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 14, 2008

MAG Silver Corp.

(SEC File No. 0-50437)

328 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA

Address of Principal Executive Office

The registrant files annual reports under cover:			Form 20-F ¨		Form 40-F þ
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 þ
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	News Release dated August 14, 2008
99.2	Certification of CEO
99.3	Certification of CFO
99.4	MD&A for period ended June 30, 2008
99.5	Financial Statements for period ended June 30, 2008
Date:  August 14, 2008		MAG Silver Corp.
		“Daniel MacInnis”
		DANIEL MACINNIS
		CEO

EX-99.1

  328 – 550 Burrard Street Vancouver, BC  V6C 2B5 P: 604-630-1399 F: 604-484-4710

MAG Silver Corp. 

August 14, 2008

For Immediate Release 

NR#08-17

MAG SILVER REPORTS SECOND QUARTER FINANCIAL RESULTS

Vancouver, B.C…MAG Silver Corp. (TSX:MAG; AMEX:MVG) (“MAG”) announces the Company’s unaudited financial results for the six month period ended June 30, 2008.  For complete details of the First Quarter Interim Financial Statements and Management’s Discussion and Analysis please see the Company’s filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov/edgar/searchedgar/webusers.htm).

The Company’s cash position at June 30, 2008 was approximately $64.8 million.  All amounts herein are reported in Canadian dollars unless otherwise specified.  The Company’s cash is all invested with the Royal Bank of Canada in guaranteed investment certificates or in a current account.  None of the Company’s cash has been invested in asset backed commercial paper.

The Company holds 44% of Minera Juanicipio S.A. DE C.V. (“Minera Juanicipio”) which in turn holds and operates the Juanicipio property located in the Fresnillo District, Zacatecas State, Mexico.  The Company is a party to a Shareholders Agreement with Peñoles SA DE C.V. (“Peñoles”) which holds the other 56% of Minera Juanicipio through Fresnillo plc, a U.K. domiciled subsidiary company listed May 9, 2008 by way of an IPO on the London Stock Exchange.  The Shareholders Agreement governs the operation of Minera Juanicipio and certain corporate matters, including governance and the obligation of the shareholders to provide funds to Minera Juanicipio.  During the first six months, the Company has incurred costs of $956,960 for its 44% share of exploration on the Juanicipio property.

During the period the Company and Fresnillo Plc both announced initial resource calculations for the Juanicipio project (See Company news release dated June 18, 2008). An NI 43-101 technical report has also been filed by the Company on SEDAR in support of its declared resource calculation.

Accounts receivable at June 30, 2008 totalled $1,757,083 while accounts payable amounted to $1,640,415.  Accounts receivable were comprised primarily of value added taxes repayable to the Company in Canada and in Mexico.  Accounts payable were due mostly for drilling and geophysical work conducted on the Company’s Mexican projects other than the Juanicipio property.  The Company spent $6,151,542 on the exploration of these projects during the period as compared to $2,318,874 for the same period in 2007.

The Company’s loss for the six months ended June 30, 2008 amounted to $3.9 million or $0.07 per share as compared to $4.4 million or $0.11 per share for the same period last year.  The loss for the six months ended June 30, 2008 includes $2.4 million as a non-cash charge for Stock Based Compensation ($2.7 million for the same period in 2007).  During the six month period the Company also wrote off mineral property acquisition costs and deferred exploration costs in the amount of $1,221,019 ($750,277 for the same period in 2007).  General overhead and administration costs for the period amounted to $1,465,133 ($1,252,591 for the same period in 2007) before interest income earned on cash deposits of $1,204,755 ($316,557 for the same period in 2007).

Of the $6,151,542 in exploration work described above, $4,360,170 related to drilling programs on five projects.   Of this amount $2,295,078 was for drilling at Cinco de Mayo alone and results during the period for this project have been very positive.  Work on this project has been accelerated (See latest press release dated July 8, 2008).

About MAG Silver Corp. (www.magsilver.com )

MAG is focused on district scale projects located within the Mexican Silver Belt. Our mission is to become one of the premier companies in the Silver Mining Industry. MAG and its partner Fresnillo plc are delineating a significant new silver vein discovery on the Juanicipio Joint Venture in Zacatecas State, Mexico. MAG has also identified a new silver, lead and zinc discovery at its 100% owned Cinco de Mayo property.  MAG is based in Vancouver, British Columbia, Canada. Its common shares trade on the TSX under the symbol MAG and on AMEX under the symbol MVG.

On behalf of the Board of

MAG SILVER CORP.

"Dan MacInnis"

President and CEO

- 30 - -

For further information on behalf of MAG Silver Corp.

Contact:  Gordon Neal, VP Corp. Development

Website: Phone: Toll free:    www.magsilver.com    (604) 630-1399    (866) 630-1399 Email: Fax:    info@magsilver.com    (604) 484-4710

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

This release includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts that address future mineral production, reserve potential, exploration drilling, exploitation activities and events or developments that MAG expects, are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although MAG believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include changes in commodities prices, changes in mineral production performance, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. 

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

EX-99.2

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Daniel MacInnis, President and CEO of MAG Silver Corp. (the “Corporation”) certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of MAG Silver Corp., (the issuer) for the interim period ending June 30, 2008;

2.         Based on my knowledge, 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.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)       designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b)       designed such internal control over financial reporting, 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; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: August 13, 2008

“Daniel MacInnis”

Daniel T. MacInnis

President & CEO

EX-99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Frank Hallam, CFO of MAG Silver Corp. (the “Corporation”), certify that:

1.         I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of MAG Silver Corp., (the issuer) for the interim period ending June 30, 2008;

2.         Based on my knowledge, 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.         Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4.         The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)       designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b)       designed such internal control over financial reporting, 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; and

5.         I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: August 13, 2008

“Frank Hallam”

Frank R. Hallam

CFO

EX-99.4

	MAG SILVER CORP. (An exploration stage company) Management Discussion & Analysis For the period ended June 30, 2008
	Dated: August 13, 2008

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

VANCOUVER OFFICE Suite 328 550 Burrard Street Vancouver, BC V6C 2B5 604 630 1399 phone 866 630 1399 toll free 604 484 4710 fax TSX: MAG AMEX: MVG www.magsilver.com info@magsilver.com

MAG Silver Corp. is a company focused on the acquisition, exploration and development of district scale projects located in the Mexican Silver Belt.  We are based in Vancouver, British Columbia, Canada.  Our common shares trade on the Toronto Stock Exchange under the symbol MAG and on the American Stock Exchange under the symbol MVG.  The Company is a “reporting” company in the Provinces of British Columbia, Alberta and Ontario.

This following management discussion and analysis (“MD&A”) of MAG Silver Corp. (the “Company) focuses on the financial condition and results of operations of the Company for the six months ended June 30, 2008 and 2007; is prepared as of August 13, 2008; and should be read in conjunction with the interim unaudited consolidated financial statements for the six months ended June 30, 2008 and the audited consolidated financial statements of the Company for the year ended December 31, 2007 together with the notes thereto.  These financial statements have been prepared in accordance with Canadian generally accepted accounting principles.  All dollar amounts referred to in this discussion and analysis are expressed in Canadian dollars except where indicated otherwise.

The risks and uncertainties faced by the Company are substantially unchanged from those described in the Company’s Annual MD&A dated March 14, 2008 and other risk factors listed from time-to-time in the Company’s Annual Information Form.

The Company believes it is a Passive Foreign Investment Company (“PFIC”), as that term is defined in Section 1297 of the Internal Revenue Code of 1986, as amended, and believes it will be a PFIC for the foreseeable future.  Consequently, this classification may result in adverse tax consequences for U.S. holders of the Company’s Common Shares. For an explanation of these effects on taxation U.S. shareholders and prospective holders of the Company’s Common Shares are also encouraged to consult their own tax advisers.

Except for historical information contained in this MD&A, the following disclosures are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or are future oriented financial information and as such are based on an assumed set of economic conditions and courses of action.  These may include estimates of future production levels, expectations regarding mine production and development programs and capital costs, expected trends in mineral prices and statements that describe future plans, objectives or goals.  There is significant risk that actual results will vary, perhaps materially, from results projected depending on such factors as discussed under “Risks and Uncertainties” in this MD&A and other risk factors and forward-looking statements listed from time-to-time in the Company’s Annual Information Form (“AIF”).  This AIF and additional information about the Company and its business activities are available on SEDAR at www.sedar.com.

SECOND QUARTER HIGHLIGHTS

·   In April 2008 the Company, announced assay results on the Juanicipio Property from Holes 17P and 18P on the Juanicipio Vein.  Hole 18P intersected 4,100 g/t silver over 0.60 metres, with 1.47 g/t gold, 2.02% lead and 4.07% zinc.  Hole 17P intersected 130 g/t silver over 0.60 metres, with 0.34 g/t gold, 0.06% lead and 0.08% zinc.

·   Drilling on the Sello and El Oro properties in the first quarter of 2008 failed to return results of interest and consequently, costs of $1,221,019 were written-off in April 2008.

·   In May 2008 the Company intersected 61.2 metres grading 20.5 g/t silver, 0.66% lead and 0.84% zinc at its Batopilas property.

·   In May 2008 the Company intersected 4.00 metres of 192 g/t silver, 4.22% lead and 11.65% zinc and 2.78 metres of 209 g/t silver, 6.15% lead and 6.55% zinc at its 100% owned Cinco de Mayo property.

·   In June 2008, the Company reported the first resource estimate for the Valdecañas Silver Deposit. The total inferred resource estimate is 237.8 million ounces of silver grading 1,011 g/t silver, 2.06 g/t gold, 2.31% lead and 3.94% zinc. This resource estimate reflects that attributable to Minera Juanicipio S.A. DE C.V. MAG holds 44% interest in the Juanicipio Joint Venture. In August 2008, the Company filed a NI 43-101 report prepared by SRK Consulting (Canada) Inc.

·   In June 2008, the Company announced Hole QE intersected 1,198 g/t silver, 0.24 g/t gold, 2.75% lead and 5.15% zinc over 4.70 metres on the Valdecañas Vein.

·   In July 2008, the Company announced results from six holes at its Cinco de Mayo property, Holes 08-29 and 08-35 through 39, which extended the Jose Manto to an area of at least 300 metres by 400 metres.  The Company reported that Hole 08-39 cut 3.46 metres of 612 g/t silver, 11.59% lead and 13.20% zinc including 2.36 metres of 772 g/t silver, 13.42% lead and 16.39% zinc.

·   In July 2008, the Company reported that Hole GE on the Valdecañas Vein  intersected two veins with one deep intersection of 1,179 g/t silver, 1.98 g/t gold, 3.01% lead and 2.21% zinc over 4.71 metres.

·   In July 2008, the Company reported that Hole QF on the Valdecañas Vein intersected 578 g/t silver, 3.85 g/t gold, 5.55% lead and 6.36% zinc over 6.20 metres.

FINANCIAL PERFORMANCE

At June 30, 2008 the Company had cash and cash equivalents on hand of $64,815,966 versus $21,936,720 for the period ended June 30, 2007 due to financings completed late in 2007 and warrant exercises completed early in 2008.  On November 27, 2007 the Company closed a bought deal private placement of 3.0 million common shares of the Company at a price of $15.50 per share for gross proceeds of $46.5 million.  The Company completed a series of private placements in February 2007 for units consisting of 2,760,000 common shares and 1,380,000 warrants for gross proceeds of $20,010,000. In February 2008 all outstanding warrants were exercised for gross proceeds of $11.37 million.

After deducting interest earned for the six months ended June 30, 2008 of $1,204,755 compared to interest earned of $316,557 for the six months ended June 30, 2007, the operating loss for the second quarter of 2008 was $3,881,018 compared to operation loss of the same quarter in 2007 of $4,433,866.

The second quarter loss includes a mineral property write-off of $1,221,019 (2007: $750,277) and $2,399,621 as a non-cash charge for stock compensation expense compared to $2,747,555 in 2007. If one removes the mineral property write-off and stock compensation expense from both the current and 2007 second quarters the net loss for each period would be $260,378 and $936,034, respectively.  There is a significant difference between comparative periods due to the higher interest income earned on cash and cash equivalents in the current period.  See notes to the Company’s June 30, 2008 financial statements for more details.

General and administrative expenses for the period ended June 30, 2008, not including mineral property write off or stock compensation expenses, amounted to $1,465,133 compared to $1,252,591 in the same period of 2007.  Increases occurred in audit and accounting fees ($138,608 in 2008 versus $34,945 in 2007) due to regulatory compliance work in Canada and the USA and as a result of management’s decision to implement quarterly review engagements by the Company’s auditors.  The Company is also required to comply with Sarbanes-Oxley legislation in the USA resulting in additional costs for the review, assessment and documentation of the Company’s internal and disclosure controls as well as costs relating to an independent review and assessment of the Company’s findings.  Filing and transfer agent fees increased in the period ($134,078 in 2008 versus $78,389 in 2007) generally as a result of increased equity issues related to warrants exercised in the first quarter and due to the Company holding a shareholder’s Special Meeting in January and it’s AGM in May.  Telephone and office expenses aggregating $289,566 for the period were higher than the same period in 2007 at $193,484 due to higher activity levels and an increase in office rental costs.  Management and consulting fees increased from $422,544 for the period ended June 30, 2007 to $620,638 in the same period of 2008 due to the addition of two employees hired late 2007, the addition of two new directors in late 2007 resulting in higher non-executive directors fess; higher salaries and bonus’ paid in the first quarter.  Shareholder relations expense decreased to $135,324 during the period ended June 30, 2008 (2007 - $238,907) due to attending fewer trade shows during the period.

Other smaller expense items account for the balance of general and administrative costs for the period.  The Company occupies office space and receives administrative services on a contract basis.

SUMMARY OF QUARTERLY RESULTS

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters:

Quarter Ending	Revenue(1)	Net Loss(2)	Net Loss per share
June 30, 2008	$545,586	$(1,091,881)	$(0.02)
March 31, 2008	$659,169	$(2,789,137)	$(0.05)
December 31, 2007	$387,939	$(4,080,795)	$(0.07)
September 30, 2007	$211,108	$(351,375)	$(0.01)
June 30, 2007	$200,002	$(2,181,524)	$(0.05)
March 31, 2007	$116,555	$(2,252,342)	$(0.06)
December 31, 2006	$44,407	$(818,389)	$(0.02)
September 30, 2006	$48,664	$(570,796)	$(0.015)

Explanatory Notes

(1)The Company’s primary source of revenue during the quarters listed above was interest revenue from GIC’s held by the Company.  The amount of interest revenue earned correlates directly to the amount of cash on hand during the period referenced.

(2)Net losses by quarter are often materially affected by the timing and recognition of large non-cash expenses or write-offs.  When adjusting these non-cash charges the results for the quarters listed show a more consistent trend, with a general growth in expenses over time that is consistent with the Company’s increased exploration and corporate activities over the periods as described above at “Financial Performance”.

REVIEW OF OPERATION AND PROJECTS

During the period ended June 30, 2008, the Company incurred $641,989 in property acquisition costs (2007 - $491,459) on properties where the Company holds 100% interest.  Exploration expenditures for the same period on these properties amounted to $6,151,542 (2007 - $2,318,874).  Drilling results warranted accelerated and expanded drilling programs on the Cinco de Mayo and Batopilas properties (see property reviews below) resulting in an increase in exploration expenditures for the current period.

During the period the Company held the following exploration properties on a 100% basis: (i) the Batopilas (Don Fippi) Property located in the western Sierra Madres of Chihuahua State, Mexico; (ii) the Lagartos Property Package located in the Fresnillo Silver Trend surrounding the Fresnillo and Zacatecas Silver Districts located in Zacatecas State, Mexico; (iii) the Guigui Property located in central Chihuahua State, Mexico; (iv) the Cinco de Mayo Property located in north-central Chihuahua State, Mexico; (v) the Sierra de Ramirez Property located in Durango State, Zacatecas, Mexico; and (vi) the Sello Property located in Zacatecas State, Mexico.

The Company holds 44% of Minera Juanicipio S.A. DE C.V. (“Minera Juanicipio”) which holds and operates the Juanicipio property located in the Fresnillo District, Zacatecas State, Mexico.  The Company is a party to a Shareholders Agreement with Fresnillo which holds the other 56% of Minera Juanicipio. The Shareholders Agreement governs the operation of Minera Juanicipio and certain corporate matters, including governance and the obligation of the shareholders to provide funds to Minera Juanicipio. During the first six months, the Company has incurred costs of $956,960 for its 44% share of exploration on the Juanicipio property compared to $516,186 during the same period in 2007.

The following discussion is an update to disclosure in documentation filed with regulatory agencies and available for viewing under MAG’s profile on the SEDAR website at www.sedar.com.

Juanicipio Property

During the period the company reported more high-grade intercepts from drilling on both the Juanicipio and Valdecañas veins, and also reported the property’s first mineral resource estimate. As part of a 25,000 metre drilling program for Juanicipio, four drills were active throughout the period.

On April 16, 2008 results from Holes 18P and 17P targeting the Juanicipio Vein were announced. Hole 18P intersected 4,100 g/t (119.5 opt) silver over 0.60 metres, with 1.47 g/t gold, 2.02% lead and 4.07% zinc. Hole 17P intersected 130 g/t (3.8 opt) silver over 0.6 metres, with 0.34 g/t gold, 0.06% lead and 0.08% zinc. These results confirm the continuity and the presence of a second high grade vein on the Juanicipio property.

On June 19, 2008 returns from drilling on the Valdecañas Vein were reported. Hole QE intersected 1,198 g/t (34.9 opt) silver, 0.24 g/t gold, 2.75% lead and 5.15% zinc over 4.70 metres (true width). This included a higher grade intercept of 1,820 g/t (53.1 opt) silver, 0.16 g/t gold, 4.01% lead and 6.74% zinc over 2.82 metres (true width). Hole QE began to fill in the central portion of the eastern half of the Valdecañas vein where there had previously been a significant gap between drill intercepts and extended the high grade "bonanza" zone to almost 400 metres east of the discovery section "M".

Hole QD returned an intersection of 200 g/t (5.8 opt) silver, 0.58 g/t gold, 0.03% lead and 0.01% zinc over 0.69 metres (true width). Hole QD deviated dramatically and intersected the vein almost 250 metres west and 80 metres higher than its proposed target position. As a result, Hole QD intersected the Valdecañas Vein near or past the top of the "bonanza" zone as evidenced in part by the low base metal content.

The company announced its first mineral resource estimate on the Valdecañas Vein on June 18, 2008, provided by its Juanicipio Joint Venture partner and operator, Fresnillo plc. The total inferred resource estimate reported is 237.8 million ounces of silver of which MAG's 44% interest equates to 104.5 million ounces and Fresnillo's 56% interest equates to 133.2 million ounces. In addition to the silver, the resource estimate also contains inferred resources of 480,000 ounces of gold and almost 1 billion pounds of combined lead and zinc (457,700 tonnes).

Mineral Resource Statement, Valdecañas Silver Deposit (100%), Zacatecas, Mexico, SRK Consulting, December 31, 2007

Resource	Tonnes (M)	g/t Au	g/t Ag	Lead %	Zinc %	Gold Ounces (M)	Silver Ounces (M)	Lead Tonnes (000s)	Zinc  Tonnes (000s)
Inferred	7.3	2.06	1,011	2.31	3.94	0.48	237.8	169.2	288.5

Notes:

(1) Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures rounded to reflect the relative accuracy of the estimates.

(2) Reported at a cut-off of 4.0 grams per tonne (g/t) gold equivalent using metal prices as follows: Gold $562/oz, Silver $10.40/oz, Lead $0.68/lb, Zinc $ 1.16/lb.

(3) Valdecañas resources reported in table above are attributable resources reflecting Minera Juanicipio’s 100% ownership of the Juanicipio Joint Venture. MAG holds a 44% interest in Minera Juanicipio.

(4) Cautionary Note to U.S. Investors: The U.S. Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this document, such as “measured,” “indicated,” and “inferred,” “reserves,” “resources,” that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. “Resources” are not “Reserves” and so do not have demonstrated economic viability. U.S. investors are urged to consider closely the disclosure in our U.S. regulatory filings, which may be secured from us, or from the SEC’s website at: http://sec.gov/edgar.shtml.

SRK Consulting (Canada), Inc. (“SRK”) prepared a technical report for the Valdecañas deposit.  On August 1, 2008 the Company filed a report on the resources in accordance with Canadian National Instrument 43-101. National Instrument 43-101 is a rule developed by the Canadian Securities Administrators which established standards for certain public disclosure of scientific and technical information concerning mineral projects. The requirements of National Instrument 43-101 are not the same as those of the SEC.

Resource Estimation Detail:  Mineral resources for the Valdecañas Vein have been estimated by Fresnillo personnel and audited by SRK. The mineral resource estimate for Valdecañas was prepared with Datamine Studio using a geostatistical block modeling approach. The resource model is based on drilling, sampling and assaying data that was acquired by competent personnel using industry best practices procedures (for information regarding Quality

Assurance and Control and Data Verification see previous press releases dated April 16, 2008 and December 20, 2007). At Valdecañas two vein structures were interpreted from 27 boreholes over a strike length of 1,600 metres on 200 metre sections. Capped metal grades were interpolated into a block model constrained by wireframes using an inverse distance algorithm with estimation parameters determined from experience in the district as there is insufficient data to model reliable variograms. The mineral resources were classified according to the JORC Code (2004 edition) primarily on the basis of distance from the nearest sample. SRK reviewed the methodology and procedures used by Fresnillo to estimate and classify the mineral resources for Valdecañas. The estimation procedures meet industry best practices. Visual sectional inspection by SRK of drill composite data compared against block model values for each metal type shows that block model values reflect input composite data.  SRK considers that all mineral resources at Valdecañas are appropriately classified as Inferred Mineral Resources. SRK also considers that infill drilling at Valdecañas on 100 metre sections will increase the confidence in the geological and grade continuity of the vein mineralization and allow better variography. The audited mineral resource statement for Valdecañas deposits as at 31 December 2007 is presented in the above table at a cut-off grade of 4.0 g/t of gold equivalent. The cut-off grade used to report mineral resources is considered by SRK to be appropriate.

Subsequent to the period ended June 30, 2008, the company reported more drilling results from the Valdecañas Vein highlighted by a deep intersection of high grade silver in Hole GE. Hole GE intersected two veins separated by 10 metres of altered and veined wall rock. The upper gold rich vein reported 123 g/t (3.6 opt) silver, 4.89 g/t gold, 1.24% lead and 4.92% zinc over 7.38 metres (true width). This included a higher grade intercept of 166 g/t (4.8 opt) silver, 5.89 g/t gold, 1.42% lead and 6.42% zinc over 3.0 metres (see longitudinal section attached). The lower silver rich vein returned 1,179 g/t (34.4 opt) silver, 1.98 g/t gold, 3.01% lead and 2.21% zinc over 4.71 metres (true width). This included a high grade gold and silver intercept of 6,310 g/t (183.9 opt) silver, 10.05 g/t gold, 7.63% lead and 5.23% zinc over 1.0 metres.

These drill results, along with those reported June 19, 2008, are not included in the total inferred resource estimate for Valdecañas.

The Juanicipio Joint Venture’s current budget for 2008 is US$4.6 million, MAG’s 44% portion being US$2.02 million. The program is directed primarily towards the delineation and assessment of the Valdecañas Vein, and exploration of the Juanicipio Vein, by diamond drilling.  The program also includes over 3,000 metres of roadwork to access drill pads for the Juanicipio Vein, as well as metallurgical work.  Almost 159 kilograms of material was collected, representing over 76 metres of core and grading 1,486 g/t silver (43.3 opt), 2.67 g/t gold, 3.99% lead, 4.94% zinc and 0.12% copper. Results of the testing are pending.

The Company has spent a cumulative total of $7,436,733 in exploration costs at Juanicipio to June 30, 2008 (2007 - $2,641,237), including $956,960 during the period.

Cinco de Mayo Property

Cinco de Mayo, a 15,000 hectare property in northern Chihuahua State, is one of the company’s three 100%-owned, district-scale Carbonate Replacement Deposit (CRD) projects in Mexico.

Following the successful drilling in 2007 and in the first quarter of 2008, the Company has accelerated its drilling activity for 2008. The program is expanding the “Jose Manto” discovery in Hole 07-20, reported in February 2008, which intersected 6.8 metres (estimated true thickness) of galena and sphalerite-rich massive sulphides grading 254 g/t (7.4 opt) silver, 6.4% lead and 7.0% zinc.

On May 14, 2008 the Company announced results from Holes 08-22 through 08-28 which cut the Jose Manto over an area of approximately 250 by 250 metres. Highlights included Hole 08-28 reporting 4.00 metres of 192 g/t silver (5.6 opt), 4.22% lead and 11.65% zinc and Hole 08-22 which returned 2.78 metres of 209 g/t (6.1 opt) silver, 6.15% lead and 6.55% zinc. Intercepts are believed to be true widths. Mineralization is open in all directions and two rigs are currently drilling systematic 25 to 50 metre offsets of these holes to define the axis of maximum thickness of the manto and trace it towards its source.

Subsequent to the period end, the Company announced on July 8, 2008 results from six holes, Holes 08-29 and 08-35 through 39, which extended the Jose Manto to an area of at least 300 metres by 400 metres. Also reported was mineralization in outlying Hole 08-32 which may extend the manto an additional 600 metres to the southeast. This mineralization occurs at the same depth and in the same limestone unit as the Jose Manto, and 50 metre offset drilling is underway to find the axis of mineralization before attempting to link this intercept back to the main body of the Jose Manto.

The best new intercept was Hole 08-39, which cut 3.46 metres of 612 grams per tonne (g/t) silver (17.8 ounces per ton (opt), 11.59% lead and 13.20% zinc: including 2.36 metres of 772 g/t silver (22.5 opt), 13.42% lead and 16.39% zinc.

From results to date, a picture of the Jose Manto is beginning to emerge. The manto or "sheet" appears to be elongated in a northwest to southeast direction with a higher grade core approximately 150 to 200 metres wide. The "Jose" zone is encased by an alteration halo and alteration intensity and geophysics are being used to trace mineralization back towards an inferred buried mineralizing intrusive centre. The approach taken for this early exploration phase is to drill systematic 50 to 100 metre offsets of the better holes to best define the axis of maximum thickness of the manto and follow it to its source.

A third drill rig is testing a variety of geophysical targets including those generated by a recently completed 88 line kilometre detailed gravity survey covering an area of 10 kilometres by 20 kilometres. This survey has identified a significant gravity anomaly coincident with the magnetic low associated with the Jose Manto. This anomaly is located between 650 and 750 metres to the southeast of the main drill area and is untested at this time. A second area of interest is developing 3,500 metres to the northwest along the Jose Manto Trend where the gravity survey has detected another significant anomaly under alluvial cover.

From January 1, 2008 to June 30, 2008, the Company drilled approximately 17,568 metres in 38 holes.

The Company spent a cumulative total of $5,703,786 in exploration costs at Cinco de Mayo to June 30, 2008 (2007 - $1,342,189), including $2,928,107 during the period. Exploration programs at Cinco de Mayo by the Company for 2008 were budgeted for approximately $2.4 million. However, results warranted accelerated and expanded programs.

The Batopilas (Don Fippi) Property

The 100%-owned Batopilas project area covers 4,800 hectares in the historic Batopilas Silver District in southwestern Chihuahua, which produced some 300 million ounces of silver between 1632 and 1912. The Batopilas land package, assembled in 2003 by MAG, represents 94% of the Batopilas Native Silver District and the first-ever consolidation of the district’s 70-plus mines and mineral occurrences.

The 2008 drilling program began at the end of January and progressed through to the end of the period. On May 5, 2008, the Company announced results from Hole BA08-21 which encountered a broad zone of silver, lead and zinc mineralization in Hole BA08-21 located in the Animas area. The zone starts immediately beneath the casing at 9.02 metres down hole and extends to 70.87 metres for a total core length of 61.2 metres grading 20.5 g/t silver, 0.66% lead and 0.84% zinc.

This broad anomalous mineralized zone is hosted in sedimentary rocks lying above a quartz-monzonite dike and includes three separate zones containing significant values. The best is 3.84 metres of 90.4 g/t silver, 2.65% lead and 3.03% zinc. Another intercept reports as 4.91 metres grading 35.9 g/t silver, 0.75% lead and 2.07% zinc. Near the top of the hole there is 5.11 metres grading 44.3 g/t silver, 2.02% lead and 1.86% zinc. Not enough information is available as yet to estimate true thickness of the zone.

Work now is focused on tracing this mineralization to where the Company believes it is in proximity to both the intrusive centre and major structures cutting the more prospective stratigraphy. An extensive road and trenching program, begun in May and designed to cut areas with high silver in soil and rock chip geochemical anomalies, will afford access to the central area later this year.

A down-hole Pulse Electromagnetic geophysical survey in the three critical areas targeted in this drill program to date was initiated in late April. No anomalous responses were detected.  No further geophysics is contemplated at this time.

From January 1, 2008 to June 30, 2008, the Company has drilled approximately 3,816 metres in 9 holes.

The Company spent a cumulative total of $4,605,000 in exploration costs at Batopilas to June 30, 2008 (2007 - $3,063,333), including $1,260,587 during the period. Budgeted exploration programs by the Company for 2008 approximate $955,800 however results warranted extended programs.

Lagartos Land Package

Following up the Juanicipio Joint Venture’s success of the Valdecañas Vein discovery, the Company in 2006 amassed a large land package, approximately 135,000 hectares, surrounding the Juanicipio property. Two claim groups, Lagartos NW and Lagartos SE, lying northwest and southeast of the Juanicipio Joint Venture, were secured through acquisition and staking. Both properties lay along the “Fresnillo Silver Trend”, a large regional structural zone hosting world class Guanajuato, Zacatecas and Fresnillo epithermal silver-gold vein districts.

A drill campaign in the covered terrain to the eastern side of Lagartos NW was initiated in late April 2008. The program was designed to drill a fence of holes along the eastern boundary of this claim block across the projection of the Valdecañas-San Carlos-Juanicipio Vein trend. The 5,000 metre drill program is ongoing and is designed to initially test the depth of the alluvial cover in this area of the Lagartos NW claim block.  Results are pending.

At Lagartos SE reconnaissance field work has located a series of previously worked veins on the eastern side of the Zacatecas district. They are the San Jose, Los Caballos and the Puerto Rico vein sets. Surface work indicates that these veins and their ancillary structures are exposed for over 1,500 metres in a northwest direction.  Two of these vein structures have returned high silver values from routine dump and surface sampling. Neither of the vein structures has been drilled. Drill permitting work is in progress.

Two other areas in the Lagartos SE area have been identified through prospecting and geological field work. Sampling in the Majadas – El Pajaro zone to the east of the historic Mala Noche Vein set of the Zacatecas district has returned highly anomalous silver and gold values.  The zone is over 1,500 metres long and about 150 metres wide in several places.  Samples were collected as grab samples or composite samples over a 5 metre width from surface rubble and very poorly exposed outcrops.  Assayed values over this broad area ranged from 0.5 g/t to 6.4 g/t gold and from 2 g/t to 340 g/t silver. No modern exploration or drilling has been conducted in this area.  Drill permitting is underway.

The Company had spent a cumulative total of $5,475,945 in exploration costs at Lagartos to June 30, 2008 (2007 - $3,070,470) including $1,134,944 during the period. Budgeted exploration programs by the Company for 2008 approximate $1,877,800.

Guigui Property

The 100%-owned Guigui property covers approximately 4,500 hectares within the Santa Eulalia Mining District, 22 kilometres east of Chihuahua City, Chihuahua, and is a key project within MAG’s CRD portfolio. MAG controls all of the ground to the immediate south and between the east and west Camps of the Santa Eulalia, the world’s largest known CRD, producing nearly 450 million ounces of silver and substantial amounts of lead and zinc over the nearly 300-year period from 1702-2001.

A 600-line kilometer airborne electromagnetic and magnetic survey flown in late 2006 was integrated in early 2007with substantial database accumulated at Guigui. Work is being processed to design a follow up exploration program in the later half of 2008.

No other work was carried out at Guigui during the period ending June 30, 2008.

The Company spent a cumulative total of $1,456,600 in exploration costs at Guigui to June 30, 2008 (2007 - $1,443,443), including $6,200 during the period.  Budgeted exploration programs by the Company for 2008 approximate $65,100.

Sierra de Ramirez Property

Another of our district-scale CRD projects, Sierra Ramirez is made up of a large landholding (200 square kilometres) covering a Carbonate Replacement Deposit District that produced high-grade silver-lead-zinc ores (silver grades in the 1,000-3,000 g/t range) from Spanish colonial times to the mid-1960s.

The Sierra Ramirez District lies in eastern Durango State, approximately 80 kilometres west of the famous Providencia-Concepcion del Oro, Zacatecas District.

Initially MAG executed district-scale mapping and sampling in 2004, with a focus on determining the size of the mineralized zone(s) and confirming existing concepts of district metal zoning. The resulting district-scale metal ratio zoning patterns revealed three principal mineralization centres. Unfortunately inclement weather and other priorities resulted in little field work in 2006.

MAG Silver flew a 2,000 line kilometre magnetic and electromagnetic survey, completed in February 2007, that enhanced our knowledge and provided direct targeting in a number of favourable areas.

To date in 2008 structural and geological mapping continues and drill permitting is in progress. Preliminary work was largely completed by period end.  A drill program is being planned to commence by late fall of 2008.

The Company spent a cumulative total of $506,898 in exploration costs at Sierra de Ramirez to June 30, 2008 (2007 - $378,942), including $72,270 during the period.  Budgeted exploration programs by the Company for 2008 approximate $1,033,800.

Sello/El Oro Property

Drilling in the first quarter of 2008 failed to return results of interest and subsequently no further work was recommended.  Although very narrow veins with significant values were reported the overall results and lack of other favorable geotechnical characteristics indicate the low exploration potential of the property.

In April 2008, the Company terminated its option agreement on Sello and El Oro, and consequently, costs of $1,221,019were written-off at that time.

Other Properties

Two new projects were established during the later part of 2007 and the first quarter of 2008.

Nuevo Mundo is in eastern Zacatecas State and is geologically located along the structural trend known to host Carbonate Replacement Deposits (CRDs) and all of our CRD projects (Sierra Ramirez, Guigui and Cinco de Mayo). It is also not far from Peñasquito and ties onto the eastern boundary of the Camino Rojo gold discovery of Canplats Resources. No field work has been carried out to date.

La Lorena is located in Guanajuato state within the Fresnillo Silver Trend and was acquired by staking a large area with early indications derived from satellite and ground work of a similar geological environment as seen at Juanicipio. Reconnaissance field work has been carried out and several areas have been targeted for further follow-up.  Work is in progress.

OUTSTANDING SHARE DATA

The Company’s authorized capital consists of an unlimited number of common shares without par value.  As at August 13, 2008, the following common shares and stock options were outstanding:

	Number of	Exercise	Remaining
	Shares	Price ($)	Life (mos/years)
Capital Stock	49,153,466
Stock Options	3,272,195	$1.06 - $14.15	18 mos to 5 years
Fully Diluted	52,425,661

LIQUIDITY AND CAPITAL RESOURCES

At August 13, 2008 the Company had 49,153,466 issued and outstanding common shares.  At June 30, 2008 the Company had 49,153,466 common shares issued and outstanding.  The Company issued a total of 2,199,270 common shares during the period ended June 30, 2008 for cash proceeds of $12,855,647 (2007 – 5,597,786 for cash proceeds of $22,441,949). In the six months ended June 30, 2008 there were no shares (2007 – Nil) issued for mineral properties.  Cash proceeds are to be spent on mineral property acquisitions, exploration and development as well as for general working capital purposes. The Company’s primary source of capital has been from the sale of equity.  At June 30, 2008 the Company had cash and cash equivalents on hand of $64,815,966 compared to cash and cash equivalents of $21,936,720at June 30, 2007. The primary use of cash during the period was for acquisition and exploration expenditures and investment in the Juanicipio project, being approximately $6,589,491 (2007 - $2,882,919), management and consulting fees of $620,638 (2007 - $422,544) and other general and administrative expenses of $844,495 (2007 - $830,047). The Company had $65,178,059 in working capital as at June 30, 2008 compared to $21,769,521 at June 30, 2007.

Current liabilities of the Company at June 30, 2008 amounted to $1,640,415 (2007 - $1,049,617) mostly being attributable to accrued exploration expenses.

The Company currently has sufficient working capital to maintain all of its properties and planned programs for a period in excess of two years.  In management’s opinion, the Company is able to meet its ongoing current obligations as they become due. Based on exploration results the Company will select certain properties to complete purchase arrangements on.The Company expects to raise equity capital as it is needed.  However, there is no assurance that additional funding will be available to the Company and it may again become dependent upon the efforts and resources of its directors and officers for future working capital. Management refers the reader to Note 9 and 10 of the interim statements for the period ended June 30, 2008.

In the normal course of business the Company enters into transactions for the purchase of supplies and services denominated in Mexican Pesos. The Company also has cash and certain liabilities denominated in United States dollars. As a result, the Company is subject to foreign exchange risk from fluctuations in foreign exchange rates.

Other Items

The Company is unaware of any undisclosed liabilities or legal actions against the Company and the Company has no legal actions or cause against any third party at this time. The Company is unaware of any condition of default under any debt, regulatory, exchange related or other contractual obligations.

ADDITIONAL DISCLOSURE

Trend Information

Other than the obligations under the Company's property option agreements, there are no identifiable trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Company's liquidity either increasing or decreasing at present or in the foreseeable future.  The Company will require sufficient capital in the future to meet its acquisition payments and other obligations under property option agreements for those properties it considers worthy to incur continued holding and exploration costs upon.  The need to make such payments is a “Trend” as it is unlikely that all such obligations will be eliminated from the Company’s future business activities.  The Company intends to utilize cash on hand in order to meet its obligations under property option agreements until at least March 31, 2010.

The scale and scope of the Juanicipio project could change this timeline as exploration progresses or as development is undertaken. It is unlikely that the Company will generate sufficient operating cash flow to meet these ongoing obligations in the foreseeable future. Accordingly the Company will likely need to raise additional capital by issuance of equity in the future.  At this time the Company has no plan or intention to issue any debt in order to raise capital for future requirements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related Party Transactions

For the period ended June 30, 2008 the Company’s president received $189,431 in compensation for management services (2007 - $127,064) including an annual performance bonus of $80,000 (2007 - $50,000).

For the period ended June 30, 2008 a private company controlled by an officer of the Company received $126,254 in compensation for consulting services (2007 - $101,920) including an annual performance bonus of $60,000 (2007 - $40,000).

For the period ended June 30, 2008 the Company’s CFO received $50,000 in compensation as a bonus for management services (2007 - $Nil).

The Company paid or accrued non-executive directors fees of $102,500 during the period ended June 30, 2008 (2007 - $50,000).

The Company is party to a Field Services Agreement, whereby it has contracted exploration services in Mexico with MINERA CASCABEL S.A. DE C.V. (“Cascabel”) and IMDEX Inc. (“Imdex”).  As of January 2006, these companies have a common director with the Company.  During the period ended June 30, 2008 the Company accrued or paid Cascabel and IMDEX consulting, administration and travel fees totaling $68,261 (2007 - $62,401) and exploration costs totaling $1,119,576 (2007 - $521,747) under the Field Services Agreement.

During the year ended December 31, 2003, the Company entered into an office services agreement with Platinum Group Metals Ltd., a company with a common director and common officer. During the period ended June 30, 2008 the Company accrued or paid Platinum Group Metals Ltd. $67,891 under the office service agreement (2007 - $68,195).

During the year ended December 31, 2007, the Company entered into a new two year office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a common director.  During the period ended June 30, 2008 the Company accrued or paid Anthem $41,095 under the office lease agreement (2007 - $31,167).

These transactions were incurred in the normal course of business and are measured at the exchange amount which was the consideration established and agreed to by the noted parties.

CRITICAL ACCOUNTING POLICIES

The Company’s critical accounting policies are set out in the Annual Management Discussion and Analysis for the year ended December 31, 2007.

NEW ACCOUNTING POLICIES

The Company’s new accounting policies are set out in Note 2 of the unaudited Consolidated Interim Financial Statements for the period ended June 30, 2008.

CORPORATE GOVERNANCE

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings made pursuant to Multilateral Instrument 52-109 is recorded, processed, summarized and reported in the manner specified by the relevant securities laws applicable to the Company.  The consolidated Company operates in both Canada and Mexico and work is ongoing to improve and modernize these controls and to ensure that they remain consistently applied in both jurisdictions.  The Chief Executive Officer and the Chief Financial Officer have evaluated the Company’s disclosure control procedures as of December 31, 2007 through inquiry, review, and testing, as well as by drawing upon their own relevant experience.  The Company has retained an independent third party specialist to assist in the assessment of its disclosure control procedures.  The Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure control procedures are effective.

The Company also maintains a system of internal controls over financial reporting, as defined by Multilateral 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 Canadian GAAP.  The Company retained an independent third party specialist in 2006 and 2007 to assist in the assessment of its internal control procedures.  The Board of Directors approves the financial statements and ensures that management discharges its financial responsibilities. 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 Board of Directors has also appointed a compensation committee composed of non-executive directors whose recommendations are followed with regard to executive compensation. From time to time the board may also form special sub-committees, which must investigate and report to the Board on specific topics.

There have been no changes in internal control over financial reporting during the period ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Additional information relating to the Company, including the Company’s Annual Information Form for the year ended December 31, 2007, may be found on SEDAR at www.sedar.com.

EX-99.5

  MAG SILVER CORP. (An exploration stage company)   Consolidated Financial Statements For the six month period ended June 30, 2008
Dated: August 13, 2008

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

VANCOUVER OFFICE Suite 328 550 Burrard Street Vancouver, BC V6C 2B5 604 630 1399 phone 866 630 1399 toll free 604 484 4710 fax TSX:MAG AMEX:MVG www.magsilver.com info@magsilver.com

MAG SILVER CORP.
(An exploration stage company)
Consolidated Balance Sheets
(expressed in Canadian dollars - Unaudited)
	June 30, 2008			Dec. 31, 2007
ASSETS
CURRENT
Cash and cash equivalents	$	64,815,966		$	60,147,307
Accounts receivable (Note 3)		1,757,083			647,027
Interest receivable		154,904			173,308
Marketable securities (note 4)		9,915			-
Prepaid expenses		80,606			49,668
TOTAL CURRENT ASSETS		66,818,474			61,017,310
EQUIPMENT AND LEASEHOLDS (Note 5)		68,310			22,116
INVESTMENT IN MINERA JUANICIPIO S.A. DE C.V. (Note 6)		7,436,733			5,948,361
MINERAL RIGHTS (Note 7)		5,607,663			5,084,509
DEFERRED EXPLORATION COSTS (Note 7)		18,038,994			12,989,636
TOTAL ASSETS	$	97,970,174		$	85,061,932
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	1,640,415		$	637,180
SHAREHOLDERS' EQUITY
Share capital (Note 8)
Authorized - unlimited common shares,
without par value
Issued and outstanding at June 30, 2008 - 49,153,466
common shares (Dec.31, 2007 - 46,954,196)		107,009,704			91,105,640
Common share purchase warrants		-			2,218,444
Contributed surplus		9,449,298			7,879,650
Accumulated other comprehensive income		(186,021	)		(716,778	)
Deficit		(19,943,222	)		(16,062,204	)
TOTAL SHAREHOLDERS' EQUITY		96,329,759			84,424,752
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	97,970,174		$	85,061,932
CONTINUING OPERATIONS (Note 1)
ON BEHALF OF THE BOARD
"Derek White"
Derek White, Director
"R. Michael Jones"
R. Michael Jones, Director

See accompanying notes to the consolidated financial statements.

MAG SILVER CORP.
(An exploration stage company)
Consolidated Statements of Loss and Comprehensive Loss
(expressed in Canadian dollars - Unaudited)
	For the			For the			For the			For the
	three month			three month			six month			six month
	period ended			period ended			period ended			period ended
	June 30,			June 30,			June 30,			June 30,
	2008			2007			2008			2007
EXPENSES
Accounting and audit	$	93,933		$	17,286		$	138,608		$	34,945
Amortization		8,860			3,443			19,079			6,885
Bank charges and interest		851			745			1,680			1,319
Filing and transfer agent fees		7,721			23,433			134,078			78,389
Foreign exchange (gain) loss		(1,469	)		11,664			(64,675	)		17,013
Legal		12,765			63,287			83,865			129,381
Management and consulting fees		251,800			169,418			620,638			422,544
Mineral property costs written off (Note 7.(g))		51,608			750,277			1,221,019			750,277
Shareholder relations		56,040			141,812			135,324			238,907
Stock compensation expense		953,321			1,017,521			2,399,621			2,747,555
Telephone and office		129,844			109,362			289,566			193,484
Travel		72,193			73,278			106,970			129,724
		1,637,467			2,381,526			5,085,773			4,750,423
LOSS BEFORE THE FOLLOWING		(1,637,467	)		(2,381,526	)		(5,085,773	)		(4,750,423	)
INTEREST INCOME		545,586			200,002			1,204,755			316,557
NET LOSS FOR THE PERIOD	$	(1,091,881	)	$	(2,181,524	)	$	(3,881,018	)	$	(4,433,866	)
OTHER COMPREHENSIVE INCOME
CURRENCY TRANSLATION ADJUSTMENT		146,977			-			531,412			-
UNREALIZED LOSS ON MARKETABLE
SECURITIES		(655	)		-			(655	)		-
COMPREHENSIVE LOSS FOR THE PERIOD	$	(945,559	)	$	(2,181,524	)	$	(3,350,261	)	$	(4,433,866	)
BASIC AND DILUTED
LOSS PER SHARE	$	(0.02	)	$	(0.05	)	$	(0.07	)	$	(0.11	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		49,011,242			41,562,012			48,423,600			40,536,765

See accompanying notes to the consolidated financial statements.

MAG SILVER CORP.
(An exploration stage company)
Consolidated Statements of Shareholders' Equity
(expressed in Canadian dollars - Unaudited)							Deficit
						Accumulated	accumulated
	Common shares		Common share			other	during the	Total	Total
	without par value		purchase warrants		Contributed	comprehensive	exploration	Deficit	shareholders'
	Shares	Amount	Number	Amount	Surplus	income("AOCI")	stage	and "AOCI"	equity
Balance, December 31, 2006	37,928,610	$23,433,942	-	$               -	$3,059,194	$                      -	($7,912,946)	($7,912,946)	$18,580,190
Issued for cash (Note 8 (a))	5,760,000	59,955,443	1,380,000	2,692,571	-	-	-	-	62,648,014
Warrants exercised	2,883,486	6,468,783	(243,000)	(474,127)	-	-	-	-	5,994,656
Stock options exercised	382,100	1,247,472	-	-	(436,110)	-	-	-	811,362
Stock options granted	-	-	-	-	5,256,566	-	-	-	5,256,566
Translation adjustment	-	-	-	-	-	(716,778)	-	(716,778)	(716,778)
Net loss	-	-	-	-	-	-	(8,149,258)	(8,149,258)	(8,149,258)
Balance, December 31, 2007	46,954,196	91,105,640	1,137,000	2,218,444	7,879,650	(716,778)	(16,062,204)	(16,778,982)	84,424,752
Issued for cash	-	11,936	-	-	-	-	-	-	11,936
Warrants exercised	1,137,000	13,588,444	(1,137,000)	(2,218,444)	-	-	-	-	11,370,000
Stock options exercised	1,062,270	2,303,684	-	-	(829,973)	-	-	-	1,473,711
Stock options granted	-	-	-	-	2,399,621	-	-	-	2,399,621
Translation adjustment	-	-	-	-	-	531,412	-	531,412	531,412
Unrealized loss on marketable
securities	-	-	-	-	-	(655)	-	(655)	(655)
Net loss	-	-	-	-	-	-	(3,881,018)	(3,881,018)	(3,881,018)
Balance, June 30, 2008	49,153,466	$  107,009,704	-	$               -	$ 9,449,298	$          (186,021)	$(19,943,222)	$   (20,129,243)	$ 96,329,759

See accompanying notes to the consolidated financial statements.

MAG SILVER CORP.
(An exploration stage company)
Consolidated Statements of Cash Flows
(expressed in Canadian dollars - Unaudited)
	For the			For the			For the			For the
	three month			three month			six month			six month
	Period ended			Period ended			Period ended			Period ended
	June 30,			June 30,			June 30,			June 30,
	2008			2007			2008			2007
OPERATING ACTIVITIES
Net loss for the period	$	(1,091,881	)	$	(2,181,524	)	$	(3,881,018	)	$	(4,433,866	)
Items not involving cash:
Amortization		8,860			3,443			19,079			6,885
Mineral property costs written off (Note 7 (g))		51,608			750,277			1,221,019			750,277
Stock compensation expense		953,321			1,017,521			2,399,621			2,747,555
Changes in operating assets and liabilities
Accounts receivable		(665,600	)		(151,987	)		(1,110,056	)		(231,946	)
Interest receivable		30,410			(183,488	)		18,404			(177,761	)
Prepaid expenses		(38,153	)		17,274			(30,938	)		(43,484	)
Accounts payable and accrued liabilities		(142,611	)		53,376			(157,765	)		254,749
		(894,046	)		(675,108	)		(1,521,654	)		(1,127,591	)
INVESTING ACTIVITIES
Purchase of equipment and leasehold improvements		(3,146	)		-			(65,273	)		(1,649	)
Purchase of marketable securities		(10,570	)					(10,570	)
Investment in Juanicipio JV		(482,008	)		(475,832	)		(956,960	)		(516,186	)
Mineral rights		(550,268	)		(180,860	)		(740,989	)		(491,459	)
Deferred exploration costs		(3,556,777	)		(783,280	)		(4,891,542	)		(1,875,274	)
		(4,602,769	)		(1,439,972	)		(6,665,334	)		(2,884,568	)
FINANCING ACTIVITIES
Issue of share capital		500,456			3,227,348			12,855,647			22,441,949
		500,456			3,227,348			12,855,647			22,441,949
INCREASE IN CASH		(4,996,359	)		1,112,268			4,668,659			18,429,790
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		69,812,325			20,824,452			60,147,307			3,506,930
CASH AND EQUIVALENTS, END OF PERIOD
	$	64,815,966		$	21,936,720		$	64,815,966		$	21,936,720
CASH AND EQUIVALENTS WERE COMPRISED OF:
Cash	$	64,815,966		$	2,011,470		$	64,815,966		$	2,011,470
Short-term deposits		-			19,925,250			-			19,925,250
	$	64,815,966		$	21,936,720		$	64,815,966		$	21,936,720

See accompanying notes to the consolidated financial statements.

MAG SILVER CORP.

(An exploration stage company)

Notes to the Consolidated Financial Statements (Unaudited)

1.           CONTINUING OPERATIONS

The Company was incorporated under the Company Act (British Columbia) on April 21, 1999 and its shares were listed on the TSX Venture Exchange on April 21, 2000. On October 5, 2007 the Company moved to the TSX.

The Company is an exploration company working on mineral properties it has staked or acquired by way of option agreement principally in Mexico. The Company has not yet determined whether these mineral properties contain any economically recoverable ore reserves. The Company defers all acquisition, exploration and development costs related to the properties on which it is conducting exploration. The recoverability of these amounts is dependent upon the existence of economically recoverable 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.

These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assume that the Company will realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

These interim consolidated financial statements do not include all the information and disclosures required by Canadian GAAP for annual consolidated financial statements. They have been prepared using the same accounting policies and methods of applications as the latest annual consolidated financial statements. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been made. The results for interim periods are not necessarily indicative of results for the entire year. The information contained in the interim financial statements should be read in conjunction with the Company’s latest audited consolidated financial statements for the year ended December 31, 2007.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

2.           ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and include the following significant policies outlined below.

On January 1, 2008, the Company adopted four new presentation and disclosure standards that were issued by the Canadian Institute of Chartered Accountants: Handbook Section 1535, Capital Disclosures ("Section 1535"), Handbook Section 3031, Inventories – (“Section 3031”), Handbook Section 3862, Financial Instruments - Disclosures ("Section 3862") and Handbook Section 3863, Financial Instruments - Presentation ("Section 3863"). These standards were adopted on a prospective basis without restatement of prior periods.

 (i)           Accounting Changes – Section 1506

Section 1506, Accounting Changes, prescribes the criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and corrections of errors. This  Section allows for voluntary changes in accounting policies  only if they result in the financial statements providing reliable  and more relevant information. In addition, this Section requires entities to disclose the fact that they did not apply a  primary source of GAAP that have been issued but not yet  effective. The adoption of this Section had no impact on the consolidated financial position or results of operations for the six months ended June 30, 2008.

 (ii)           Capital disclosures – Section 1535

Section 1535, Capital Disclosures, establishes disclosure  requirements regarding an entity’s capital, including (i) an  entity’s objectives, policies, and processes of managing capital;  (ii) quantitative data about what the entity regards as capital;  (iii) whether the entity has complied with any externally  imposed capital requirements; and (iv) if it has not complied,  the consequences of such non-compliance. The new standard has had no impact on the consolidated financial position or results of operations for the six months ended June 30, 2008.

(iii)           Financial instrument – Sections 3862 and 3863

Section 3862, Financial Instruments – Disclosures and Section 3863 Financial Instruments – Presentation replace Section 3861 Financial Instruments – Disclosure and Presentation. These new sections revise and enhance disclosure requirements while leaving presentation requirements unchanged. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks. The new standards have had no impact on the consolidated financial position or results of operations for the six months ended June 30, 2008. Refer to the additional sensitivity disclosure in Note 10.

(iv)           Inventories – Section 3031

Section 3031, Inventories, provides more guidance on the measurement and disclosure requirements for inventories. Specifically the new pronouncement requires inventories to be measure at the lower of cost or net realizable value, and provides guidance on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value. The new standard has had no impact on the consolidated financial position or results of operations for the six months ended June 30, 2008.

 Recent Accounting Pronouncements

Goodwill and Intangible Assets

In February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets, replacing Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. The new pronouncement establishes standards for the recognition, measurement, presentation, and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. This Section is effective in the first quarter of 2009, and the Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.

3.           ACCOUNTS RECEIVABLE

	June 30, 2008		Dec. 31, 2007
Goods and services tax recoverable	$	72,617	$	50,314
Mexican value added tax ("IVA") recoverable		1,669,471		596,713
Other		14,995		-
	$	1,757,083	$	647,027

4. MARKETABLE SECURITIES

At June 30, 2008, the Company has the following marketable securities:

Available-for-sale securities	Number of Shares		Cost ($)		Accumulated Unrealized Losses ($)		Fair Value ($)
Fresnillo PLC		1,000		10,570		655		9,915

During the six month period ended June 30, 2008 the Company recognized an unrealized loss of $655 (2007 - $nil) on marketable securities designated as available-for-sale instruments in other comprehensive income.

Fresnillo PLC

In 2008 the Company purchased 1,000 shares of Fresnillo PLC a company which holds a 56% interest in Minera Juanicipio, S.A. DE C.V. (Note 6)

5.  EQUIPMENT AND LEASEHOLDS

			June 30,				December 31,
	2008						2007
			Accumulated		Net book		Net book
	Cost		depreciation		value		value
Computer equipment
and software	$	41,614	$	24,221	$	17,393	$	12,603
Field equipment		67,201		31,907		35,294		9,513
Leasehold improvements		26,084		10,461		15,623		-
	$	134,899	$	66,589	$	68,310	$	22,116

6.           INVESTMENT IN MINERA JUANICIPIO S.A. DE C.V.

Pursuant to an original option agreement dated July 18, 2002 and subsequent corporate acquisitions the Company acquired a 100% interest in the Juanicipio Property in exchange for total consideration of $919,458. Of this amount, $656,125 was paid in cash and 366,667 common shares of the Company were issued at a value of $263,333.

Pursuant to a letter of intent dated March 17, 2005 and a formal agreement effective July 1, 2005 (the “Agreement”) with Industrias Peñoles, S.A. DE C.V. (“Peñoles”), the Company granted to Peñoles or any of its subsidiaries an option to earn a 56% interest in the Juanicipio Property in Mexico in consideration for Peñoles conducting US $5,000,000 of exploration on the property over four years and Peñoles purchasing US $1,000,000 of Common Shares of the Company in two tranches for US$500,000 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 2008 Peñoles restructured and transferred its 56% interest of Minera Juanicipio into a new company called Compania Fresnillo S.A. DE C.V.  (“Fresnillo”).  Minera Juanicipio is held as to 56% by Fresnillo and 44% by the Company.  In December 2007 all mineral rights and surface rights relating to the Juanicipio project held by the Company and Peñoles respectively were ceded into Minera Juanicipio.  Minera Juanicipio is currently operated according to the terms and conditions of a shareholders agreement.  All costs relating to the project and Minera Juanicipio will be shared by the Company and Fresnillo pro-rata based on their ownership interests in Minera Juanicipio.

To capitalize Minera Juanicipio the Company invested 63.40 million pesos ($6.025 million) into Minera Juanicipio while Peñoles invested 80.69 million pesos ($7.668 million). MAG then received a payout from Minera Juanicipio of 26.41 million pesos ($2.510 million) against its contribution of the Juanicipio mineral rights while Peñoles received 70.28 million pesos against its contribution of surface rights and the Company’s 44% share of exploration costs incurred by Peñoles subsequent to the completion of their earn-in and up to December 31, 2007.

The Company has recorded its investment in the Minera Juanicipio using the equity basis of accounting. The cost of the investment includes the carrying value of the deferred exploration and mineral and surface rights costs incurred by the Company on the Juanicipio Property and contributed to Minera Juanicipio plus the required net cash investment to establish its 44% interest.

Effective December 31, 2007 the Company concluded that the functional currency of Minera Juanicipio was the Mexican peso as expenditures in Minera Juanicipio were principally being incurred in pesos and funded by advances from the venturers which were denominated in pesos. The Company translates its net investment in Minera Juanicipio using the current rate method with translation gains and losses recorded in other comprehensive loss which is a component of shareholders’ equity, until there is a realized reduction in the net investment.

 The Company’s 44% interest in Minera Juanicipio is detailed as follows:

	June 30, 2008		Dec. 31,2007
Camp costs	$	5,902	$	13,108
Geochemical		-		-
Geological		20,021		66,190
Geophysical		5,617		10,905
Gov't fees and licenses		5,014		8,764
Travel		899		3,906
Site administration		875		2,292
Cash contributions to the Minera Juanicipio		918,632		6,025,018
		956,960		6,130,183
Balance, beginning of year		5,948,361		3,044,509
	$	6,905,321	$	9,174,692
Recoveries		-		(2,509,553	)
Translation adjustment		531,412		(716,778	)
Balance, end of period	$	7,436,733	$	5,948,361

At June 30, 2008 the assets of Minera Juanicipio consisted of cash and short term investments in the amount of 19.44 million pesos ($1,921,240), IVA and other receivables in the amount of 7.80 million pesos ($0.77 million) and mineral, surface rights and exploration expenditures in the amount of 139.30 million pesos ($13.77 million).  Payables to Peñoles and other vendors for exploration work amounted to 0.44 million pesos ($43,500) while shareholders equity was 166.10 million pesos ($16.42 million).

7.           MINERAL RIGHTS AND DEFERRED EXPLORATION COSTS

	Six month period ended June 30, 2008
	(Batopilas)				Sierra de	Cinco de
	Don Fippi	Guigui	Lagartos NW	Lagartos SE	Ramirez	Mayo	Sello	Other	Total
Acquisition costs of
mineral rights
Bal., beginning of year	$    1,422,672	$      1,571,172	$         50,032	$                   -	$       800,736	$        610,448	$        105,852	$  523,597	$      5,084,509
Incurred during period	-	-	-	29,443	204,837	335,356	12,983	59,370	641,989
Less amounts written off	-	-	-	-	-	-	(118,835)	-	(118,835)
Balance, end of period	$    1,422,672	$      1,571,172	$         50,032	$         29,443	$    1,005,573	$       945,804	$                   -	$  582,967	$      5,607,663
Deferred exploration costs
Camp costs	$         72,885	$                   -	$          19,582	$          27,187	$           10,102	$         134,481	$          13,429	$     20,439	$           298,105
Drilling	854,049	-	720,878	4,838	-	2,295,078	485,327	-	4,360,170
Geochemical	38,472	-	1,429	21,593	-	103,162	13,584	2,080	180,320
Geological	189,623	-	63,195	68,260	32,536	234,072	48,665	53,058	689,409
Geophysical	58,841	-	5,617	-	1,214	76,579	-	-	142,251
Gov't fees and licenses	5,452	6,200	76,320	104,522	18,787	35,818	27,424	47,215	321,738
Site administration	10,381	-	4,831	4,839	712	16,773	2,535	5,182	45,253
Travel	28,618	-	3,502	6,932	8,919	28,773	6,696	23,601	107,041
Transport and shipping	2,266	-	797	622	-	3,371	50	149	7,255
	1,260,587	6,200	896,151	238,793	72,270	2,928,107	597,710	151,724	6,151,542
Bal., beginning of year	3,344,413	1,450,400	120,853	4,220,148	434,628	2,775,679	504,474	139,041	12,989,636
Less amounts written off	-	-	-	-	-	-	(1,102,184)	-	(1,102,184)
Balance, end of period	$   4,605,000	$    1,456,600	$     1,017,004	$    4,458,941	$       506,898	$   5,703,786	$                   -	$  290,765	$     18,038,994

	Three month period ended June 30, 2008
	(Batopilas)				Sierra de	Cinco de
	Don Fippi	Guigui	Lagartos NW	Lagartos SE	Ramirez	Mayo	Sello	Other	Total
Acquisition costs of
mineral rights
Bal., beginning of period	$    1,422,672	$      1,571,172	$         50,032	$                   -	$       879,742	$        610,448	$               -	$  523,597	$      5,057,663
Incurred during period	-	-	-	29,443	125,831	335,356	268	59,370	550,268
Less amounts written off	-	-	-	-	-	-	(268)	-	(268)
Balance, end of period	$    1,422,672	$      1,571,172	$         50,032	$         29,443	$    1,005,573	$       945,804	$               -	$  582,967	$      5,607,663
Deferred exploration costs
Camp costs	$         48,756	$                   -	$          14,742	$           17,391	$             1,689	$          87,145	$           870	$      17,486	$           188,079
Drilling	444,509	-	604,328	100	-	1,607,241	10,023	-	2,666,201
Geochemical	24,764	-	987	8,355	-	71,693	8,819	43	114,661
Geological	111,428	-	44,615	31,886	10,301	139,728	5,419	47,827	391,204
Geophysical	36,700	-	2,004	-	1,214	34,124	-	-	74,042
Gov't fees and licenses	2,310	128	2,700	2,251	488	1,182	25,979	-	35,038
Site administration	6,476	-	3,788	2,134	305	9,514	112	4,872	27,201
Travel	14,943	-	1,390	3,866	8,703	14,532	117	16,004	59,555
Transport and shipping	693	-	17	12	-	70	1	3	796
	690,579	128	674,571	65,995	22,700	1,965,229	51,340	86,235	3,556,777
Bal., beginning of period	3,914,421	1,456,472	342,433	4,392,946	484,198	3,738,557	-	204,530	14,533,557
Less amounts written off	-	-	-	-	-	-	(51,340)	-	(51,340)
Balance, end of period	$   4,605,000	$    1,456,600	$     1,017,004	$    4,458,941	$       506,898	$   5,703,786	$               -	$  290,765	$     18,038,994

 (a)           Don Fippi (Batopilas) Property

The Company has a 100% interest in the Don Fippi mining concessions located in the Batopilas, Chihuahua district of Mexico, subject to a royalty of 4.5% of the Net Smelter returns obtained from the property. To June 30, 2008 the Company has incurred $4,605,000 in exploration costs on the property.

(b)           Guigui Property

The Company has a 100% interest in mining concessions located in the Santa Eulalia (Guigui), Chihuahua district of Mexico, subject to a royalty of 2.5% of the Net Smelter returns obtained from the property. To June 30, 2008 the Company has incurred $1,456,600 in exploration costs on the property.

(c)           Lagartos Properties

The Company has acquired 100% interest in exploration concession on mining claims (Lagartos) on the Fresnillo trend to the northwest and southeast of the Juanicipio property. This exploration concession enables the Company to explore the mining claim covered by the concession to December 2009, subject to the Company paying any applicable annual tax or other regulatory charges.

During the period ended June 30, 2008, the Company entered into an option agreement to acquire 100% interest in certain mining concessions internal to the Lagartos SE property. The Company is obligated to make scheduled cash payments totalling US$500,000 (of which US$30,000 has been paid) to June 10, 2011.

To June 30, 2008 the Company has incurred $1,017,004 in exploration costs on the Lagartos NW property and $4,458,941 in exploration costs on the Lagartos SE property.

(d)           Sierra Ramirez Property

On December 14, 2003 the Company entered into an option agreement to acquire a 100% interest in certain mining concessions located in the Sierra Ramirez district in Durango, Mexico. Under the terms of the option agreement, the Company was obligated to make scheduled payments totalling US$1,505,000 plus applicable value added tax by December 14, 2008; incur exploration expenditures totalling US$250,000 by July 26, 2009; and issue a finder’s fee of 25,000 common shares of the Company (all are issued).

During the year ended December 31, 2006, the Company and Minera Rio Tinto, S.A. DE C.V. amended terms of the above referenced option agreement. Under the amended terms, the Company will issue Minera Rio Tinto, S.A. DE C.V. 20,000 common shares of the Company (issued) and make scheduled cash payments totalling US$1,300,000 (of which US$200,000 has been paid or accrued) to December 14, 2010, with a final payment of US$650,000 of which up to US$500,000 may be paid in the common shares of the Company. Under the amended terms all exploration work commitments were also eliminated. To June 30, 2008 the Company has incurred $506,898 in exploration costs on the property.

During the year ended December 31, 2007, the Company entered into four separate option agreements to acquire 100% interest in certain mining concessions all of which are internal to the Sierra Ramirez property. The Company is obligated to make scheduled cash payments totalling US$4,938,125 (of which US$279,375 has been paid) to January 21, 2012.

 (e)           Adargas Property

On February 14, 2004 the Company entered into an option agreement to acquire a 100% interest in the Adargas property. During the period ended June 30, 2007 the Company terminated its option agreement, and consequently, total deferred acquisition and exploration costs of $750,277 were written-off.

 (f)           Cinco de Mayo Property

On February 26, 2004 the Company entered into an option agreement to acquire a 100% interest in the Cinco de Mayo property (the “Cinco de Mayo Property”), subject to a 2.5% net smelter returns royalty. Under the terms of the agreement, as later amended, the Company was obligated to make scheduled cash and share payments together worth US$1,000,000 (US$400,000 in cash and share payments made) and incur certain exploration expenditures totalling US$1,000,000 by July 26, 2009 (incurred). To June 30, 2008 the Company paid US$300,000 in cash, issued 165,670 common shares at a value of $266,630 and completed approximately $5,703,786 in exploration costs.

During the period ended June 30, 2008, the Company acquired 100% interest in certain mining concessions internal to the Cinco de Mayo property from two separate vendors. The Company made a one-time payment of US$350,000 for these mining concessions.

(g) Sello  Property

On December 8, 2006 the Company entered into an agreement to acquire a 100% interest in the Sello and Sello Uno claims located in Zacatecas State, by making scheduled option payments totalling US$1,000,000 plus applicable value added tax over a three year period (of which US$50,000 has been paid to March 31, 2008). During the current year the Company entered into an agreement to acquire a 100% interest in the El Oro claims located in Zacatecas State, by making scheduled option payments totalling US$125,000 plus applicable value added tax over one year (of which US$62,500 was paid to March 31, 2008). It was decided in April 2008 that the Company would terminate these option agreements, and consequently, total deferred acquisition and exploration costs of $1,221,019 were written-off as of June 30, 2008.

(h)           Other Properties

During the years ending December 31, 2007 and December 31, 2006 the Company optioned other exploration concessions on several mining claims. To June 30, 2008 the Company has paid $582,967 in acquisition costs. The Company has a US$100,000 option payment remaining on December 8, 2008.

During the period ended June 30, 2008, the Company optioned additional exploration concessions in Mexico. The Company is obligated to make scheduled cash payments totalling US$1,300,000 (of which US$60,000 has been paid) to June 12, 2013.

8.           SHARE CAPITAL

(a)           Issued and outstanding

During the period ended June 30, 2008 1,137,000 share purchase warrants were exercised for proceeds of $11,370,000 and 1,062,270 stock options were exercised for cash proceeds of $1,473,711.

During the year ended December 31, 2007 2,883,486 share purchase warrants were exercised for proceeds of $5,994,656 and 382,100 stock options were exercised for cash proceeds of $811,362.

On November 27, 2007 the Company closed a brokered private placement for 3,000,000 common shares of the Company at a price of $15.50 per share for gross proceeds of $46,500,000. The Company paid a 5.0% commission to the underwriters on this placement. Legal, syndicate, and filing costs totaled an additional $208,484.

On February 14, 2007 the Company closed a brokered private placement for 2,550,000 units at $7.25 a unit for gross proceeds of $18,487,500. Each unit was comprised of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable for one common share at a price of $10.00 until February 14, 2008. $15,999,799 of the gross proceeds was assigned to the common shares included in the units and $2,487,701 to the warrants. The Company paid 6.0% cash commission to the underwriters on this placement. Legal, syndicate, and filing costs totaled an additional $127,902.

On February 14, 2007 the Company closed a non-brokered private placement for 195,000 units, while a further 15,000 units were closed February 15, 2007 for a total of 210,000 at $7.25 a unit for gross proceeds of $1,522,500. Each unit is comprised of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable for one common share at a price of $10.00 until February 14, and 15, 2008.  $1,317,630 of the gross proceeds was assigned to the common shares included in the units and $204,870 to the warrants. The Company paid a 6.0% finder’s fee on this placement comprised of $91,350 in cash.

 (b)           Stock options

The Company has entered into Incentive Stock Option Agreements (“Agreements”) with directors, officers and employees. The maximum number of stock options which may be granted is limited to 10% of the issued and outstanding shares.

The following table summarizes options outstanding at June 30, 2008:

		Number		Weighted average		Weighted
		outstanding at		remaining		average
Exercise		June 30,		contractual life		exercise
price		2008		(years)		price
$	1.00		60,000		2.42		1.00
	1.06		525,000		1.55		1.06
	1.14		15,000		2.26		1.14
	2.00		50,000		2.96		2.00
	2.46		145,000		3.06		2.46
	3.00		505,000		2.60		3.00
	3.12		18,000		3.17		3.12
	3.56		13,000		2.72		3.56
	4.04		154,930		2.75		4.04
	5.36		477,500		3.45		5.36
	7.56		35,000		3.57		7.56
	8.80		200,000		3.65		8.80
	9.40		45,000		3.75		9.40
	10.01		244,265		5.00		10.01
	12.91		284,500		4.62		12.91
	13.75		25,000		4.27		13.75
	14.15		425,000		4.29		14.15
	14.70		50,000		4.09		14.70
			3,272,195		3.29	$	6.59

At June 30, 2008 a total of 3,228,445 of the outstanding share options were exercisable, having a weighted average remaining contractual life of 3.29 years and a weighted average exercise price of $6.50.

At the date the Agreements are entered into, the exercise price of each option is set no lower than the fair value of the common shares at the date of grant.

The following table summarizes the Company’s options:

	Period ended			Weighted		Period ended			Weighted
	June 30,			average		June 30,			average
	2008			exercise		2007			exercise
				price					price
Balance outstanding,
beginning of year		3,805,700		$	4.44		3,352,800		$	2.31
Activity during the period
Options granted		528,765			11.57		335,000			8.57
Options exercised		(1,062,270	)		1.39		(197,300	)		1.03
Balance outstanding,
end of period		3,272,195		$	6.59		3,490,500		$	2.99

During the period ended June 30, 2008 the Company granted 528,765 stock options, (June 30, 2007 – 335,000). The Company has recorded $2,399,621 (June 30, 2007 - $2,747,555) of compensation expense relating to stock options vested to employees and consultants in the period ended June 30, 2008.

For the period ended June 30, 2008, stock-based compensation expense was determined using an option pricing model assuming no dividends are to be paid, a weighted average volatility of the Company’s share price of 49%, an annual risk free interest rate of 3.40% and expected lives of three years.  (June 30, 2007 – assuming: no dividends are to be paid, a weighted average volatility of the Company’s share price of 85%, an annual risk free interest rate of 4.05% and expected lives of three years.)

 (c)           Share purchase warrants

				Weighted
				average
	Number			exercise
	of warrants			price
Balance at December 31, 2006		2,640,486			1.35
Issued in connection with issuance of common
shares		1,380,000			10.00
Exercised and converted into common shares		(2,883,486	)		2.08
Balance at December 31, 2007		1,137,000		$	10.00
Exercised and converted into common shares		(1,137,000	)		10.00
Balance at June 30, 2008		-		$	-

9.           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 provide financial capacity to meets its strategic objectives. The capital structure of the Company consists of equity attributable to common shareholders, comprising of issued share capital, common share purchase warrants, contributed surplus, accumulated other comprehensive income and accumulated deficit.

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 new debt, 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 and updated budgets are approved by the Board of Directors. The Company does not pay out dividends.

As at June 30, 2008, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements.

The Company expects its current capital resources will be sufficient to carry its exploration and development plans and operations through its current operating period.

10.           FINANCIAL RISK MANAGEMENT

The Company’s operations consist of the acquisition, exploration and development of district scale projects in the Mexican silver belt. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurence. 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.

(a)           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

The Company is in the exploration stage and has not yet commenced commerical production or sales. Therefore, the Company is not exposed to significant credit risk and overall the Company’s credit risk has not changed significantly from the prior year.

(ii)           Cash and cash equivalents

In order to manage credit and liquidity risk we invest only in highly rated investment grade instruments that have maturities of three months or less. Limits are also established based on the type of investment, the counterparty and the credit rating.

(iii)           Derivative financial instruments

As at June 30, 2008, the Company has no derivative financial instruments. We may in the future enter into derivative financial instruments and in order to manage credit risk, we will only enter into derivative financial instruments with highly rated investment grade counterparties.

(b)           Liquidity risk

The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements and its exploration and development plans. 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.

(c)           Currency risk

The Company’s functional currency is the Canadian dollar and therefore the Company's net earnings and other comprehensive earnings are impacted by fluctuations in the value of foreign currencies in relation to the Canadian dollar. The Company's foreign currency exposures comprise cash and cash equivalents and accounts payable and accrued liabilities denominated in Mexican pesos and United States dollars. Several of the Company’s options to acquire properties in Mexico may result in option payments by the Company denominated in Mexican Pesos or in United States dollars. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

Appreciation in Mexican peso against the Canadian dollar will increase our costs of operations in Mexico. A decrease in the United States dollar against the Canadian dollar will result in a loss on our books to the extent we hold funds in United States dollars. The Company is also exposed to inflation risk in Mexico.

The sensitivity of the Company's net loss and other comprehensive loss for the six months ended June 30, 2008 due to changes in the exchange rate for the Mexican peso in relation to the Canadian dollar is summarized in the following table expressed as the increase in the net loss and comprehensive loss for each 10% appreciation in the Canadian dollar.

Net Loss	$	800,000
Other comprehensive loss		(95,000	)
Comprehensive loss	$	705,000

A 10% depreciation in the Canadian dollar against the Mexican peso would have a similar decrease in net loss.

 (d)           Interest rate risk

The Company’s interest revenue earned on cash and cash equivalents and on short term investments is exposed to interest rate risk.

11.           FAIR VALUE DISCLOSURES

The carrying values of cash and cash equivalents and accounts payable reported in the consolidated balance sheet approximate their respective fair values.

12.           SEGMENTED INFORMATION

The Company operates in one segment being the exploration of mineral properties in Mexico. Substantially all of the Company’s long term assets are located in Mexico and the Company’s executive and head office is located in Canada.

13.           RELATED PARTY TRANSACTIONS

For the period ended June 30, 2008 the Company’s president received $189,431 in compensation for management services (2007 - $127,064) including an annual performance bonus of $80,000 (2007 - $50,000)

For the period ended June 30, 2008 a private company controlled by an officer of the Company received $126,254 in compensation for consulting services (2007 - $101,920) including an annual performance bonus of $60,000 (2007 - $40,000)

For the period ended June 30, 2008 the Company’s CFO received $50,000 in compensation as a bonus for management services (2007 - $Nil).

The Company paid or accrued non-executive directors fees of $102,500 during the period ended June 30, 2008 (2007 - $50,000).

The Company is party to a Field Services Agreement, whereby it has contracted exploration services in Mexico with MINERA CASCABEL S.A. DE C.V. (“Cascabel”) and IMDEX Inc. (“Imdex”).  As of January 2006, these companies have a common director with the Company.  During the period ended June 30, 2008 the Company accrued or paid Cascabel and IMDEX consulting, administration and travel fees totaling $68,261 (2007 - $62,401) and exploration costs totaling $1,119,576 (2007 - $521,747) under the Field Services Agreement.

During the year ended December 31, 2003, the Company entered into an office services agreement with Platinum Group Metals Ltd., a company with a common director and common officer. During the period ended June 30, 2008 the Company accrued or paid Platinum Group Metals Ltd. $67,891 under the office service agreement (2007 - $68,195).

During the year ended December 31, 2007, the Company entered into a new two year office lease agreement with Anthem Works Ltd. (“Anthem”), a company with a common director.  During the period ended June 30, 2008 the Company accrued or paid Anthem $41,095 under the office lease agreement (2007 - $31,167).

These transactions were incurred in the normal course of business and are measured at the exchange amount which was the consideration established and agreed to by the noted parties.

14.           CONTINGENCIES AND COMMITMENTS

The Company’s minimum payments under its office lease agreement which was entered into during the year ended December 31, 2007, are as follows:

2008		39,013
2009		58,519
	$	97,532