Silvercorp Announces Pricing of US$130 Million Convertible Senior Notes Offering
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NEWS RELEASE
Trading Symbol: TSX: SVM
NYSE AMERICAN: SVM
SILVERCORP ANNOUNCES PRICING OF US$130 MILLION CONVERTIBLE SENIOR NOTES OFFERING
VANCOUVER, British Columbia – November 21, 2024 – Silvercorp Metals Inc. (“Silvercorp” or the
“Company”) (TSX/NYSE American: SVM) today announced that it has priced its previously announced
private placement offering of US$130,000,000 aggregate principal amount of 4.75% convertible senior
notes due 2029 (the "Notes" and the "Offering"). The Company also granted the initial purchasers of
the Notes an option to purchase up to an additional US$20,000,000 aggregate principal amount of
Notes, exercisable in whole or in part at any time until 20 days after the closing of the Offering.
The Notes will be senior unsecured obligations of the Company. The Notes will accrue interest payable
semi-annually in arrears at a rate of 4.75% per annum and will mature on December 15, 2029, unless
earlier repurchased, redeemed or converted. The initial conversion rate of the Notes is 216.0761
common shares of the Company ("Common Shares") per $1,000 principal amount of Notes, or an initial
conversion price of approximately US$4.63 (equivalent to approximately C$6.48) per Common Share.
The initial conversion price of the Notes represents a premium of approximately 30% over the last
reported sale price of the Company's Common Shares on November 20, 2024, which was US$3.56 per
share as reported on the NYSE American LLC.
The Notes will be convertible at the option of holders, prior to the close of business on the business
day immediately preceding September 15, 2029, only under certain circumstances and during certain
periods, and thereafter, at any time until the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, th e Notes may be settled, at the
Company's election, in cash, Common Shares or a combination thereof. The Notes will not be
redeemable at the Company's option prior to December 20, 2027, except upon the occurrence of
certain tax law changes. On or after December 20, 2027 and on or prior to the 51st scheduled trading
day immediately preceding the maturity date, the Notes will be redeemable at the Company's option
if the last reported sale price of the Company's Common Shares has been at least 130% of the
conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of such period) ending on, and including,
the trading day immediately preceding the date on which the Company provides notice of redemption
at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
The Offering is expected to close on or about November 25, 2024, subject to customary closing
conditions.
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The Company estimates that the net proceeds from the sale of the Notes, after deducting initial
purchaser discounts but before deducting the other estimated expenses of the offering, will be
approximately US$124.2 million (or approximately US$143.5 million if the initial purchasers exercise
their option to purchase additional Notes in full). The Company intends to use the net proceeds from
the Offering (including any net proceeds from the sale of any additional Notes that may be sold should
the initial purchasers exercise their option to purchase additional Notes) for the construction of
copper-gold mining projects outside of China, for the exploration and development of other projects
and for working capital.
The Notes are being offered on a private placement basis and are not being offered by way of a
prospectus in Canada. The Notes and the distribution of Common Shares issuable upon conversion of
the Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and the rules promulgated thereunder and applicable state securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or
any other securities and shall not constitute an offer, solicitation or sale in the United States or in any
other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
and qualification under the securities laws of such state or jurisdiction. The Offering may be made only
by means of an offering memorandum.
About Silvercorp
Silvercorp Metals Inc. is a Canadian mining company producing silver, gold, lead and zinc from the Ying
Mining District and the GC Mine in China. Silvercorp’s additional assets include the development-stage
Curipamba copper-gold project, containing the El Domo deposit, and the exploration-stage Condor
project in Ecuador.
For further information
Silvercorp Metals Inc.
Lon Shaver
President
Phone: (604) 669-9397
Toll Free: 1 (888) 224-1881
Email: [email protected]
Cautionary statement on forward-looking information
Certain statements in this release constitute "forward -looking statements" or "forward-looking
information" within the meaning of applicable securities laws. Such statements and information
involve known and unknown risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company, its projects, or industry results, to be materially
different from any future results, performance or achievements expressed or implied by such forward-
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looking statements or information. Such statements can be identified by the use of words such as
"may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate",
"scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements
reflect the Company's current expectations regarding future events, performance and results and
speak only as of the date of this release. Such statements include without limitation, the completion
of the Offering and the expected use of proceeds therefrom.
Forward-looking statements and information involve significant risks and uncertainties, should not be
read as guarantees of future performance or results and will not necessarily be accurate indicators of
whether or not such results will be achieved. A number of factors could cause actual results to differ
materially from the results discussed in the forward- looking statements or information, including, but
not limited to, risks related to the Company's ability to consummate the Offering; the fact that the
Company's management will have broad discretion in the use of the proceeds from the Offering;
fluctuating commodity prices; recent market events and condition; estimation of mineral resources,
mineral reserves and mineralization and metal recovery; interpretations and assumptions of mineral
resource and mineral reserve estimates; exploration and development programs; climate change;
economic factors affecting the Company; timing, estimated amount, capital and operating
expenditures and economic returns of future production; integration of future acquisitions into
existing operations; permits and licences for mining and exploration in China; title to properties; non-
controlling interest shareholders; acquisition of commercially mineable mineral rights; finan cing;
competition; operations and political conditions; regulatory environment in China; regulatory
environment and political climate in Bolivia and Ecuador; integration and operations of Adventus;
environmental risks; natural disasters; dependence on mana gement and key personnel; foreign
exchange rate fluctuations; insurance; risks and hazards of mining operations; conflicts of interest;
internal control over financial reporting as per the requirements of the Sarbanes-Oxley Act; outcome
of current or future litigation or regulatory actions; bringing actions and enforcing judgments under
U.S. securities laws; cyber-security risks; public health crises; the Company’s investment in New Pacific
Metals Corp. and Tincorp Metals Inc.; and the other risk factors described in the Company’s Annual
Information Form and other filings with Canadian and U.S. regulators on www.sedarplus.ca and
www.sec.gov.
Although the forward-looking statements contained in this release are based upon what management
of the Company believes are reasonable assumptions, there can be no assurance that actual results
will be consistent with these forward- looking statements. These forward-looking statements are
made as of the date of this release and are expressly qualified in the ir entirety by this cautionary
statement. Subject to applicable securities laws, the Company does not assume any obligation to
update or revise the forward-looking statements contained herein to reflect events or circumstances
occurring after the date of this release.