Silvercorp Metals and Guyana Goldfields Enter into Amending Agreement
NEWS RELEASE
Trading Symbols: TSX/NYSE AMERICAN: SVM
TSX: GUY
SILVERCORP METALS AND GUYANA GOLDFIELDS
ENTER INTO AMENDING AGREEMENT
VANCOUVER, British Columbia and Toronto, Ontario – May 17, 2020 – Silvercorp Metals Inc.
(“Silvercorp”) (TSX/NYSE American: SVM) and Guyana Goldfields Inc. (TSX: GUY) (“Guyana Goldfields”)
are pleased to announce that they have entered into an amending agreement (the “Amending
Agreement”) to the arrangement agreement (the “Arra ngement Agreement”) entered into previously
and announced on April 27, 2020, pursuant to which Silvercorp agreed to acquire all of the issued and
outstanding shares of Guyana Goldfields by way of a court approved plan of arrangement under the
Canada Business Corporations Act (the “Transaction”).
Pursuant to the terms of the Amending Agreement, each holder of Guyana Goldfields shares will receive,
for each Guyana Goldfields share held, C$0.25 in ca sh and 0.1849 of a Silvercorp common share, for
total consideration of C$1.30 per share (based on t he volume weighted average price for Silvercorp
common shares for the 5 trading days ended May 14, 2020).
The terms of the Amending Agreement were agreed fol lowing receipt by Guyana Goldfields of an
unsolicited all-cash proposal from a third party to acquire Guyana Goldfields.
As of the date of this news release, Silvercorp hol ds 16,549,000 Guyana Goldfields shares, representing
9.48% of the issued and outstanding common shares.
After accounting for Silvercorp’s existing shares, the cash consideration of C$0.25 implies a total ca sh
component of C$39.5 million, and the share consideration of C$1.05 implies a total share component of
29.2 million shares. Based on these metrics, this would translate into existing Guyana Goldfields
shareholders owning 14.4% of Silvercorp’s pro forma basic shares outstanding following the Transaction.
Board of Directors’ Recommendations
The Amending Agreement has been unanimously approve d by the Board of Directors of Guyana
Goldfields who recommend that Guyana Goldfields sha reholders vote in favour of the Transaction. The
Amending Agreement has also been unanimously approved by the Board of Directors of Silvercorp.
Transaction Conditions and Timing
Full details of the Transaction will be included in the management information circular of Guyana
Goldfields that is expected to be mailed to Guyana Goldfields’ shareholders in early June 2020. The
Transaction will be subject to the approval of 66⅔% of votes cast by shareholders of Guyana Goldfields
at an annual and special meeting of Guyana Goldfields shareholders scheduled for June 29, 2020 .
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Commensurate with the increase in consideration, va luing Guyana Goldfields at approximately C$227
million, the Amending Agreement provides for an increase in the termination fee to C$9.0 million, which
is to be paid by Guyana Goldfields to Silvercorp if the Arrangement Agreement is terminated in certain
specified circumstances . Other than as described herein, the terms of the Transaction remain
unamended, including the terms of the interim loan facility.
None of the securities to be issued pursuant to the Transaction have been or will be registered under
the United States Securities Act of 1933 , as amended (the “U.S. Securities Act”), or any st ate securities
laws, and any securities issuable in the Transactio n are anticipated to be issued in reliance upon
available exemptions from such registration require ments pursuant to Section 3(a)(10) of the U.S.
Securities Act and applicable exemptions under stat e securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy any securities.
Shareholders who have questions regarding the Transaction should contact Guyana Goldfields’ strategic
shareholder advisor and proxy solicitation agent Ki ngsdale Advisors at 1-800-775-1986, or collect call
outside North America at 416-867-2272, or by e-mail at [email protected].
About Silvercorp
Silvercorp is a profitable Canadian mining company producing silver, lead and zinc metals in
concentrates from mines in China. The Company’s goa l is to continuously create healthy returns to
shareholders through efficient management, organic growth and the acquisition of profitable projects.
Silvercorp balances profitability, social and envir onmental relationships, employees’ wellbeing, and
sustainable development.
About Guyana Goldfields
Guyana Goldfields Inc. is a Canadian based gold pro ducer primarily focused on the exploration,
development and operation of gold deposits in Guyana, South America.
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
Guyana Goldfields Inc.
Annie Sismanian
Vice President, Corporate Finance & Investor Relations
Phone: (416) 933-5495
Email: [email protected]
Website: www.guygold.com
CAUTIONARY DISCLAIMER - FORWARD LOOKING STATEMENTS
Certain of the statements and information in this p ress release constitute “forward-looking statements ” within the meaning of
the United States Private Securities Litigation Ref orm Act of 1995 and “forward-looking information” w ithin the meaning of
applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projecti ons, objectives, assumptions or future events or pe rformance (often, but not
always, using words or phrases such as “expects”, “ is expected”, “anticipates”, “believes”, “plans”, “ projects”, “estimates”,
“assumes”, “intends”, “strategies”, “targets”, “goa ls”, “forecasts”, “objectives”, “budgets”, “schedul es”, “potential” or
variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
be achieved, or the negative of any of these terms and similar expressions) are not statements of hist orical fact and may be
forward-looking statements or information. Forward-looking statements or information relate to, among other things: the price
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of silver and other metals; the accuracy of mineral resource and mineral reserve estimates at the Comp any’s material
properties; the sufficiency of the Company’s capita l to finance the Company’s operations; estimates of the Company’s revenues
and capital expenditures; estimated production from the Company’s mines in the Ying Mining District; ti ming of receipt of
permits and regulatory approvals; availability of funds from production to finance the Company’s operations; and access to and
availability of funding for future construction, use of proceeds from any financing and development of the Company’s properties.
Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors
that could cause actual events or results to differ from those reflected in the forward-looking statem ents or information,
including, without limitation, risks relating to: g lobal economic and social impacts of COVID-19; fluc tuating commodity prices;
calculation of resources, reserves and mineralization and precious and base metal recovery; interpreta tions and assumptions of
mineral resource and mineral reserve estimates; exp loration and development programs; feasibility and engineering reports;
permits and licenses; title to properties; property interests; joint venture partners; acquisition of commercially mineable mineral
rights; financing; recent market events and conditi ons; economic factors affecting the Company; timing , estimated amount,
capital and operating expenditures and economic ret urns of future production; integration of future ac quisitions into the
Company’s existing operations; competition; operati ons and political conditions; regulatory environmen t in China and Canada;
environmental risks; foreign exchange rate fluctuat ions; insurance; risks and hazards of mining operat ions; key personnel;
conflicts of interest; dependence on management; in ternal control over financial reporting as per the requirements of the
Sarbanes-Oxley Act; and bringing actions and enforcing judgments under U.S. securities laws.
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statem ents or information.
Forward-looking statements or information are state ments about the future and are inherently uncertain , and actual
achievements of the Company or other future events or conditions may differ materially from those refl ected in the forward-
looking statements or information due to a variety of risks, uncertainties and other factors, includin g, without limitation, those
referred to in the Company’s Annual Information For m for the year ended March 31, 2019 under the headin g “Risk Factors”.
Although the Company has attempted to identify impo rtant factors that could cause actual results to di ffer materially, there
may be other factors that cause results not to be a s anticipated, estimated, described or intended. A ccordingly, readers should
not place undue reliance on forward-looking statements or information.
The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of
management as of the date of this press release, and other than as required by applicable securities laws, the Company does not
assume any obligation to update forward-looking sta tements and information if circumstances or managem ent’s assumptions,
beliefs, expectations or opinions should change, or changes in any other events affecting such stateme nts or information. For
the reasons set forth above, investors should not place undue reliance on forward-looking statements and information.