Trading Symbol: TSX: SVM
NYSE
AMERICAN: SVM
VANCOUVER, BC, Nov. 23,
2023 /PRNewswire/ - Silvercorp Metals
Inc. ("Silvercorp" or the "Company") (TSX: SVM)
(NYSE American: SVM) announces that it has entered into an
amendment (the "Amending Deed") to the binding scheme
implementation deed dated August 5,
2023 (the "Agreement") entered into previously with OreCorp
Limited (ASX: ORR) ("OreCorp"), whereby Silvercorp agreed to
acquire all fully-paid ordinary shares of OreCorp (the
"Transaction") not held by Silvercorp or its associates (the
"OreCorp Shares"), pursuant to an Australian scheme of arrangement
(the "Scheme").
As a result of the Amending Deed, each OreCorp shareholder
will now receive, for each OreCorp Share held, an increase in
the cash consideration from A$0.15 to
A$0.19, (reflecting a 26.7% increase
in the cash component), and 0.0967 of a Silvercorp common share (no
change), or if elected by OreCorp shareholders and subject to
quotation of Silvercorp shares as CDIs on the ASX, 0.0967 of a new
Silvercorp CDI.
As of the date of this announcement, Silvercorp holds
72,312,344 OreCorp Shares, representing 15.40% of the fully paid
ordinary shares of OreCorp.
Board Approvals and
Recommendations
The OreCorp Board has unanimously approved the Scheme, as
revised ("Revised Scheme"), and recommends that all OreCorp
shareholders vote in favour of the Revised Scheme at the meeting of
the shareholders of OreCorp (the "Scheme Meeting"), currently set
for December 8, 2023, in the absence
of a Superior Proposal and subject to the Independent Expert
concluding (and continuing to conclude) that the Revised Scheme is
in the best interests of OreCorp shareholders (the
"Qualifications"). Subject to the Qualifications, each OreCorp
Director intends to vote, or cause to be voted, all OreCorp shares
held or controlled by them at the time of the Scheme Meeting
(representing 3.94% of OreCorp's issued shares as at the date of
this announcement) in favour of the Revised Scheme. The Revised
Scheme has also been unanimously approved by the Board of Directors
of Silvercorp.
Key Shareholder
Support
In OreCorp's announcement to the ASX dated November 23 2023 in relation to the Revised
Scheme, OreCorp stated that Mr. Timothy
Goyder, who together with his associates holds 24,125,756
OreCorp shares (representing approximately 5.14% of OreCorp's
issued shares as at the date of that announcement), has signed a
voting intention statement to OreCorp indicating that he intends to
vote, or cause to be voted, all of those OreCorp shares, to the
extent that he continues to hold, or to control the voting of,
those OreCorp shares at the time of the Scheme Meeting, in favour
of the Scheme, in the absence of a superior proposal and subject to
the Independent Expert concluding (and continuing to
conclude) that the Revised Scheme is in the best interests of
OreCorp
shareholders.1
OreCorp's announcement also noted that Mr. Goyder's
support for the Revised Scheme is in addition to the existing
voting intention statement provided by Rollason Pty Ltd which
controls 49,136,589 OreCorp Shares (representing approximately
10.47% of OreCorp's issued shares as at the date of the OreCorp
announcement).
______________________________
|
1 The
OreCorp announcement noted that Mr Goyder's voting intention
statement is subject to the terms of the Scheme being amended
consistent with the terms of the announcement released by OreCorp
on November 23, 2023 and the Scheme Meeting being held on or before
December 22, 2023, and based solely on the information provided by
OreCorp in relation to the Amending Deed and the Scheme as at the
date of the voting intention statement.
|
Transaction Conditions and
Timing
All other terms of the Agreement remain unchanged except
as noted above. As reported in Silvercorp's news release of
November 16, 2023, Silvercorp has
received the sole Tanzanian regulatory approval required to
complete the Transaction. The only remaining conditions to the
Transaction are OreCorp shareholders approving the Revised Scheme
at the Scheme Meeting, final approval of the Federal Court of
Australia, and acceptance from the
TSX and NYSE American in respect of the issuance and listing of new
Silvercorp common shares issuable pursuant to the Revised
Scheme.
About
Silvercorp
Silvercorp is a Canadian mining company producing silver,
gold, lead, and zinc with a long history of profitability and
growth potential. The Company's strategy is to create shareholder
value by 1) focusing on generating free cashflow from long life
mines; 2) organic growth through extensive drilling for discovery;
3) ongoing merger and acquisition efforts to unlock value; and 4)
long term commitment to responsible mining and ESG. For more
information, please visit our website at
www.silvercorp.ca.
For further information
Silvercorp Metals
Inc.
Lon Shaver
President
Phone: (604) 669-9397
Toll Free 1(888) 224-1881
Email: investor@silvercorp.ca
Website: www.silvercorp.ca
ALTERNATIVE
PERFORMANCE (NON-IFRS) MEASURES
This news release should be read in conjunction with the
Company's Management Discussion & Analysis ("MD&A"), the
unaudited condensed interim consolidated financial statements and
related notes contains therein for the three and six months ended
September 30, 2023, which have been
posted on SEDAR+ under the Company's profile at
www.sedarplus.ca and on EDGAR at
www.sec.gov, and are also available on the Company's website
at www.silvercorp.ca under the
Investor section. This news release refers to various alternative
performance (non-IFRS) measures, such as adjusted earnings and
adjusted earnings per share, cash costs and all-in sustaining costs
per ounce of silver, net of by-product credits, production costs
and all-in sustaining production costs per tonne of ore processed,
silver equivalent, and working capital. These measures are widely
used in the mining industry as a benchmark for performance, but do
not have standardized meanings under IFRS as an indicator of
performance and may differ from methods used by other companies
with similar description. The detailed description and
reconciliation of these alternative performance (non-IFRS) measures
have been incorporated by reference and can be found on page 31,
section 11 – Alternative Performance (Non-IFRS) Measures in the
MD&A for the three and six months ended September 30, 2023 filled on SEDAR+ at
www.sedarplus.ca and EDGAR at
www.sec.gov and which is incorporated by
reference here in.
CAUTIONARY DISCLAIMER -
FORWARD-LOOKING STATEMENTS
Certain of the statements and information in this news
release constitute "forward-looking statements" within the meaning
of the United States Private Securities Litigation Reform Act of
1995 and "forward-looking information" within the meaning of
applicable Canadian and US securities laws (collectively,
"forward-looking statements"). Any statements or information that
express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "expects", "is expected", "anticipates",
"believes", "plans", "projects", "estimates", "assumes", "intends",
"strategies", "targets", "goals", "forecasts", "objectives",
"budgets", "schedules", "potential" or variations thereof or
stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved, or the
negative of any of these terms and similar expressions) are not
statements of historical fact and may be forward-looking
statements. Forward-looking statements relate to, among other
things: the price of silver and other metals; the accuracy of
mineral resource and mineral reserve estimates at the Company's
material properties; the sufficiency of the Company's capital to
finance the Company's operations; and advance the development of
the Nyanzaga Gold Project; the scheduling of the Scheme Meeting of
OreCorp shareholders; estimates of the Company's revenues and
capital expenditures; estimated production from the Company's mines
in the Ying Mining District and the GC Mine; timing of receipt of
permits and regulatory approvals; government relations;
availability of funds from production to finance the Company's
operations; and access to and availability of funding for future
construction, the progress of the tender process for constructing
resettlement housing; use of proceeds from any financing and
development of the Company's properties.
Actual results may vary from forward-looking statements.
Forward-looking statements are subject to a variety of known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ from those reflected in the
forward-looking statements, including, without limitation, risks
relating to: global economic and social impact of COVID-19;
fluctuating commodity prices; calculation of resources, reserves
and mineralization and precious and base metal recovery;
interpretations and assumptions of mineral resource and mineral
reserve estimates; exploration and development programs;
feasibility and engineering reports; permits and licences; title to
properties; property interests; joint venture partners; acquisition
of commercially mineable mineral rights; financing; recent market
events and conditions; economic factors affecting the Company;
timing, estimated amount, capital and operating expenditures and
economic returns of future production; integration of future
acquisitions into the Company's existing operations; competition;
operations and political conditions; regulatory environment in
China and Canada; environmental risks; foreign exchange
rate fluctuations; insurance; risks and hazards of mining
operations; key personnel; conflicts of interest; dependence on
management; internal control over financial reporting; and bringing
actions and enforcing judgments under U.S. securities
laws.
This list is not exhaustive of the factors that may affect
any of the Company's forward-looking statements. Forward-looking
statements are statements about the future and are inherently
uncertain, and actual achievements of the Company or other future
events or conditions may differ materially from those reflected in
the forward-looking statements due to a variety of risks,
uncertainties and other factors, including, without limitation,
those referred to in the Company's Annual Information Form under
the heading "Risk Factors" and in the Company's Annual Report on
Form 40-F, and in the Company's other filings with Canadian and
U.S. securities regulators. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be as anticipated, estimated, described or
intended. Accordingly, readers should not place undue
reliance on forward-looking statements.
The Company's forward-looking statements are based on the
assumptions, beliefs, expectations and opinions of management as of
the date of this news release, and other than as required by
applicable securities laws, the Company does not assume any
obligation to update forward-looking statements if circumstances or
management's assumptions, beliefs, expectations or opinions should
change, or changes in any other events affecting such statements.
Assumptions may prove to be incorrect and actual results may differ
materially from those anticipated. Consequently, guidance cannot be
guaranteed. For the reasons set forth above, investors should not
place undue reliance on forward-looking statements.
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SOURCE Silvercorp Metals Inc