Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
   
  FIRST MAJESTIC SILVER CORP. (the “Company”)
  1805 – 925 West Georgia Street
  Vancouver, BC V6C 3L2 CANADA
  Telephone: (604) 688-3033
  Facsimile: (604) 639-8873
     
Item 2. Date of Material Change
   
  October 6, 2010
   
Item 3. News Release
   
  The press release was disseminated through the services of Marketwire.
   
Item 4. Summary of Material Change
   

The Company announced that production in the third quarter ending September 30, 2010 increased to a new Company record of 1,920,498 equivalent ounces of silver representing a 16% increase over the previous quarter and a 76% increase over the third quarter of 2009.

   
Item 5. Full Description of Material Change
   
  5.1 Full Description of Material Change
     
  See Schedule “A” attached hereto.
   
  5.2 Disclosure for Restructuring Transactions
     
  Not applicable.
   
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
   
  Not applicable
   
Item 7. Omitted Information
   
  Not applicable.
   
Item 8. Executive Officer
   
  Keith Neumeyer, President & CEO
  Telephone: (604) 688-3033 Facsimile: (604) 639-8873
   
Item 9. Date of Report
   
  October 6, 2010



SCHEDULE “A”
 
FIRST MAJESTIC SILVER CORP.
Suite 1805 – 925 West Georgia Street
Vancouver, B.C., Canada V6C 3L2
Telephone: (604) 688-3033 Fax: (604) 639-8873
Toll Free: 1-866-529-2807
Web site: www.firstmajestic.com; E-mail: info@firstmajestic.com
 
 
NEWS RELEASE

TSX Exchange – FR October 6, 2010
OTCQX – FRMSF  
Frankfurt – FMV (WKN: A0LHKJ)  

Another New Record for Silver Production; 1,823,370 oz Silver Produced in Q3

Highlights

First Majestic Silver Corp. ("First Majestic" or the "Company") is pleased to announce that production in the third quarter ending September 30, 2010 increased to a new Company record of 1,920,498 equivalent ounces of silver representing a 16% increase over the previous quarter and a 76% increase over the third quarter of 2009.

The total equivalent silver production for the quarter consisted of: 1,823,370 ounces of silver, representing an 18% increase from the previous quarter; 1,248,086 pounds of lead representing a 16% decrease from the previous quarter; and 377 ounces of gold representing a decrease of 36% compared to the previous quarter. Total silver production compared to the third quarter of 2009 increased by 95%.

The total ore processed during the quarter at the Company's three operating silver mines, the La Encantada Silver Mine, the La Parrilla Silver Mine and the San Martin Silver Mine, amounted to a new record of 434,221 tonnes milled in the quarter representing a 7% increase over the previous quarter.

Production Details Table:


Quarter Ended
September 30, 2010
Quarter Ended
June 30, 2010
% Change
+/-
Total silver ounces produced 1,823,370 1,538,798 18%
Total equivalent silver ounces produced 1,920,498 1,656,165 16%
Total ore processed/tonnes milled 434,221 404,350 7%
Total pounds of lead produced 1,248,086 1,494,548 -16%
Total gold ounces produced 377 593 -36%


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Other Developments

The Company’s underground development in the third quarter consisted of 6,207 metres, compared to 5,063 metres completed in the previous quarter. Diamond drilling activity in the quarter consisted of 7,819 metres compared with 3,090 metres completed in the previous quarter. The expanded drilling program consisted of definition drilling to assist in mining activity and resource upgrading and exploration at the Company’s three mines.

Now that the La Encantada mill expansion has effectively achieved full capacity, the Company’s focus for the next 15 months will be: 1) expanding the Company’s La Parrilla operation, 2) concluding a final decision on size and timing of a new mill construction at the Company’s Del Toro Silver Mine, and 3) expanding the NI 43-101 compliant Reserves / Resources at each of the Company’s five projects (La Encantada Silver Mine, La Parrilla Silver Mine, San Martin Silver Mine, Del Toro Silver Mine and the Real de Catorce Silver Project).

At the La Encantada Silver Mine:

At the La Parrilla Silver Mine:


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At the San Martin Mine:

At the Del Toro Silver Mine:

Mr. Keith Neumeyer, President and CEO stated: “First Majestic’s operations are exceeding budgeted levels. This is a real testament to the efforts of our management and staff at all levels of our business. It’s nice to see First Majestic shine as it continues to break new records.”

Ramon Davila, Ing., M.Sc., Chief Operating Officer for First Majestic, is the Qualified Person pursuant to NI 43-101 who reviewed this news release and oversees the mining operations.

First Majestic is a producing silver company focused in Mexico and is aggressively pursuing its business plan to become a senior silver producer through the development of its existing assets and the pursuit through acquisition of additional assets that contribute to achieving its corporate growth objectives.

FOR FURTHER INFORMATION contact info@firstmajestic.com, visit our website at www.firstmajestic.com or call our toll free number 1.866.529.2807.

FIRST MAJESTIC SILVER CORP.

“signed”

Keith Neumeyer, President & CEO

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