Silvercorp Receives TSX Conditional Approval in Connection with OreCorp Offer

25 January 2024

Silvercorp Metals announced that it has received conditional approval from the Toronto Stock Exchange (the "TSX") for the listing of the Silvercorp shares to be issued in connection with Silvercorp's off-market takeover offer (the "Silvercorp Offer") for all of the shares of OreCorp Limited ("OreCorp") not already owned by Silvercorp for consideration comprising 0.0967 common shares of Silvercorp and A$0.19 cash per OreCorp share (the "Transaction"), as described in the Company's news release of December 26, 2023.

Final TSX approval is subject to the Company meeting certain customary conditions required by the TSX.

The Company further notes that it has submitted all requested documents to the NYSE American ("NYSE-A") and conditional approval from the NYSE-A is expected shortly. Once the conditional approval from the NYSE-A is granted, Silvercorp will issue a notice in accordance with the Australian Corporations Act that a condition to the Silvercorp Offer has been satisfied.

As previously disclosed, the Company anticipates receiving a merger-approval decision in relation to the Silvercorp Offer from the Tanzanian Fair Competition Commission ("FCC") by mid-February. Silvercorp will provide further updates on the Transaction as appropriate.

Silvercorp notes that the OreCorp Board has provided a unanimous recommendation in favour of the Silvercorp Offer, in the absence of a superior proposal and subject to the independent expert's report concluding, and continuing to conclude that the Silvercorp Offer is reasonable to OreCorp shareholders.

Silvercorp acknowledges the announcement made by Perseus Mining Limited ("Perseus") on January 22, 2024 that Perseus intends to make a competing off-market takeover offer for all OreCorp shares ("Perseus Offer"). As announced by OreCorp on January 22, 2024, the OreCorp Board determined that the Perseus Offer was not considered to be a superior proposal for the purposes of the Bid Implementation Deed between OreCorp and the Company.

Silvercorp highlights that, as disclosed in its offer document, as at September 30, 2023, the Company had cash and cash equivalents and short-term investments of US$189.1 million and an equity investment portfolio in associates and other companies with a total market value of US$124.0 million. Silvercorp's strong balance sheet, together with its track record of cash generation from its existing asset base, positions it favourably with respect to the development and commissioning of the Nyanzaga project. The Silvercorp Offer provides OreCorp shareholders with the opportunity to be exposed to enhanced trading liquidity, re-rating potential and participation in further upside from the Nyanzaga project and Silvercorp's existing portfolio.