Silvercorp To Acquire Orecorp, Creating A Diversified, High Growth Precious Metals Company

7 August 2023

Silvercorp Metals Inc. and OreCorp Limited are excited to declare the execution of a conclusive scheme implementation agreement (referred to as the "Agreement"). Under this arrangement, Silvercorp will secure all fully-paid ordinary shares of OreCorp, with the exception of those currently held by Silvercorp or its affiliates (designated as the "OreCorp Shares"). This transaction is in alignment with an Australian scheme of arrangement as stipulated by Part 5.1 of the Corporations Act 2001 (Cth), known as the "Scheme," subject to the fulfillment of specific conditions.

Transaction Highlights

OreCorp shareholders to receive A$0.15 in cash and 0.0967 of a Silvercorp common share (valued at A$0.45) for each OreCorp Share held, representing total consideration with an implied value of A$0.60 per OreCorp Share.

OreCorp's Board unanimously recommends OreCorp shareholders vote in favour of the Scheme, subject to no Superior Proposal2 emerging for OreCorp and an independent expert concluding, and continuing to conclude, that the Scheme is in the best interests of OreCorp shareholders.

Silvercorp to provide OreCorp with approximately A$28 million in funding via an equity placement (more fully described below) to immediately advance development of its Nyanzaga Gold Project in Tanzania ("Nyanzaga"), including progressing resettlement activities and early project works.

The Agreement aims to:
Create a diversified, highly profitable precious metals company with a pro forma market cap of US$630 million, a robust growth pipeline and exposure to a highly prospective emerging mining jurisdiction;

Provide a re-rating opportunity on the successful development of Nyanzaga, which is expected to commence commercial gold production in H2 2025; and
Enable OreCorp and Silvercorp shareholders to participate in a larger company with greater access to capital, higher liquidity, increased scale and enhanced capital markets relevance.

Silvercorp has the balance sheet strength to fund construction and aggressive exploration of Nyanzaga, as well as pursue regional M&A opportunities.

Silvercorp's best-in-class technical team has the track record and expertise to build Nyanzaga and pursue opportunities for optimization.

Consideration mix preserves Silvercorp's strong balance sheet, allowing funds to be deployed for development of Nyanzaga, managing risk and optimizing future opportunities.

Existing OreCorp shareholders will own 17.8% of Silvercorp's common shares outstanding on a fully-diluted in-the-money basis following implementation of the Scheme.

The Scheme is subject to various customary closing conditions, including OreCorp shareholder approval and Court approval.

Silvercorp has agreed to use reasonable endeavours to apply for admission of Silvercorp to the official list of the Australian Securities Exchange (the "ASX").

Proposed development of Nyanzaga by Silvercorp supported by Tanzania Government Authorities.