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Silvercorp Metals Announces Non-Binding Term Sheet for Proposed Acquisition of Celsius Resources
VANCOUVER, BC, May 15, 2023 /CNW/ - Silvercorp Metals Inc. ("Silvercorp" or the "Company") (TSX: SVM) (NYSE American: SVM) is pleased to announce that it has si
About this update from Silvercorp Metals Inc.
[{"type":"text","content":" VANCOUVER, BC, May 15, 2023 /CNW/ - Silvercorp Metals Inc. (\"Silvercorp\" or the \"Company\") (TSX: SVM) (NYSE American: SVM) is pleased to announce that it has signed a non-binding term sheet (the \"Term Sheet\") with Celsius Resources Limited (\"Celsius\") (ASX/AIM: CLA) regarding a proposed transaction (the \"Proposed Transaction\") pursuant to which Silvercorp will acquire all of the issued and outstanding shares of Celsius. The addition of Celsius' advanced-stage Maalinao-Caigutan-Biyog copper-gold project (\"MCB Project\") in the Philippines to Silvercorp's profitable underground silver mining operations will move Silvercorp into being a diversified precious-base metals producer. The major terms of the Proposed Transaction are: Silvercorp has offered to acquire all of the outstanding shares of Celsius from the shareholders of Celsius, at a fixed price of AUD$0.030 per share, in exchange for consideration comprising 90% Silvercorp shares + 10% in cash. Silvercorp's share price will be determined based on the volume weighted average trading price on the NYSE for the 20 business days ending on the scheme record date. The consideration of AUD$0.030 per share represents a 76% premium to the 20-day volume weighted average price of Celsius as of the close of trading on the Australian Securities Exchange (ASX) on May 11, 2023. The total consideration is approximately AUD$56 million. Using Silvercorp's current share price, the proposed transaction will result in Silvercorp issuing approximately 9.7 million shares and paying AUD$5.6 million to the shareholders of Celsius. Celsius and Silvercorp have also executed a private placement subscription agreement at AUD$0.015 per Celsius share for a total of AUD$5 million. This will provide interim funding for further development of Celsius' MCB Project. On closing of the private placement, Silvercorp will own approximately 15% of the outstanding shares of Celsius. In addition to the consideration, Celsius shareholders will receive shares in a new exploration company (\"Spinco\") which will hold all of Celsius' rights and interests with respect to the Sagay (Philippines) and Opuwo (Namibia) projects. The Spinco shares will be distributed on a 10 Celsius shares for 1 Spinco share basis. Spinco will seek a listing on the ASX or Lon...