Silvercorp and OreCorp Enter into Amending Agreement

时间:2023-11-23

Trading Symbol:        TSX: SVM
NYSE AMERICAN: SVM

 

  • Additional cornerstone shareholder of OreCorp agrees to support the transaction.
  • Shareholders representing 18.45% of the OreCorp shares not owned by Silvercorp have now signed voting intention statements indicating they will vote in favour of the transaction.

VANCOUVER, British Columbia – November 23, 2023 – Silvercorp Metals Inc. (“Silvercorp” or the “Company”) (TSX/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 issued and outstanding common shares.
 
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
 
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 this announcement), has signed a voting intention statement indicating that, subject to the Qualifications, he intends to vote, or cause to be voted, all of those OreCorp shares he controls at the time of the Scheme Meeting, in favour of the Revised Scheme.
 
Mr. Goyder’s support for the Revised Scheme is in addition to the existing voting intention statement provided by Rollason which controls 49,136,589 OreCorp shares (representing approximately 10.47% of OreCorp’s issued shares as at the date of this announcement).
 
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.
 
Shareholders who have questions regarding the Transaction should contact OreCorp’s strategic shareholder advisor and proxy solicitation agent Morrow Sodali at +61-457-560-179, or by e-mail at info@morrowsodali.com.