intended use.

In the six months ended June 30, 2022, a total of 299,553 tonnes of mineralized development and stope material were processed through the Fresnillo plants. The resulting payable metals sold and processing details are summarized in the following table below.

Mineralized Material Processed at Fresnillo’s Processing Plants (100% basis)

Six Months Ended June 30, 2022 (299,553 tonnes processed)				Six Months Ended June 30, 2021 Amount $
Payable Metals	Quantity	Average Per Unit $	Amount $
Silver	4,446,436 ounces	23.16 per oz	102,969	22,148
Gold	10,464 ounces	1,881 per oz	19,678	2,410
Lead	2,082 tonnes	1.01 per lb.	4,619	557
Zinc	3,047 tonnes	1.77 per lb.	11,911	1,174
TCRCs and other processing costs			(19,037)	(3,802)
Provisional sales adjustment related to 2020 sales (1)			-	(1,146)
Net Sales			120,140	21,341
Mining and transportation costs			(27,981)	(4,259)
Depreciation and amortization			(8,676) (2)	-
Gross Profit			83,483	17,082

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MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

⁽¹⁾ Provisional sales for 2020 were finalized in Q1 2021 resulting in negative adjustment to net sales of $1,146.

⁽²⁾ The underground mine is now in stopes with mineralized and development material being processed through Fresnillo’s plants and refined and sold, and effectively readied for its intended use.

The average silver head grade for the mineralized development and initial stope material processed in the three and six months ended June 30, 2022 was 567 g/t and 582 g/t (three and six months ended June 30, 2021 was 361 g/t and 405 g/t, respectively). This increased grade reflects more stoped vein material being processed. Metal recovery and concentrate grades are in line with expectations from the initial metallurgical test work conducted on Valdecañas.

The decrease in 2022 net sales quarter-on-quarter ($55,224 in the current quarter compared to $64,916 in the first quarter) was a function of a 15% reduction in realized blended metal prices as well as a 1% decrease in blended metal volumes driven predominantly by lower milled grades.

From August 2020 to June 30, 2022, a total of 623,319 tonnes of mineralized material have been processed at the two Fresnillo processing plants. By bringing forward the start-up of the underground mine and processing mineralized development and stope material at the Fresnillo plants in advance of commissioning the Juanicipio plant, MAG and Fresnillo expect to secure several positive outcomes for the Juanicipio Project:

· generating cash-flow from production to offset some of the cash requirements of the initial and sustaining capital;

· realizing commercial and operational de-risking opportunities;

· de-risking the flotation process and reagent mix through a better understanding of the metallurgical characteristics and response of the Juanicipio mineralization;

· increasing certainty around the geological block model prior to start-up of the processing plant; and

· allowing a faster and more certain ramp-up to the nameplate 4,000 tpd plant design.

PROCESSING PLANT CONSTRUCTION AND COMMISSIONING

The Juanicipio Project team delivered the 4,000 tpd processing plant for commissioning in the fourth quarter of 2021. However, according to the operator Fresnillo and as previously reported, the state-owned electrical company (Comision Federal de Electricidad “CFE”), notified Fresnillo late in December 2021 that the regulatory approval to complete the tie-in to the national power grid could not yet be granted and that the Juanicipio plant commissioning timeline was therefore extended by approximately six months. During the first half of 2022, Fresnillo has indicated that they were focused on complying with the requirements from the CFE and the energy regulator, and expected the tie-in to the power grid in mid-2022, with commissioning of the Juanicipio processing plant expected to commence concurrently. Good progress was made on the required power system shutdowns to enable the final tie-in of the Juanicipio sub-station to the national power grid. Commencement of electrical commissioning of the plant is expected to occur in the coming weeks. (see Outlook below).

In the interim, stoping and mine development at Juanicipio continues. In order to minimize any potential adverse economic effect of the revised commissioning timeline, Fresnillo has indicated it will continue to make available unused plant capacity at its Fresnillo and Saucito operations to process mineralized material produced at Juanicipio during this period. The effect on cash flow generation from Juanicipio has therefore been mitigated while the power connection approvals have been pending (and as noted above, expected to occur in the coming weeks).

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MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

UNDERGROUND DEVELOPMENT

Access to the mine is via twin underground declines that extend to the top of mineralization in the Valdecañas Vein. From the top of mineralization, the upper footwall haulage/access drift has been driven the length of the vein and three internal spiral production ramps are being extended from the drift to depth in the footwall of the mineralized envelope (vein). The three spiral ramps are situated behind the mineralized envelope to provide access to stopes within the vein and allow a planned mining rate of 4,000 tpd. Initial cross-cuts through the vein have been made from a number of points along the footwall ramps. Most expose well-mineralized vein and this initial development indicates that the grade and width of the mineralization is in line with previous drill core-based estimates. As discussed above, the mineralized material encountered in this underground development and from initial stopes, is being processed at the nearby Fresnillo owned processing plants (see Underground Mine Production above).

Once in full production, mineralized material from mining of the vein will be hauled to an underground crushing station (already excavated) and crushed underground. The crushed mineralized material will be trucked to the flotation plant until the conveyor is completed, which is expected to be in Q4 2022. When the conveyor is completed, the crushed mineralized material will be conveyed directly from the underground crushing station to the process plant area via a third ramp to the surface - the underground conveyor ramp. The conveyor ramp is over 90% complete and is being driven both from the surface and from the underground crushing chamber. This ramp will also provide access to the entire Valdecañas underground mining infrastructure and serve as a fresh air entry for the ventilation system. As well, the long-term mine ventilation system is nearing completion. The #1 and #2 ventilation shafts have been commissioned and ventilating some of the lower areas of the mine.

Total underground development to date is approximately 52km (32 miles), including 3.7 km (2.3 miles) completed during the three months ended June 30, 2022. Underground mine infrastructure is well advanced and development continues to focus on:

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

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

· finalizing construction of the underground crushing system, underground warehouse, fuel storage and pumping station;

· advancing the underground conveyor ramp to and from the surface processing facility from both faces; and

· integrating additional ventilation and other associated underground infrastructure.

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

11

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Labour reform legislation on subcontracting and outsourcing in Mexico was published on April 23, 2021 and came into effect on September 1, 2021 (see Risks and Uncertainties below). With various restrictions on hiring contractors, Fresnillo, as operator, has indicated a need to internalize a significant portion of its contractor workforce and perform much of the development work directly rather than outsourcing it to contractors, and hence invest in equipment either not previously in the project scope or not envisaged to be required until later in the mine life, to be utilized in underground operations. As well, certain underground development expenditures related to processing development material and some small items brought forward from project investments planned in the future are considered sustaining capital by Fresnillo. The costs incurred are expected to reduce future sustaining capital costs and totaled approximately $7,601 on a 100% basis in the six months ended June 30, 2022. These costs are included in the current Juanicipio development costs but are not considered by the operator as part of the $440,000 initial project capital.

PROJECT CAPITAL (“CAPEX”)

The Juanicipio Project initial capital or pre-operative project capital cost (“capex”) on a 100% basis, as estimated from January 1, 2018, is expected to be $440,000 and according to the operator Fresnillo, the project construction is expected to be delivered on budget.

With the plant ready to commence commissioning once connected to the power grid (expected in the coming weeks– see ‘Processing Plant Construction – Juanicipio Project’ above), final construction costs are expected to wind down until final commissioning and testing commence. Meanwhile, the amount of mineralized development and stope material being processed at the two Fresnillo plants since Q4 2021 has been significantly higher than the original targeted rate of 16,000 tonnes per month. Mineralized material from initial stopes is now being processed as well. The expected cash flow from this ongoing campaign processing, along with the cash held by Juanicipio at June 30, 2022 of $37,504 on a 100% basis, are expected to fund the remaining capital expenditures in the $440,000 budget (a cash call has not been needed since mid-December 2021 which was $21,000 on a 100% basis). Should there be additional funding requirements related to further commissioning delays (see Risks and Uncertainties below) or for additional sustaining capital to be funded prior to attaining commercial production in excess of the cash flow generated, there may still be further cash calls required from Fresnillo and MAG (see Liquidity and Capital Resources below).

OUTLOOK

Fresnillo, as operator, reports that commissioning of the Juanicipio processing plant is expected to come in on budget and the plant is expected to ramp up to 85-90% of the nameplate 4,000 tpd capacity by the end of 2022. In contrast, the 2017 PEA originally envisioned ramp-up to full production over 3 years after commissioning of the processing plant. An Operator Services agreement has been finalized which will become effective upon the declaration of commercial production, whereby Fresnillo and its affiliates will continue to operate the mine. Until the Juanicipio processing plant is commissioned, mineralized development material and initial stope material from Juanicipio is being processed at the Fresnillo and Saucito processing plants (both 100% owned by Fresnillo), with the lead (silver-rich) and zinc concentrates treated at market terms under off-take agreements with Met-Mex Peñoles, S.A. de C.V. (a Fresnillo affiliate) in Torreón, Mexico.

12

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Fresnillo has engaged closely with the CFE and ‘El Centro Nacional de Control de Energía’ (“CENACE”) to do all that it can to expedite the necessary approvals and comply with requirements to complete the tie-in to the national power grid. The connection to the grid is the last step prior to initially feeding lower grade mineralized material through the grinding mills and mineralized material has been conveyed to the fine ore bin in preparation for this processing. Although there remains some uncertainty regarding the timing for the power connection (see Risks and Uncertainties below), according to Fresnillo, the connection to the power grid is expected in the coming weeks, with full load commissioning of the Juanicipio processing plant expected to commence immediately thereafter.

According to Fresnillo, the Juanicipio development is expected to create approximately 1,720 jobs once at full production, with potential to scale-up operations in the future beyond 4,000 tpd.

EXPLORATION – Juanicipio Project

Most of the Juanicipio concession remains unexplored with many untested targets still to be pursued within the property. Drilling in recent years has been primarily designed to both convert the Inferred Mineral Resources included in the Deep Zone into Indicated Mineral Resources and to further trace mineralization to depth.

2022 Exploration Program

The planned expenditures for the 2022 Exploration Program total $7,000 on a 100% basis, for drilling programs designed to expand and convert the Inferred Mineral Resources included in the Deep Zone into Indicated Mineral Resources and to explore other parts of the Juanicipio concession. Drilling is in progress with 5 surface rigs as well as an additional underground rig. The drilling is focused on infilling the Valdecanas Vein System including Anticipada, Pre-Anticipada and the Venadas structures.

In mid-January 2022, drilling began on the first hole on the “Cesantoni Kaolinite Pits”(“Cesantoni”) target. Cesantoni lies in the northwestern corner of the Juanicipio concession, roughly 6 km west of the Valdecañas Vein and related underground infrastructure. Thousands of tonnes of mixed kaolinite-illite clays have been mined over the last 25 years by the Cesantoni Ceramics Company from a series of pits developed along the strong northeast-trending Cesantoni structure. This orientation is almost orthogonal to the northwest-trending veins that dominate the district, but is roughly parallel to the high-grade Venadas Vein family that cuts the NW-trending Valdecañas Vein. The extent of kaolinite-illite alteration at Cesantoni is much greater than that seen elsewhere in the district and may indicate passage of very large volumes of hydrothermal fluids. The top of anticipated mineralization at Cesantoni is expected to occur at depths similar to those elsewhere in the Juanicipio concession (350 to 500 m below the surface).

Initial planning as laid out by project operator, Fresnillo, is to drill 5 core holes totaling 6,000 m. Drilling is being done with a highly portable rig to minimize surface disturbance. The program is progressing well and the Company expects to release assays once the program is concluded and requisite QAQC has been finalized.

2021 Exploration Program

The 2021 Juanicipio exploration program was completed with a spend of $6,296 on a 100% basis and was focused on continued step-out and infill drilling of the Valdecañas Vein System (including independent targeting of the Venadas Vein family and the Anticipada Vein). Drilling for the program began in January 2021 with four drill rigs and a fifth drill rig was added mid-year. Three of the drill rigs were dedicated to Devico directional drilling. In total, 23 surface-based drill holes (targets) were successfully completed with 21 being deep infill or step-out holes on the Valdecañas Vein System and two exploration holes on other parts of the Juanicipio concession, resulting in 29,421 m drilled. The two exploration holes away from Valdecañas were drilled in a northeastern corner of the concession and both intercepted narrow veins with high grade silver and gold and no base metals suggesting these intercepts are high in the system.

13

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

2021 Valdecañas Drilling Results

The Company’s interpretation of the 2021 Valdecañas drill results is below, with a complete set of assay tables by vein of the 2021 drilling results available at: https://magsilver.com/site/assets/files/6439/mda_mj_exploration-supplemental-assay-tables.pdf along with various long sections detailing the results, available at: https://magsilver.com/geological-long-sections/ .

Most of the holes in the 2021 exploration program were directed at the Valdecañas Vein Deep Zone, with 13 coincidental intercepts of the Anticipada and 8 more for Pre-Anticipada, and various other hangingwall and footwall veins (see above noted links). Four holes cut the Venadas Vein Family and two holes were directed at a postulated vein lying to the northwest of the Valdecañas Vein System in the northeast corner of the concession. Most intercepts are comparable to previously drilled neighbouring holes with no major deviations either towards higher or lower grades or thicknesses. With the completion of the 2021 drilling program, the intercept density on the Valdecañas Vein Deep Zone is approaching that on the Bonanza Zone and confirms the continuity of mineralization in the Valdecañas Vein to depth.

The driving of development headings and test stopes in the Valdecañas Vein Bonanza Zone has been accompanied by channel sampling across the vein every 3 to 10 m. Samples are mostly 1 m in length and honour geology as much as possible. Importantly, the results of this detailed sampling show that the grade distribution in the vein is very close to that shown by both the initial 50 m – 70 m spaced surface-based drilling and the 25m spaced underground drilling, which adds substantial confidence in the width and grade continuity indicated by the surface drilling for the balance of the vein.

Quality Assurance and Control: The samples (half core) are shipped directly in security-sealed bags to ALS-Chemex Laboratories preparation facility in Guadalajara, Jalisco, Mexico (Certification ISO 9001). Samples shipped also include intermittent standards and blanks. Pulp samples are subsequently shipped to ALS-Chemex Laboratories in North Vancouver, British Columbia, Canada for analysis. Two extra pulp samples are also prepared and are analyzed (in progress) by SGS Laboratories (Certification ISO 9001) and Inspectorate Laboratories (Certification ISO 9001) (or another recognized lab). The remaining half core is placed back into the core boxes and is stored on site with the rest of the drill hole core in a secured core storage facility. The bulk reject is subsequently sent to the Center for Investigation and Technical Development (“CIDT”) of Peñoles in Torreon, Coahuila State, Mexico for metallurgical testing where a fourth assay for each sample is analyzed and a calculated head grade is received on the basis of a concentrate balance. The CIDT also does a full microscopic, XRF and XRD mineralogical analysis.

14

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

COVID-19 – Juanicipio Project

The Juanicipio Project operator, Fresnillo, continues to closely monitor the spread of the COVID-19 virus and has implemented a range of safety measures in accordance with the World Health Organization and Mexican Government guidelines.

As previously reported, the consequences of COVID-19 have had an impact on the commissioning timetable for the Juanicipio processing plant which is currently expected to commence commissioning in the coming weeks. Further impacts of this pandemic could create or include significant COVID-19 specific costs, further delays in plant commissioning, volatility in the prices for silver and other metals, further restrictions or temporary closures, additional travel restraints, supply chain disruptions and workforce interruptions, including loss of life. Depending on the duration and extent of the impact of COVID-19, this could materially impact the Company’s financial performance, cash flows and financial position, and could result in material changes to the costs and time for the completion of development at Juanicipio. The total amount that the Company is required to finance in order to maintain its proportionate ownership in the project may increase from these and other consequences of the COVID-19 outbreak. See ‘Virus outbreaks may create instability in world markets and may affect the Company’s Business’ in ‘Risk and Uncertainties’ below.

5. DEER TRAIL PROJECT

BACKGROUND AND HISTORY

MAG executed an earn-in agreement (the “Agreement”) effective December 20, 2018 to consolidate and acquire 100% of the historic Deer Trail mine and surrounding Alunite Ridge area in Piute County, Utah USA (the “Deer Trail Project”). The Deer Trail Project includes a mixture of patented and unpatented claims totaling approximately 5,600 hectares (“ha”). The counterparties to the Agreement (the “Parties”) contributed their respective Deer Trail claims and property rights to a newly formed company for a 99% interest in the company, with MAG holding the other 1% interest. MAG is the project operator and has the right to earn a 100% interest in the company and the Deer Trail Project, with the Parties retaining a 2% net smelter returns (“NSR”) royalty. In order to earn in 100%, MAG must make a total of $30,000 in escalating annual expenditures ($13,302 expended to June 30, 2022) and $2,000 in advanced royalty payments ($450 paid to June 30, 2022), both over the 10-year term of the agreement by 2028. The combined optional annual commitments do not exceed $2,500/year until after 2025, and all minimum obligatory commitments under the Agreement have been satisfied (see Exploration and Evaluation Assets below).

Deer Trail is a silver-rich Carbonate Replacement Deposit (“CRD”) project potentially related to a Molybdenum-Copper Porphyry system or systems immediately to the west. Consolidating the property package allows MAG to apply its integrated district scale exploration model and apply new technology to the search for an entire suite of mineralization styles expected to occur on the property.

15

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

The combined property package came with decades of information generated through prior exploration programs focused on the historic Deer Trail mine itself, the inferred Porphyry centres and veins scattered throughout the property. These data include: extensive surface and underground geological maps; geochemical sampling results; logs, core and chips from over 20,000 m of historic drilling; a districtwide airborne magnetic survey; 15 line kilometers (“km”) of Audio Magneto-Telluric (“AMT”) geophysics, and 2.5 km of U.S. Mine Safety and Health Administration (“MSHA”) certified underground workings. Infrastructure and access to the property are excellent. Pre-existing disturbances identified by MAG have been proactively addressed by MAG and reviewed by governmental regulators, leaving no significant environmental legacy issues.

See the ‘Deer Trail Project’ below for a project exploration update on Phase I and Phase II drill programs.

The Deer Trail Project displays and satisfies MAG’s top criteria when exploring for large CRD systems, specifically: the presence of high silver grades; location on a deep-penetrating regional-scale fault known to host other major CRD-family deposits; location at the top of a thick section of favorable host rocks; and an identifiable plumbing network of faults that localized mineralization.

MAG’s exploration focus on the project is to seek the source of the historically mined high-grade silver-lead-zinc-copper-gold Deer Trail manto in the thick section of high-potential limestone host (Redwall Limestone) that regional mapping indicates lies just below the interlayered sedimentary and limestone sequence that hosts the Deer Trail mine. On this basis, the 2021 Phase I drill program saw the completion of three holes totaling 3,927 m drilled from surface (see Press Release September 7, 2021). The program successfully fulfilled all three of its planned objectives by:

1) Confirming the presence of a thick section of more favorable carbonate host rocks (the predicted “Redwall Limestone” or “Redwall”) below the Deer Trail mine;

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

3) Intercepting high-grade mineralization related to those structures in host rocks below what was historically known.

Two of the three holes from Phase I drilling (holes DT21-02 and 03 – see Press Release September 7, 2021) cut high-grade, multi-stage massive sulphide replacement mineralization in Callville Formation limestones above the Redwall Limestone. Notably, the silver grades in both those holes are comparable to those of the historic Deer Trail massive sulfides, which suggests limited vertical zoning despite being up to 740 m deeper in the system. One of the holes appears to have cut mineralization directly within the Red Fissure fault, while the other appears to be manto-style mineralization fed from the nearby Wet fault. A follow up program (Phase II drilling) is targeting these mineralized structures down dip within the clean carbonates of the Redwall.

Phase II commenced at the Deer Trail Project in Q3 2021 and is planned for 5,000 m of drilling over 5 holes and is in progress. Deviation/directional drilling is being used in Phase II to make the drilling more efficient and accurate. In part, to facilitate the directional drilling, drilling contractors were changed in Q1 2022, with the new contractor having resumed drilling subsequent to the quarter ended March 31, 2022. To date, three holes of Phase II have been successfully completed. The first completed hole of Phase II is an offset of hole DT21-03 designed to test the Wet fault 150 m deeper where it cuts through the Redwall Limestone. The second completed hole is a 200 m offset of hole DT21-02 to test the Red Fissure structure within the Redwall Limestone. The third completed hole is a 1000m offset of DT21-03 designed to test an entirely new area south of the historic mine and drilling area. All assays are pending.

16

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Deer Trail Outlook

Phase II drilling at the Deer Trail Project remains in process subsequent to the quarter end.  Planned for 5 holes totaling 5,000 m of drilling, 2 holes have been completed to date (assays pending) with the balance currently underway with one drill. Deviation/directional drilling is currently being used to test defined targets utilizing previous boreholes without the need to re-drill through difficult ground.

Other highly prospective areas of the large property package are also being considered for further exploration and subsequent drill testing. An orientation AMT geophysical survey undertaken on the alluvium mantled slope at the base of Deer Trail Mountain indicates that the alluvium may be much thinner than previously believed and that drilling targets may also exist under this shallow cover. Environmental baseline studies and permitting in these prospective areas are in process.

COVID-19: Deer Trail Project

Health and safety are two of MAG’s key core values and MAG has implemented strict COVID-19 protocols for the Deer Trail Project in line with guidance from governmental public health agencies. The Company continues to monitor the Utah Department of Health, Center for Disease Control and World Health Organization recommendations, updating the protocols on three occasions in 2021 with the last update in September 2021. The majority of project employees and contractors have now been fully vaccinated. See ‘Virus outbreaks may create instability in world markets and may affect the Company’s Business’ in ‘Risk and Uncertainties’ below. 

6. LARDER PROJECT

BACKGROUND AND HISTORY

On March 11, 2022, the Company entered into a definitive arrangement agreement with Gatling with respect to the Transaction. Gatling is a Canadian gold exploration company focused on advancing the Larder Project. The Transaction was approved by the shareholders of Gatling on May 13, 2022 and on May 20, 2022 the Company completed the acquisition pursuant to which the Company acquired all of the common shares of Gatling by way of a court approved plan of arrangement. Under the terms of the arrangement each former Gatling shareholder became entitled to receive 0.0170627 of a common share of the Company in exchange for each share of Gatling held immediately prior to the arrangement. Holders of options and warrants to acquire common shares of Gatling received replacement options and warrants, respectively, entitling the holders thereof to acquire common shares of the Company, based on, and subject to, the terms of such options and warrants of Gatling, as adjusted by the plan of arrangement

MAG issued a total of 774,643 common shares in connection with the Transaction. The Company also issued 43,687 replacement stock options and 53,525 replacement warrants. A portion of the liabilities of Gatling related to change of control payments to Gatling executive management was settled by the issuance of 63,492 shares of the Company.

17

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

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

The Larder Project hosts three high-grade gold deposits along the Cadillac-Larder Lake Break, 35 km east of Kirkland Lake. The project is 100% owned by MAG and is comprised of patented and unpatented claims, leases and mining licenses of occupation within the McVittie and McGarry Townships. The 3,370 ha project area lies 7 km west of the Kerr-Addison Mine.

All parts of the Larder property are readily accessible, and MAG has retained the exploration team going forward. The concessions associated with the Larder Project are all in good standing with various underlying obligations or royalties ranging from nil-2% NSRs associated with various mineral claims, and various payments upon a production announcement.

The Larder Project lies in the highly prolific Abitibi Gold Province of northern Ontario. The property includes several known shear-hosted (“orogenic”) gold mineralization centres located along approximately 7 km of strike length of the greater than 250 km long Larder Lake–Cadillac Break (the “Break”), a highly-productive regional first-order shear structure. Unlike in many other shear-hosted gold deposits, mineralization occurs on the Break as concentrated ore shoots along the major first-order structure as well as along related second or third-order structures. This relationship appears similar to that manifested at the nearby and adjoining well-known gold camps along the Break such as the Kerr-Addison Mine (approximately 7 km to the east) and the Kirkland Lake district (approximately 35 km to the west). The Larder segment lacks systematic exploration, especially to depth on the main Break and along the subsidiary shear structures.

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

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

MAG intends to apply an integrated district-scale exploration model and new technology to the search for large-volume, high-grade gold mineralization of the style known to occur throughout the Abitibi region. MAG’s technical team believe that a combination of systematic surface-based exploration combined with geophysics will likely uncover numerous targets in this highly gold mineralized region. This will focus efforts along not just the Break but also along the many known, and geophysically indicated 2nd and 3rd order structures throughout the balance of the sparsely tested claim package. The Kir Vit prospect within the Larder claim package, is the most advanced of these and may be hosted on the same structure as Agnico Eagle’s Upper Beaver Mine currently in construction a few km to the west.

18

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Larder Project Outlook

MAG has commenced with preparations to initiate a drilling campaign in the second half of 2022. In addition to a comprehensive data review a drilling program is contemplated to drill below and lateral to the already identified mineralization. Together with concurrent groundwork, MAG also expects to advance other high priority targets on the property.

7. INVESTMENT IN JUANICIPIO

The Company’s investment relating to its interest in Juanicipio is detailed as follows for the six months ended June 30, 2022 and the year ended December 31, 2021:

	June 30,		December 31,
	2022		2021
	$		$
Juanicipio Project oversight expenditures incurred 100% by MAG	395		620
Interest earned, net of interest contributed to Investment in Juanicipio	(843	)	(1,316	)
Cash contributions and advances to Juanicipio	-		73,524
Total for the period	(448	)	72,828
Income from equity accounted Investment in Juanicipio	26,109		15,686
Balance, beginning of period	291,084		202,570
Balance, end of period	316,745		291,084

During the six months ended June 30, 2021, the Company incurred Juanicipio oversight expenditures of $395 (Year ended December 31, 2021: $620) and made no cash advances to Juanicipio (Year ended December 31, 2021: $73,524) as none have been required given the ongoing processing of mineralized material (see Underground Mine Production above).

A portion of the Investment in Juanicipio is in the form of interest-bearing shareholder loans. The interest charges within Juanicipio were capitalized to ‘Mineral interests, plant and equipment’ and the interest recorded by the Company on the loan totaling $1,570 for the six months ended June 30, 2022 (Year ended December 31, 2021: $1,316) was credited to the Investment in Juanicipio account as an eliminating related party entry. Offsetting this amount in the six months ended June 30, 2022, was interest receivable of $419 (December 31, 2021: nil) which was rolled over and converted into a shareholder loan and $179 (December 31, 2021: nil) was converted into additional shareholder capital.

During the six months ended June 30, 2022, MAG recorded $26,109 income from its equity accounted investment in Juanicipio (June 30, 2021: $5,452) as outlined in the following table below.

19

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
	$		$		$		$
Gross profit from processing mineralized development material (see Underground Mine Production - Juanicipio Project above)	37,262		8,883		83,483		17,082
Consulting and administrative expenses	(1,376	)	(236	)	(2,908	)	(556	)
Extraordinary mining duty	(109	)	(51	)	(212	)	(99	)
Exchange (gains) losses and other	23		1,199		(798	)	124
Net income before tax	35,800		9,795		79,565		16,551
Income tax expense	(8,439	)	1,160		(20,926	)	(4,160	)
Net income for the period (100 % basis)	27,361		10,955		58,639		12,391
MAG's 44% share of income	12,039		4,820		25,801		5,452
Loan interest on mining assets - MAG 44%	308		-		308		-
MAG's 44% share of income from equity accounted Investment in Juanicipio	12,347		4,820		26,109		5,452

8. EXPLORATION AND EVALUATION ASSETS

Deer Trail Project

In 2018, the Company entered into an option agreement with a private group whereby MAG has the right to earn 100% ownership interest in a company which owns the Deer Trail project in Utah, USA (see Deer Trail Project above). MAG paid $150 upon signing the agreement, $150 in October 2020 and another $150 in December 2021. To earn 100% interest in the property, MAG must make remaining cash payments of $1,550 over the next 7 years and fund a cumulative $30,000 of eligible exploration expenditures ($13,302 incurred to June 30, 2022) by 2028. Upon MAG’s 100% earn-in, the vendors will retain a 2% NSR royalty.

Option Earn-in Project

In 2017, the Company entered into an option earn-in agreement with a private group whereby the Company could earn up to a 100% interest in a prospective land claim package in the Black Hills of South Dakota. To complete the earn-in, the Company must have made a final cash or share payment of $150 by May 17, 2022, the fifth anniversary of the agreement. Although the geological prospect of the property remained encouraging, growing negative sentiment towards resource extraction in the area, combined with a slow consultation process resulted in significant challenges being encountered in permitting the property for exploration drilling. Concurrent efforts by the Company to find a partner or buyer for the project were unsuccessful and the Company provided formal notice that it would not be making the final $150 option payment in May 2022 and consequently has recorded a write-down of $10,471 during the six months ended June 30, 2022.

Cinco de Mayo Project

A full impairment was recognized on the Cinco de Mayo property in Mexico in prior years, although the concessions are still maintained in good standing.

20

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Larder Project

The company recognized $15,187 in exploration and evaluation assets associated with the Larder Project through the acquisition of Gatling.

Fair value of identified assets acquired and liabilities assumed	$
Assets
Cash and cash equivalents	89
Receivables, prepaids and deposits	115
Exploration and evaluation assets	15,187
Total Assets	15,391
Liabilities
Accounts payables and accrued liabilities	1,315
Lease liabilities	37
Total Liabilities	1,352
Net assets acquired	14,039

21

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

9. REVIEW OF FINANCIAL RESULTS

Three months ended June 30, 2022 vs. Three months ended June 30, 2021

	Three months ended June 30,
	2022		2021
	$		$
Income from equity accounted investment in Juanicipio	12,347		4,820
General and administrative expenses	(3,282	)	(3,029	)
General exploration and business development	(66	)	(33	)
Operating income	8,999		1,758
Interest income	18		42
Foreign exchange (loss) gain	(185	)	100
Income before income tax	8,832		1,900
Deferred income tax (expense).benefit	(1,270	)	1,405
Income for the period	7,562		3,305

Income from equity accounted Investment in Juanicipio increased to $12,347 (June 30, 2021: $4,820) from processing significantly more mineralized development and stope material compared to the prior period, as described above in Underground Mine Production – Juanicipio Project and Investment in Juanicipio.

General and administrative expenses increased to $3,282 during the three months ended June 30, 2022 (June 30, 2021: $3,029) due to:

· the addition of a new Chief Sustainability Officer, a new Chief Financial Officer and a new director as well as the severance payment made to a former officer who left the Company in May 2022 resulting in the increase in management compensation and consulting fees to $1,254 (June 30, 2021: $627);

· increase in insurance expense to $530 (June 30, 2021: $360) as premiums increased significantly in the current period; and

· increase in shareholder relations and travel to $131 and $64 respectively (June 30, 2021: $67 and nil) as officers resumed attending in-person conferences and trade shows;

Offset by:

· the decrease in share-based payment expense (a non-cash item) for the three months ended June 30, 2022 to $708 (June 30, 2021: $1,485) attributed to the change in the schedule of annual equity grants previously awarded in Q4 in prior years. During the three months ended June 30, 2022, the Company granted 264,585 stock options (June 30, 2021: 50,000), 79,156 PSUs (as defined herein) (June 30, 2021: nil) and 80,535 RSUs (as defined herein) (June 30, 2021: 10,000) to employees and consultants under its equity compensation plan. These 2022 grants reflect 2021 equity incentives granted in 2022. As well, the Company granted 4,104 DSUs (as defined herein) in the quarter to directors who elected to receive a portion of their annual retainer in DSUs rather than in cash (June 30, 2021: 46,054 granted under the plan and 2,458 granted in lieu of cash retainer).

22

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Foreign exchange loss of $185 (June 30, 2021: $100 foreign exchange gain) in the three months ended June 30, 2022 is related to exchange rate changes to the Canadian dollar and Mexican peso relative to the Company’s US dollar functional currency.

Interest income decreased to $18 (June 30, 2021: $42) due to lower cash balances held.

Deferred income tax expense of $1,270 (June 30, 2021: $1,405 deferred income tax benefit) is primarily related to the weakening of the Mexican peso during the period (from 19.8632 pesos/US$ on March 31, 2022 to 20.1443 pesos/US$ on June 30, 2022).

As a result of the foregoing, income for the period was $7,562 compared to $3,305 in the same quarter of the prior year.

Six Months Ended June 30, 2022 vs. Six Months Ended June 30, 2021

	Six months ended June 30,
	2022		2021
	$		$
Income from equity accounted investment in Juanicipio	26,109		5,452
General and administrative expenses	(5,552	)	(5,802	)
General exploration and business development	(91	)	(40	)
Exploration and evaluation costs written down	(10,471	)	-
Operating income (loss)	9,995		(390	)
Interest income	119		127
Foreign exchange (loss) gain	(204	)	148
Income (loss) before income tax	9,910		(115	)
Deferred income tax benefit (expense).	332		(242	)
Income (loss) for the period	10,242		(357	)

Exploration and evaluation costs written down of $10,471 was recorded by the Company during the six months ended June 30, 2022 (June 30, 2021: nil) as the Company wrote-down its earn in option on a mineral property as described above in Exploration and Evaluation Assets.

Deferred income tax benefit of $332 (June 30, 2021: $242 deferred income tax expense) primarily related to the slight strengthening of the Mexican peso during the period (from 20.5157 pesos/US$ on December 31, 2021 to 20.1443 pesos/US$ on June 30, 2022).

All other income and expenses increased or decreased due to the same rationale as stated in the three months ended June 30, 2022. As a result of the foregoing, income for the period was $10,242 compared to a loss of $357 in the same period of the prior year.

23

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Other Comprehensive (Loss) Income:

(In thousands of US dollars, except for shares and per share amounts - Unaudited)
	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
	$		$		$		$
Income (loss) for the period	7,562		3,305		10,242		(357	)
Other comprehensive (loss) income:
Items that will not be reclassified subsequently to profit or loss:
Unrealized loss on equity securities	(1	)	(101	)	(59	)	(3,424	)
Net of deferred tax benefit	-		14		7		465
Other comprehensive (loss) income	(1	)	(87	)	(52	)	(2,959	)

In Other Comprehensive (Loss) Income during the three and six months ended June 30, 2022, MAG recorded an unrealized mark-to-market loss of $1 and $52 respectively (net of nil and $7 deferred tax benefit) (June 30, 2021: $87 and $2,959 respectively, net of deferred tax benefit) on equity securities..

10. FINANCIAL POSITION

The following table summarizes MAG’s financial position as at:

	June 30, 2022	December 31, 2021
	$	$
Cash	44,655	56,748
Other current assets	4,656	2,623
Total current assets	49,311	59,371
Investments	9	1,179
Investment in Juanicipio	316,745	291,084
Exploration and evaluation assets	29,207	20,254
Property and equipment	419	484
Total non-current assets	346,380	313,001
Total assets	395,691	372,372
Total current liabilities	1,638	1,610
Total non-current liabilities	2,842	3,241
Total liabilities	4,480	4,851
Total equity	391,211	367,521
Total liabilities and equity	395,691	372,372

24

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Cash totaled $44,655 as at June 30, 2022 compared to $56,748 at December 31, 2021, and the decrease primarily reflects the use of cash in ongoing operating and investing activities (see ‘Cash Flows’ below). Other current assets as at June 30, 2022 included accounts receivable of $2,620 (December 31, 2021: $2,097) and prepaid insurance and other prepaid expenses of $2,036 (December 31, 2021: $526). The accounts receivable is comprised primarily of a receivable from Juanicipio related to interest on a portion of MAG’s shareholder advances (see ‘Related Party Transactions’ below).

Investments of $9 (December 31, 2021: $1,179) are comprised of equity securities held by MAG. The decrease in balance from the year ended December 31, 2021 is primarily the result of a sale and divestiture of the majority of the marketable securities previously held.

The Investment in Juanicipio balance increased from $291,084 at December 31, 2021 to $316,745 at June 30, 2022 and reflects MAG’s share of earnings from Juanicipio and its ongoing investment in Juanicipio, as discussed above in ‘Investing Activities’ and ‘Investment in Juanicipio’. Exploration and evaluation assets as at June 30, 2022 increased to $29,207 (December 31, 2021: $20,254) reflecting the acquisition of Gatling and exploration expenditures incurred on the Deer Trail Project partially offset by a write-down of an option earn-in property described above in ‘Exploration and Evaluation Assets’.

Property and equipment of $419 (December 31, 2021: $484) includes a right-of-use asset recognized under IFRS 16 and exploration camp and equipment.

Current liabilities as at June 30, 2022 amounted to $1,638 (December 31, 2021: $1,610) and are attributable to accrued exploration and administrative expenses and the current portion of the IFRS 16 lease obligations. Non-current liabilities as at June 30, 2022 of $2,842 (December 31, 2021: $3,241) includes the non-current portion of the lease obligation of $215 (December 31, 2021: $275), $409 for a reclamation provision (December 31, 2021: $409) and a deferred income tax liability of $2,218 (December 31, 2021: $2,557), the latter resulting from temporary differences between the valuation of various tax assets denominated in Mexican pesos rather than the Company’s US$ functional currency.

11. CASH FLOWS

The following table summarizes MAG Silver’s cash flow activities for the three and six months ended June 30, 2022:

25

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

	Three months ended				Six months ended
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
	$		$		$		$
Operating activities	(2,572	)	(1,714	)	(4,239	)	(3,189	)
Movements in non-cash working capital	(2,458	)	816		(2,455	)	(631	)
Operating activities	(5,030	)	(898	)	(6,694	)	(3,820	)
Investing activities	(2,916	)	(26,027	)	(5,584	)	(24,380	)
Financing activities	7		99		(21	)	151
Effect of exchange rate changes on cash	346		324		206		383
Decrease in cash during the period	(7,593	)	(26,502	)	(12,093	)	(27,666	)
Cash, beginning of period	52,248		92,844		56,748		94,008
Cash, end of period	44,655		66,342		44,655		66,342

Operating Activities

During the three and six months ended June 30, 2022, MAG used $2,572 and $4,239 respectively, in cash for operations before movements in non-cash working capital, compared to $1,714 and $3,189 respectively, in the three and six months ended June 30, 2021. More cash was expended in operations before working capital changes in the current period, primarily because of increased insurance premiums and management compensation and consulting fees, all as described above in ‘Review of Financial Results.’ MAG’s movements in operating working capital (accounts receivable, prepaid expenses less trade and other payables) in the three and six months ended June 30, 2022 increased by $2,458 and $2,455 respectively from mainly higher prepaid insurance (June 30, 2021: decreased by $816 and increased by $631 respectively). The total use of cash from operating activities in the three and six months ended June 30, 2022 was $5,030 and $6,694 respectively (June 30, 2021: $898 and $3,820 respectively).

Investing Activities

During the three and six months ended June 30, 2022, the net cash used for investing activities amounted to $2,916 and $5,584 respectively (June 30, 2021: $26,027 and $24,380). Included in these amounts was a portion of the Gatling acquisition costs of $250 and $2,653 respectively (June 30, 2021: nil and nil respectively). In the three and six months ended June 30, 2022, the Company made no cash advances to Juanicipio and expended $104 and $189 respectively, net of $64 and $129 received in interest respectively (June 30, 2021: $23,809 and 23,910 respectively), on its own account on the Juanicipio oversight. In addition, MAG expended $2,549 and $3,840 respectively (June 30, 2021: $2,218 and $3,815 respectively) on its other exploration and evaluation properties (see ‘Exploration and Evaluation Assets’ above). During the three and six months ended June 30, 2022, the Company received cash proceeds of nil and $1,111 respectively (June 30, 2021: nil and $3,349) from the sale of certain equity securities originally acquired as part of its divestiture of non-core concessions in prior years.

Financing Activities

26

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

During the three and six months ended June 30, 2022, 3,125 stock options were exercised for cash proceeds of $32 (June 30, 2021: 9,386 and 16,386 respectively for cash proceeds of $117 and $192 respectively). During the three and six months ended June 30, 2022, cash was used to pay a head office lease obligation of $25 and $53 respectively (June 30, 2021: $18 and $41 respectively).

12. SUMMARY OF QUARTERLY RESULTS

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

	2022			2021							2020
		Q2	Q1		Q4	Q3		Q2	Q1			Q4	Q3
		$	$		$	$		$	$			$	$
Income in equity accounted investment in Juanicipio		12,347	13,762		8,777	1457		4,820	632			5,586	126
Revenue (1)		18	101		22	25		42	85			120	133
General and administrative expenses		3,282	2,270		3,347	2,212		3,029	2,773			3,243	1,637
Net income (loss) (2)		7,562	2,680		8,662	(2,280	)	3,305	(3,662	)		6,593	(89	)
Net income (loss) per share		0.08	0.03		0.09	(0.02	)	0.03	(0.04	)		0.07	(0.00	)
Diluted net income (loss) per share		0.08	0.03		0.09	(0.02	)	0.03	(0.04	)		0.07	(0.00	)

Notes:

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

(2) Net income (loss) by quarter is often materially affected by the timing and recognition of large non-cash expenses (specifically share-based payments, exploration and evaluation property impairments, and deferred tax changes) as discussed above when applicable in “Review of Financial Results.” Net income in the last two quarters (Q1 2022 and Q4 2021) was positively impacted by the processing of more mineralized material than in prior periods (see ‘Underground Mine Production – Juanicipio Project’ above). Net income was negatively impacted in Q1 2022 by a write-off of an exploration property.

13. LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2022, MAG had working capital of $47,673 (December 31, 2021: $57,761) including cash of $44,655 (December 31, 2021: $56,748) and no long-term debt. At June 30, 2022, Juanicipio had cash of $37,504 (MAG’s attributable share is 44%). MAG does not currently receive dividends or have cash flow from operations, and therefore the Company may require additional capital in the future to meet its future project and other related expenditures. Future liquidity may therefore depend upon the Company’s ability to arrange debt or additional equity financings.

Revolving Credit Facility

In Q4 2021, the Company signed a binding commitment letter for a fully underwritten $40,000 revolving credit facility in order to give MAG additional liquidity and financial flexibility for its 44% share of the Juanicipio development and exploration costs should it be needed. MAG continues to work on the definitive documentation for the facility along with other customary conditions required to put the facility into place. Until the facility closes, there is no funding available to MAG under the terms of the commitment letter.

27

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Funding of the Juanicipio Project Capex and other Juanicipio related expenditures

The initial capital expenditure requirement for the Juanicipio Project, as revised and announced by the Juanicipio shareholders on February 24, 2020, is estimated as of January 1, 2018 to be $440,000 (100% basis) including the mine development-related costs to be incurred prior to the envisaged commencement of commercial operations. Capital costs incurred after commercial production, are projected to be paid out of operating cash-flows.

According to the operator Fresnillo, the Juanicipio Project construction will be delivered on budget of $440,000. With the plant ready to commence commissioning once connected to the power grid (expected in mid-2022 – see ‘Processing Plant Construction – Juanicipio Project’ above), final construction costs have wound down until final commissioning and testing commence. Meanwhile, the amount of mineralized development and stope material being processed at the two Fresnillo plants since Q4 2021 has been significantly higher than the original targeted rate of 16,000 tonnes per month. The processing rate increased to an average of 37,983 tonnes per month in Q4 2021, an average of 48,495 tonnes per month in Q1 2022 and an average of 51,356 tonnes per month in Q2 2022 (see ‘Underground Mine Production – Juanicipio Project’ above). Mineralized material from initial stopes is now being processed as well.

The cash flow generated from this processing, along with the cash held by Juanicipio at June 30, 2022 of $37,504 are expected to substantially fund the remaining capital expenditures in the $440,000 initial capital estimate (a cash call has not been needed since mid-December 2021 which was $21,000 on a 100% basis). However, with the current ramp-up of underground mine production and given hiring restrictions on contractors arising from the 2021 labour reform legislation, the timing of various sustaining capital expenditures has been brought forward (see ‘Underground development – Juanicipio Project’ above). Should there be additional funding requirements in excess of the cash flow generated related to further commissioning delays (see Risks and Uncertainties below) or to additional sustaining capital that is being brought forward and required to be funded prior to attaining commercial production, there may still be further cash calls required from Fresnillo and MAG.

The COVID-19 pandemic has had a material impact on the global economy, the scale and duration of which remain uncertain. As noted above in COVID-19 – Juanicipio Project, COVID-19 has already had an impact on the Juanicipio plant commissioning timeline. The impact of possible other consequences of COVID-19 on the development of the mine cannot be fully assessed at this time. The COVID-19 virus outbreak and possible additional work stoppages or restrictions could result in additional medical and other costs, project delays, cost overruns, and operational restart costs. The total amount that the Company is required to finance in order to maintain its proportionate ownership in the project may increase from these and other consequences of the COVID-19 outbreak.

28

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

In addition, capital and operating costs, production schedules and economic returns envisioned at Juanicipio are based on certain assumptions which may prove to be inaccurate (see Risks and Uncertainties below), and may result in additional costs, project delays, and cost overruns requiring MAG to fund its 44% share of such costs. Aside from its investment in Juanicipio, the Company maintains a corporate office and undertakes other exploration activities. The Company may therefore need to raise additional capital in the future in order to meet these funding requirements and its full share of initial capital required to develop the Juanicipio Project. Accordingly, future liquidity may depend upon the Company’s ability to arrange additional debt or additional equity financings. The inability of MAG to fund its 44% share of cash calls would result in dilution of its ownership interest in Juanicipio in accordance with the shareholders’ agreement.

Expected Use of Proceeds and Financings

On November 29, 2021, MAG closed a bought deal share offering and issued 2,691,000 common shares, resulting in net proceeds of $43,242. In the Company’s prospectus supplement dated November 23, 2021 to a short form base shelf prospectus dated April 23, 2020, the Company provided the expected use of net proceeds with respect to the offering as follows:

Description	$Amount
Exploration expenditures related to the Juanicipio Project, the Deer Trail Project and other projects	$	17,500
Development and sustaining capital expenditures not included in the estimated initial project capital related to the Juanicipio Project (2021-2022)		16,700
Working capital and general corporate purposes		9,000
Total Estimated Use of Proceeds in the Prospectus Supplement dated November 23, 2021	$	43,200

As noted above in Cash Flows, MAG expended $3,840 on its exploration and evaluation properties in the six months ended June 30, 2022 corresponding to the exploration expenditures in the first category above ($13,660 remaining), and MAG used $4,239 during the six months ended June 30, 2022 for operations corresponding to the working capital and general corporate purposes above ($4,761 remaining). In December 2021, MAG advanced $9,240 to Juanicipio and estimates that $2,073 was used on development and sustaining capital not included in the initial project capital ($14,627 remaining). In the event the remaining development and sustaining capital expenditures at Juanicipio are funded from existing cash flows being generated from processing mineralized material (see Funding of the Juanicipio Project Capex and other Juanicipio related expenditures above), and there are no further cash calls, the funds designated for that use will be deployed on other exploration, working capital and general corporate purposes. Otherwise, it is expected that the full use of proceeds once expended, will align with the above estimates, and the actuals will be reported in future MD&As.

29

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

14. CONTRACTUAL OBLIGATIONS

The following table discloses the contractual obligations of MAG and its subsidiaries as at June 30, 2022 for committed exploration work and other committed obligations.

	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
	$		$		$		$		$
Committed exploration expenditures		-		-		-		-		-
Minera Juanicipio (1)&(2)		-		-		-		-		-
Consulting contract commitments		660		363		218		79		-
Total Obligations and Commitments		660		363		218		79		-

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

2) According to the operator, Fresnillo, as at June 30, 2022, contractual commitments including project development and for continuing operations total $59,359 (December 31, 2021: 76,632) and purchase orders issued for project capital and sustaining capital total $20,426 (December 31, 2021: $26,467) with respect to the Juanicipio Project, both on a 100% basis.

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

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

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

MAG may provide guarantees and indemnifications in conjunction with transactions in the normal course of operations. These are recorded as liabilities when reasonable estimates of the obligations can be made. Indemnifications that the Company has provided include an obligation to indemnify directors and officers of the Company for potential liability while acting as a director or officer of the Company, together with various expenses associated with defending and settling such suits or actions due to association with the Company. The Company has a comprehensive director and officers’ liability insurance policy that could mitigate such costs if incurred.

30

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

15. SHARE CAPITAL INFORMATION

MAG Silver’s authorized capital consists of an unlimited number of common shares without par value. As at August 12, 2022, the following common shares, stock options, replacement stock options and warrants, RSUs, PSUs and DSUs were outstanding:

	Number of shares	Exercise Price (in Canadian dollars) or Conversion Ratio	Remaining Life
Common shares	98,721,885	n/a	n/a
Stock options	1,154,912	C$12.75 - C$23.53	0.4 to 4.9 years
Replacement stock options	43,687	C$21.40 - C$68	0.9 to 2.1 years
Replacement warrants	53,525	C$35.17 - C$41.03	0.5 to 1 year
Performance Share Units (“PSUs”) (1)	288,871	1:1(1)	0.3 to 4.7 years
Restricted Share Units(“RSUs”)	99,644	1:1	1.7 to 4.9 years
Deferred Share Units (“DSUs”) (2)	448,477	1:1	n/a (2)
Fully Diluted	100,811,001

⁽¹⁾ Includes 59,943 PSU grants where vesting is subject to a market price performance factor, each measured over a three-year performance period which will result in a PSU vesting target range from 50% (29,971 PSUs) to 150% (89,914 PSUs).

⁽²⁾ To be share settled, but no common shares are to be issued in respect of a participant in the DSU Plan prior to such eligible participant’s termination date. As at date of filing this MD&A, there are 61,295 DSUs which are available for settlement to a director no longer with the Company.

16. OTHER ITEMS

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

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

Value Added Tax (“VAT”) also known as “IVA”

In Mexico, VAT is charged on the sale of goods, rendering of services, lease of goods and importation of the majority of goods and services at a rate of 16%. Proprietors selling goods or services must collect VAT on behalf of the government. Goods or services purchased incur a credit for VAT paid. The resulting net VAT is then remitted to, or collected from, the Government of Mexico through a formalized filing process.

The Company has traditionally held a VAT receivable balance due to the expenditures it incurs whereby VAT is paid to the vendor or service provider. Collections of these receivables from the Government of Mexico often take months and sometimes years to recover, but MAG has to date been able to recover all of its VAT paid. Juanicipio also holds a VAT receivable balance, and the collections of these receivables, if not recovered on a timely basis, can be credited against VAT payable as Juanicipio has started to generate revenue.

31

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Cyber Security

The Company did not experience any information security breaches in the six months ended June 30, 2022.

17. TREND INFORMATION

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

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

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

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

18. RISKS AND UNCERTAINTIES

The Company’s securities should be considered a highly speculative investment and investors are directed to carefully consider all of the information disclosed in the Company’s Canadian and U.S. regulatory filings prior to making an investment in the Company, including the risk factors discussed under the heading “Risk Factors” in the Company’s most recent Annual Information Form dated March 31, 2022 as part of its Form 40-F and available on SEDAR at www.sedar.com and the SEC website at www.sec.gov and incorporated by reference herein.

The volatile global economic environment has created market uncertainty and volatility in recent years. The Company remains financially strong and will monitor the risks and opportunities of the current environment carefully. These macro-economic events have in the past, and may again, negatively affect the mining and minerals sectors in general. The Company will consider its business plans and options carefully going forward.

32

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

The Company examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include credit risk, liquidity risk, currency risk, commodity price risk, interest rate risk and political and country risk and management’s objectives, policies and procedures for managing these risks are disclosed in Note 13 in the unaudited condensed interim consolidated financial statements of the Company as at June 30, 2022. In the normal course of business, the Company enters into transactions for the purchase of supplies and services denominated in Canadian dollars or Mexican pesos. The Company also has cash and other monetary assets and liabilities denominated in Canadian dollars and Mexican pesos. As a result, the Company is subject to foreign exchange risk on these currencies from fluctuations in foreign exchange rates.

In addition, there is increasing environmental regulation as a result of public concern over climate change. The Company may have increased costs associated with the compliance of these regulations and a failure to comply may have a material adverse impact on the Company’s performance.

Commissioning of the Juanicipio Processing Plant may be adversely impacted by the timing of hook up to the national power grid

The commissioning of the Juanicipio processing plant requires regulatory approval for the power connection to the national electricity transmission grid of Mexico. As noted above (see Processing Plant Construction – Juanicipio Project’), the CFE notified Fresnillo late in December 2021 that the regulatory approval to complete the power tie-in could not yet be granted, and the commissioning timeline was extended approximately six months. The operator Fresnillo has reported it expects the power connection to occur in the coming weeks, but there is no assurance that the connection will occur when it is currently anticipated, and further connection delays could compromise many aspects of the project’s commissioning and profitability, including, but not limited to the timeline to achieving commercial production and cash flow, and the impact on capital and operating costs.

Amendments to the Federal Labour Law on Labour Subcontracting (or “outsourcing”)

Labour reform legislation on subcontracting and outsourcing in Mexico was published on April, 23, 2021 (the ‘Reform’). The Reform amends several Mexican laws, including the Federal Labour Law, and seeks to, amongst other things, regulate outsourcing as follows: i) to prohibit the use of subcontracting as it has historically been used in Mexico; and, ii) to allow an exception for specialized services under regulated circumstances. This Reform legislation came into effect on September 1, 2021.

The Reform changes are not expected to have a significant impact on the viability of the Juanicipio Project, and Fresnillo, as operator, does not expect the Reform to impact the timeline to commissioning of the Juanicipio plant. However, with various restrictions on hiring contractors, Fresnillo, as operator, has indicated a need to internalize a portion of its workforce and perform much of the development work directly rather than outsourcing it to contractors, and hence invest in equipment not previously planned to be utilized in underground operations. The cost of any required additional equipment is not included in the initial project capital of $440,000 (see Project Capital - Juanicipio Project above) and may affect the Company’s total funding requirement to get the Juanicipio Project to commercial production (see Underground Development - Juanicipio Project above).

33

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

The Company’s capital and operating costs, production schedules and economic returns are based on certain assumptions which may prove to be inaccurate.

The Company’s expected capital and operating costs, production estimates, anticipated economic returns and other projections, estimates and forecasts for its mineral properties that are included in the 2017 PEA are based on assumed or estimated future metals prices, cut-off grades, operating costs, capital costs, rates of inflation, underground development rates, metallurgical recoveries, whether the actual material mined is amenable to mining or treatment, environmental considerations, labour volumes, permitting and other factors, any of which may prove to be inaccurate. The 2017 PEA includes estimates of future production, development plans, operating costs, capital costs and other economic and technical estimates for the Juanicipio Project. These estimates are based on a variety of factors and assumptions and there is no assurance that such production plans, costs or other estimates will be achieved. Actual production, costs and financial returns may vary significantly from the estimates depending on a variety of factors, many of which are not within the Company’s control.

The Company’s capital and operating costs are affected by the cost of commodities and goods such as explosives, fuel, electrical power and supplies.  Significant declines in market prices for gold, silver and other metals could have an adverse effect on the Company’s economic projections. Management of the Company assumes that the materials and supplies required for operations, development and commercial production will be available for purchase and that the Company will have access to the required amount of sufficiently skilled labour.  As the Company relies on certain third-party suppliers and contractors, these factors can be outside its control and an increase in the costs of (due to inflation, impacts of the Russia and Ukraine conflict or otherwise), or a lack of availability of, commodities, goods and labour may have an adverse impact on the Company’s financial condition. The Company may experience difficulty in obtaining the necessary permits for its exploration, development or operational activities, if such permits are obtained at all, and may face penalties as a result of violations of permits or other environmental laws, which may cause delays and increases to projected budgets. Any of these discrepancies from the Company’s expected capital and operating costs, production schedules and economic returns could cause a material adverse effect on the Company’s business, financial condition and results of operations.

The Company has in the past, and may in the future, provide estimates and projections of its future production, production costs and financial results. In addition, Fresnillo, as operator of the Juanicipio Project, has in the past, and may in the future, provide estimates and projections of future production, production costs and financial results expected from Juanicipio. Any such information provided by the Company and/or Fresnillo, is forward-looking. Neither the Company’s auditors nor any other independent expert or outside party compiles or examines these forward- looking statements. Accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. Such estimates are made by the Company’s management and technical personnel and are qualified by, and subject to the assumptions, contained or referred to in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralized material, the Company’s costs of production, general economic conditions (including rates of inflation), the market prices of silver, gold and other metals, the Company’s ability to sustain and increase production levels, the ability to produce and sell marketable concentrates, the sufficiency of its infrastructure, the performance of its personnel and equipment, its ability to maintain and obtain mining interests and permits, the state of the government and community relations, and its compliance with existing and future laws and regulations. Actual results and experience may differ materially from these assumptions. Failure to achieve estimates or material increases costs could have a material adverse impact on the Company’s future cash flows, profitability, results of operations and financial condition. Any such production, cost, or financial results estimates speak only as of the date on which they are made, and the Company disclaims any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.

34

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Virus outbreaks may create instability in world markets and may affect the Company’s business.

MAG’s operations and the operations it has an interest in are subject to the risk of emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, including COVID-19, and any variants thereof. The current outbreak of COVID-19 and any future emergence and spread of similar pathogens, could have an adverse impact on global economic conditions which may adversely impact the Company’s operations, and the operations of the Company’s suppliers, contractors and service providers and may negatively impact future fiscal periods in the event of prolonged disruptions associated with the outbreak. The Chinese market is a significant source of global demand for commodities, including silver, gold and other metals. A sustained slowdown in China’s growth or demand, or a significant slowdown in other markets, in either case, that is not offset by reduced supply or increased demand from other regions could have an adverse effect on the price and/or demand for the Company’s products. COVID-19 and efforts to contain it, including restrictions on travel and other advisories issued may have a significant effect on metal prices and demand in China and other markets and potentially broader impacts on the global economy.

Any COVID-19 related outbreaks or direct or indirect COVID-19 related impacts could cause increased costs or delays in the development timeline and commissioning of the Juanicipio processing plant and could have a material adverse impact on the Company. The impact of this pandemic could include significant COVID-19 specific costs, volatility in the prices for silver and other metals, further restrictions or temporary closures, additional travel restraints, other supply chain disruptions and workforce and contractor interruptions, including possible loss of life. Depending on the duration and extent of the impact of COVID-19, this could materially impact the Company’s financial performance, cash flows and financial position, and could result in material impairment charges to the Company’s assets. The total amount that the Company is required to finance in order to maintain its proportionate ownership in the project may increase from these and other consequences of the COVID-19 outbreak.

19. OFF-BALANCE SHEET ARRANGEMENTS

MAG Silver has no off-balance sheet arrangements.

35

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

20. RELATED PARTY TRANSACTIONS

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

	Three months ended		Six months ended
	June 30,	June 30,	June 30,	June 30,
	2022	2021	2022	2021
	$	$	$	$
Fees related to Dr. Megaw:
Exploration and marketing services	64	72	132	145
Travel and expenses	7	6	15	9
Other fees to Cascabel and IMDEX:
Administration for Mexican subsidiaries	14	13	27	27
Field exploration services	48	46	88	86
	133	138	262	267

All transactions are incurred in the normal course of business and are negotiated on terms between the parties which are believed to represent fair market value for all services rendered. A portion of the expenditures are incurred on the Company’s behalf and are charged to the Company on a “cost + 10%” basis. The services provided do not include drilling and assay work which are contracted out independently from Cascabel and IMDEX. Included in trade and other payables at June 30, 2022 is $34 related to these services (December 31, 2021: $22).

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

The Company holds various mineral property claims in Mexico upon which full impairments have been recognized. The Company is obligated to a 2.5% NSR royalty on the Cinco de Mayo property payable to the principals of Cascabel under the terms of an option agreement dated February 26, 2004, whereby the Company acquired a 100% interest in the property from Cascabel, and under the terms of assignment agreements entered into by Cascabel with its principals.

The immediate parent and ultimate controlling party of the consolidated group is MAG Silver Corp. (incorporated in British Columbia, Canada).

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

36

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Name	Country of Incorporation	Principal	MAG's effective interest
		Project	2022 (%)	2021 (%)
Minera Los Lagartos, S.A. de C.V.	Mexico	(44%)	100%	100%
Gatling Exploration Inc.	Canada	(100%)	100%	-

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

Juanicipio, created for the purpose of holding and operating the Juanicipio Project, is held 56% by Fresnillo and 44% by the Company through Minera Los Lagartos, S.A. de C.V. Fresnillo is the operator of Juanicipio, and with its affiliates, beneficially owns 10.0% of the common shares of the Company as at June 30, 2022, as publicly reported. Juanicipio is governed by a shareholders agreement and corporate by-laws. All costs relating to the project and Juanicipio are required to be shared by the Company and Fresnillo pro-rata based on their ownership interests in Juanicipio.

As at June 30, 2022, Fresnillo and the Company have advanced $219,358 as shareholder loans (MAG’s 44% share $96,513) to Juanicipio, bearing interest at 3 and 6 month LIBOR + 2%. During the six months ended June 30, 2022, the interest accrued within Juanicipio was capitalized to ‘Mineral interests, plant and equipment’ and the interest recorded by the Company on the loans totaling $1,570 has therefore been applied to the Investment in Juanicipio account reducing its balance as an eliminating related party entry (see Note 8 in the unaudited condensed interim consolidated financial statements as at June 30, 2022).

During the period, compensation of key management personnel (including directors) was as follows:

	Three months ended			Six months ended
	June 30,		June 30,	June 30,	June 30,
	2022		2021	2022	2021
	$		$	$	$
Salaries and other short term employee benefits	412	$	359	828	645
Share-based payments	354		1,109	603	1,850
	766		1,468	1,431	2,495

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

21. CRITICAL ACCOUNTING JUDGMENTS, SIGNIFICANT ESTIMATES AND ASSUMPTIONS

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reported period. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results may differ from these estimates. The areas involving critical judgements, significant estimates and assumptions have been set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2021.

37

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

(i) Under IFRS, the Company defers all costs relating to the acquisition and exploration of its mineral properties (“exploration and evaluation” assets). When commercial production commences on any of the Company’s properties, any previously capitalized costs would be charged to operations using a unit-of-production method. The Company reviews and assesses when events or changes in circumstances indicate the carrying values of its properties may exceed their estimated net recoverable amount, and a provision is made for any impairment in value. IFRS also requires the reversal of impairments if conditions that gave rise to those impairments no longer exist.

The existence of uncertainties during the exploration stage and the lack of definitive empirical evidence with respect to the feasibility of successful commercial development of any exploration property does create measurement uncertainty concerning the estimate of the amount of impairment to the value of any mineral property. The Company relies on its own or independent estimates of further geological prospects of a particular property and also considers the likely proceeds from a sale or assignment of the rights before determining whether or not impairment in value has occurred.

(ii) The Company and Juanicipio incur indirect taxes, including value-added tax, on purchases of goods and services at its development and exploration projects. Indirect tax balances are recorded at their estimated recoverable amounts within current or long-term assets, net of provisions, and reflect the Company’s best estimate of their recoverability under existing tax rules in the respective jurisdictions in which they arise. Management’s assessment of recoverability considers the probable outcomes of claimed deductions and/or disputes. The provisions and balance sheet classifications made to date may be subject to change and such change may be material.

(iii) Juanicipio has mineral stockpiles that are valued at the lower of cost and net realizable value. The assumptions used in the valuation of inventories include estimates of the amount of recoverable metal in the stockpile and an assumption of the metal prices expected to be realized when the metal is recovered. If these estimates or assumptions prove to be inaccurate, Juanicipio and the Company could be required to write-down the recorded value of its stockpile, work-in process inventories and finished metal inventory, which would reduce earnings and working capital.

(iv) Sales recorded in Juanicipio, which are reflected as a component in the Company’s income (loss) from its equity accounted Investment in Juanicipio, are based on estimated metal quantities reflecting assay data and on provisional prices which will be trued up for actual price and quantity in a later period.

(v) Reclamation and closure costs have been estimated based on the Company’s and Juanicipio’s interpretation of current regulatory requirements, however changes in regulatory requirements and new information may result in revisions to estimates. The Company and Juanicipio recognize the fair value of liabilities for reclamation and closure costs in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the production life of the asset.

38

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

(vi) Under IFRS 2 - Share-based Payments, stock options are accounted for by the fair value method of accounting. Under this method, the Company is required to recognize a charge to the statement of income (loss) based on an option-pricing model based on certain assumptions including dividends to be paid, historical volatility of the Company’s share price, an annual risk free interest rate, forfeiture rates, and expected lives of the options. The fair value of performance share units awarded with market price conditions is determined using a risk-neutral asset pricing model, based on certain assumptions including dividends to be paid, historical volatility of the Company’s share price, a risk free interest rate, and correlated stock returns.

(vii) The deferred income tax provision is based on the liability method. Deferred taxes arise from the recognition of the tax consequences of temporary differences by applying enacted or substantively enacted tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities. The Company records only those deferred tax assets that it believes will be probable, that sufficient future taxable profit will be available to recover those assets.

22. CHANGES IN ACCOUNTING STANDARDS

The accounting policies applied in the preparation of the Unaudited Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2022 are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2021.

The company adopted the following accounting policy during the period:

Asset acquisition

Upon the acquisition of an asset or a group of assets and liabilities that does not constitute a business, the Company identifies and recognizes the individual identifiable assets acquired and liabilities assumed. The cost of the group is allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill

23. CONTROLS AND PROCEDURES

The Company has filed certificates signed by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting as at June 30, 2022.

Disclosure Controls and Procedures

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

39

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Internal Control Over Financial Reporting

MAG Silver also maintains a system of internal controls over financial reporting, as defined by National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable and in accordance with IFRS. The Company retains a third-party specialist annually to assist in the assessment of its internal control procedures. The Board of Directors approves the financial statements and MD&A before they are publicly filed and ensures that management discharges its financial responsibilities. The unaudited condensed interim consolidated financial statements and MD&A for the three and six months ended June 30, 2022 were approved by the Board on August 12, 2022. The Board’s review is accomplished principally through the Audit Committee, which is composed of independent non-executive directors. The Audit Committee meets periodically with management and auditors to review financial reporting and control matters.

The Company’s management, including the CEO and CFO, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Therefore, even those systems determined to be effective can provide only reasonable (not absolute) assurance that the objectives of the control system are met and as such, misstatements due to error or fraud may occur and not be detected. The CEO and CFO have designed the Company’s internal control over financial reporting as of June 30, 2022 based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There have been no changes in internal controls over financial reporting during the six months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, MAG’s internal control over financial reporting.

24. ADDITIONAL INFORMATION

Additional information on the Company is available for viewing under MAG’s profile on the SEDAR website at www.sedar.com and on SEC’s EDGAR website at www.sec.gov.

25. CAUTIONARY STATEMENTS

Cautionary Note Regarding Forward-Looking Statements

40

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Certain information contained in this MD&A, including any information relating to MAG’s future oriented financial information are forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws (collectively “forward-looking statements”). All statements in this MD&A, other than statements of historical facts are forward-looking statements, including: statements regarding the anticipated time and capital schedule to production; anticipated electrical hook-up of the processing plant and impact on commissioning; statements that address our expectations with respect to the timing and success of plant commissioning activities; estimated project economics, including but not limited to, plant or mill recoveries, payable metals produced, underground mining rates; production rates, payback time, capital and operating and other costs, internal rate of return (“IRR”), anticipated life of mine, and mine plan; expected upside from additional exploration; expected capital requirements and adequacy of current working capital for the next year; and other future 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 forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from results projected 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 including, but not limited to, commodities prices; changes in expected mineral production performance; unexpected increases in capital costs or cost overruns; exploitation and exploration results; continued availability of capital and financing; risks related to holding a minority investment interest in the Juanicipio Property; and general economic, market or business conditions. In addition, forward-looking statements are subject to various risks, including but not limited to operational risk; environmental risk; pandemic risks (and COVID-19); supply chain constraints and general costs escalation in the current inflationary environment heightened by the invasion of Ukraine by Russia; political risk; currency risk; capital cost inflation risk; construction delays; that data is incomplete or inaccurate; the limitations and assumptions within drilling, engineering and socio-economic studies relied upon in preparing the 2017 PEA (as defined herein); and market risks. The reader is referred to the Company’s filings with the U.S. Securities and Exchange Commission’s (“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. MAG Silver does not undertake to provide updates to any of the forward-looking statements in this MD&A, except as required by law.

Assumptions have been made including, but not limited to, MAG’s ability to carry on its various exploration and development activities including project development timelines, the timely receipt of required approvals and permits, the price of the minerals produced, the costs of operating, exploration and development expenditures, the impact on operations of the Mexican Tax Regime, MAG’s ability to obtain adequate financing, outbreaks or threat of an outbreak of a virus or other contagions or epidemic disease will be adequately responded to locally, nationally, regionally and internationally. MAG Silver cannot assure you that actual events, performance or results will be consistent with these forward-looking statements, and management’s assumptions may prove to be incorrect. The forward-looking statements in this MD&A speak only as of the date hereof and we do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. There is no certainty that any forward-looking statement will come to pass and investors should not place undue reliance upon forward-looking statements.

41

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

Cautionary Note to Investors Concerning Estimates of Indicated and Inferred Mineral Resources

Technical disclosure regarding the Company’s mineral properties included in this MD&A and in the documents incorporated by reference herein has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms in accordance with NI 43-101. NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all Mineral Resource estimates contained in the technical disclosure herein have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves (“CIM Definition Standards”) and any references to Mineral Reserves are references to Mineral Reserves as defined in the CIM Definition Standards.

Canadian standards, including NI 43-101, differ significantly from the historical requirements of the SEC and Mineral Resource information contained or incorporated by reference in this MD&A may not be comparable to similar information disclosed by U.S. companies. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules replaced the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7 for fiscal years beginning January 1, 2021 or later.

Under the SEC Modernization Rules, the definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” which are also substantially similar to the corresponding CIM Definition Standards; however, there are still differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. Therefore, the Company’s Mineral Resources as determined in accordance with NI 43-101 may be significantly different than if they had been determined in accordance with the SEC Modernization Rules.

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

42

MAG SILVER CORP.

Management’s Discussion & Analysis

For the three and six months ended June 30, 2022

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

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

 43

EX-99.3

Exhibit 99.3

Form 52-109F2
Certification of Interim Filings
Full Certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of MAG Silver Corp. (the “issuer”) for the interim period ended June 30, 2022.

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

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

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

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

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

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

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

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

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

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  August 15, 2022

/s/ George Paspalas

George Paspalas
President and Chief Executive Officer

EX-99.4

Exhibit 99.4

Form 52-109F2
Certification of Interim Filings
Full Certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of MAG Silver Corp. (the “issuer”) for the interim period ended June 30, 2022.

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

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

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

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

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

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

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

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

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

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  August 15, 2022

/s/ Fausto Di Trapani

Fausto Di Trapani
Chief Financial Officer