希尔威金属矿业有限公司 希尔威金属矿业有限公司 希尔威金属矿业有限公司 希尔威金属矿业有限公司
Silvercorp Metals Inc.
希尔威金属矿业有限公司 希尔威金属矿业有限公司 希尔威金属矿业有限公司 希尔威金属矿业有限公司
Suite 1750 – 1066 West Hastings St.
Vancouver, BC, Canada V6E 3X1
Tel: 604-669-9397
Fax: 604-669-9387
NEWS RELEASE
Trading Symbol: TSX: SVM
NYSE AMERICAN: SVM
SILVERCORP ANNOUNCES CHANGES TO
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE AND THE OMNIBUS PLAN
VANCOUVER, British Columbia – September 16, 2019 – Silvercorp Metals Inc. (“Silvercorp” or the
“Company”) (TSX/NYSE American: SVM) today announces certain changes to the Corporate Governance
and Nominating Committee and the Company’s amended and restated share based compensation plan
(the “Omnibus Plan”) made to be consistent with evolving corporate governance best practices in Canada.
Change in Membership of Corporate Governance and Nominating Committee
Dr. Rui Feng has resigned from the Corporate Govern ance and Nominating Committee effective
immediately. David Kong, an independent director, has been appointed as a member of the Committee.
Changes in the Omnibus Plan
The Omnibus Plan has been revised and amended as follows:
• The Omnibus Plan does not currently contain a policy to recover from recipients awards post-grant if
errors, negligence, or fraud occur thereafter. The Board of Directors of the Company has adopted
Policy on Recoupment of Incentive Compensation (the “Clawback Policy”). All awards under the
Omnibus Plan are subject to the Clawback Policy, th e full text of which is available for review by
shareholders on the Company’s website at www.silvercorp.ca .
• The Omnibus Plan, a 10% rolling plan, does not currently contain a limit for the issuance of restricted
shared units (“RSUs”) and performance share units ( “PSUs”). A sub-limit has been introduced. No
more than 3% of the issued outstanding shares on a rolling basis may be issued in the form of RSUs
and PSUs;
• The Omnibus Plan has been revised to limit the numb er of shares issuable to any one non-executive
director within a one-year period to an award value no greater than $150,000 per such non-
executive director, of which no more than $100,000 may be comprised of options. The 60,000 RSUs
granted on August 12, 2019 to each of the non-execu tive directors, namely Paul Simpson, David
Kong, Marina Katusa, and Yikang Liu, are over this limit. Accordingly, they have been amended to
30,000 RSUs each; and
• Subsection 10.01 of the Omnibus Plan has been amended to add the underlined section as follows:
Effect of a Change of Control. Despite any other p rovision of the Plan, in the event of a Change
of Control, all unvested Awards then outstanding wi ll, as applicable, be substituted by or
replaced with awards of the surviving corporation ( or any affiliate thereof) or the potential
successor (or any affiliate thereto) (the “continui ng entity”) on the same terms and conditions as
the original Awards, subject to appropriate adjustm ents that do not diminish the value of the
original Awards. If, upon a Change of Control, the continuing entity fails to comply with this
Section 10.01, the vesting of all then outstanding Awards (and, if applicable, the time during
which such Awards may be exercised) will be acceler ated in full, and any performance vesting
conditions will be assessed by the board, acting in good faith, on a pro-rata basis.
About Silvercorp
Silvercorp is a profitable Canadian mining company producing silver, lead and zinc metals in concentra tes
from mines in China. The Company’s goal is to conti nuously create healthy returns to shareholders
through efficient management, organic growth and th e acquisition of profitable projects. Silvercorp
balances profitability, social and environmental re lationships, employees’ wellbeing, and sustainable
development. For more information, please visit our website at www.silvercorp.ca .
For further information
Silvercorp Metals Inc.
Lon Shaver
Vice President
Phone: (604) 669-9397
Toll Free 1(888) 224-1881
Email: [email protected]
Website: www.silvercorp.ca
The amended Omnibus Plan will be posted under the C ompany’s profile on SEDAR at www.sedar.com .
Shareholders who have questions or require assistan ce with voting may contact the Company’s Proxy
Solicitation Agent:
Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211 (Collect outside North America)
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking informa tion" within the meaning of the applicable Canadian securities
legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release.
Any statement that involves predictions, expectatio ns, interpretations, beliefs, plans, projections, o bjectives,
assumptions, future events or performance (often, b ut not always, using phrases such as "expects", or "does not
expect", "is expected", "interpreted", "management' s view", "anticipates" or "does not anticipate", "p lans", "budget",
"scheduled", "forecasts", "estimates", "believes" o r "intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-lo oking information and are intended to identify forw ard-looking
information. Although the forward-looking informati on contained in this news release is based upon wha t
management believes, or believed at the time, to be reasonable assumptions, Silvercorp cannot assure s hareholders
and prospective purchasers of securities of the Com pany that actual results will be consistent with su ch forward-
looking information, as there may be other factors that cause results not to be as anticipated, estima ted or intended,
and neither Silvercorp nor any other person assumes responsibility for the accuracy and completeness o f any such
forward-looking information. Silvercorp does not un dertake, and assumes no obligation, to update or re vise any such
forward-looking statements or forward-looking infor mation contained herein to reflect new events or ci rcumstances,
except as may be required by law.