TORONTO, May 1, 2024
/CNW/ - Adventus Mining Corporation ("Adventus" or
the "Company") (TSXV: ADZN) and Silvercorp Metals
Inc. ("Silvercorp") (TSX/NYSE American: SVM) are
pleased to announce that Adventus has closed its previously
announced private placement of 67,441,217 common shares of Adventus
(the "Common Shares") at an issue price of C$0.38 per Common Share to Silvercorp for
aggregate gross proceeds to Adventus of C$25,627,662 (the "Placement"). As previously
announced on April 26, 2024, the
Placement was completed in conjunction with the proposed
acquisition by Silvercorp of all of the issued and outstanding
Common Shares of Adventus by way of a plan of arrangement (the
"Transaction") pursuant to an arrangement agreement between
Adventus and Silvercorp (the "Arrangement Agreement").
With the completion of the Placement, Silvercorp now holds
approximately 15% of the total issued and outstanding Common
Shares. Adventus expects to use the proceeds from the Placement to
(i) repay the amounts outstanding under a credit facility with
Trafigura Pte Ltd. in the amount of approximately C$9.9 million, which includes penalties payable
for the early repayment under the facility, (ii) fund the
settlement of the outstanding amounts payable pursuant to a
convertible loan agreement between Adventus and Altius Resources
Inc. in the amount of approximately C$9.6
million, (iii) fund normal course activities at the El Domo
project in the amount of approximately C$2.7
million, and (iv) fund general working capital expenses in
the amount of C$3.4 million, which
expenses are expected to include funding of early development
expenditures to advance construction of the El Domo project and
fund general and administrative expenses between announcement and
closing of the Transaction.
The Common Shares issued to Silvercorp pursuant to the Placement
are subject to a statutory four-month hold period under applicable
Canadian securities laws ending on September
2, 2024. The Placement is subject to the final acceptance of
the TSX Venture Exchange. Completion of the Placement and the
repayment of indebtedness does not provide a guarantee that the
Transaction will be completed.
For additional information on the Transaction, please refer to
the joint news release of Adventus and Silvercorp dated
April 26, 2024, a copy of which is
available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer
profile.
The securities referred to in this news release have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any securities laws of any state of the United States, and may not be offered or
sold in the United States absent
registration under the U.S. Securities Act and applicable
securities laws of any state of the
United States or compliance with the requirements of an
exemption therefrom. This news release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. "United States" is
as defined in Regulation S under the U.S. Securities Act.
Required Early Warning Report Disclosure
Immediately prior to the closing of the Placement, Silvercorp
did not have beneficial ownership of, or control or direction over,
any Common Shares. After giving effect to the Private Placement,
Silvercorp has beneficial ownership of, or control or direction
over, 67,441,217 Common Shares, representing approximately 15%
of the issued and outstanding Common Shares.
Silvercorp acquired such Common Shares in connection with the
Transaction, and for investment purposes. Pursuant to the
Arrangement Agreement, Silvercorp agreed to acquire all of the
issued and outstanding Common Shares that it does not already own
at the closing of the Transaction.
An early warning report in respect of the Placement will be
filed in accordance with applicable securities laws and will be
available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer
profile. To obtain a copy of the early warning report, once filed,
please contact Silvercorp at Suite 1750 – 1066 West Hastings
Street, Vancouver, British
Columbia, V6E 3X1, Attention: Investor Relations.
Adventus' head office address is Suite 550 – 220 Bay Street,
Toronto, Ontario, M5J
2W4.
About Adventus
Adventus Mining Corporation is an Ecuador-focused copper-gold exploration and
development company. Adventus is advancing the majority-owned
Curipamba copper-gold project, which has a completed feasibility
study on the shallow and high-grade El Domo deposit. With the
recent merger with Luminex Resources Corp., Adventus Mining owns
the Condor gold project and a large exploration project portfolio
that spans over 135,000 hectares – one of the largest holdings in
Ecuador. The company's strategic
shareholders include Ross Beaty's
Lumina Group, Altius Minerals Corporation, Wheaton Precious Metals
Corp., and significant Ecuadorian investors.
About Silvercorp
Silvercorp is a Canadian mining company producing silver, gold,
lead, and zinc with a long history of profitability and growth
potential. Silvercorp's strategy is to create shareholder value by
1) focusing on generating free cash flow from long life mines; 2)
organic growth through extensive drilling for discovery; 3) ongoing
merger and acquisition efforts to unlock value; and 4) long term
commitment to responsible mining and ESG.
Follow Adventus on
X/Twitter: https://twitter.com/AdventusMining and LinkedIn:
https://ca.linkedin.com/company/adventus-mining-corporation
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities laws and
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995,
respectively (collectively referred to herein as "forward-looking
information"). Forward-looking information may be identified by the
use of forward-looking terminology such as "plans", "targets",
"expects", "is expected", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "believes", or variations of such words and phrases
or terminology which states that certain actions, events or results
"may", "could", "would", "might", "will", "will be taken", "occur"
or "be achieved". Forward-looking information in this news release
includes: completion of the proposed Transaction and the expected
timing thereof; the expected use of proceeds of the Placement; the
timing and ability of the Company to satisfy the customary listing
conditions of, and receive final acceptance, in respect of the
Placement from the TSX Venture Exchange (if at all); the ability to
advance construction on the El Domo Project as contemplated (or at
all); and any other information herein that is not a historical
fact. In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances, including information in this news release
regarding the Transaction, contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent the companies' expectations,
estimates and projections regarding possible future events or
circumstances. The forward-looking information included in this
news release is based on the companies' opinions, estimates and
assumptions in light of their experience and perception of
historical trends, current conditions and expected future
developments, their assumptions regarding the Transaction
(including, but not limited to, their ability to close the
Transaction on the terms contemplated,) and the Placement
(including, but not limited to, the use of proceeds of the
Placement and the estimated costs relating to the advancement of El
Domo Project), as well as other factors that they currently believe
are appropriate and reasonable in the circumstances. The
forward-looking information contained in this news release is also
based upon a number of assumptions, including the companies'
ability to obtain the required securityholder, court and regulatory
approvals in a timely matter, if at all; the ability to receive
final acceptance of the TSX Venture Exchange in respect of the
Placement; their ability to satisfy the terms and conditions
precedent of the arrangements and agreements in order to consummate
the Transaction; assumptions in respect of current and future
market conditions and the execution of the companies' business
strategies, that operations in Adventus' and Silvercorp's
properties will continue without interruption, and the absence of
any other factors that could cause actions, events or results to
differ from those anticipated, estimated, intended or implied.
Despite a careful process to prepare and review the forward-looking
information, there can be no assurance that the underlying
opinions, estimates and assumptions will prove to be correct.
Forward-looking information is also subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking information. Such risks, uncertainties and other
factors include, but are not limited to, failure to receive the
required securityholder, court, regulatory and other approvals
necessary to effect the Transaction; the potential for a third
party to make a superior proposal to the Transaction; that the
proceeds of the Placement will not be used as announced; and those
set forth under the caption "Risk Factors" in Adventus' annual
information form, the companies' most recent respective
management's discussion and analysis, and other documents filed
with or submitted to the Canadian securities regulatory authorities
on the SEDAR+ website at www.sedarplus.ca.
Although the companies have attempted to identify important risk
factors that could cause actual results or future events to differ
materially from those contained in forward-looking information,
there may be other risk factors not presently known to them or that
they presently believe are not material that could also cause
actual results or future events to differ materially from those
expressed in such forward-looking information. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made. The forward-looking information contained
in this news release represents the companies' expectations and the
reasonable assumptions, estimates, analyses and opinions of
management as of the date hereof and is subject to change after
such date.
There can be no assurance that forward-looking information will
prove to be accurate, and actual results and future events may vary
materially from those anticipated in the forward-looking
information. Accordingly, readers are advised not to place undue
reliance on forward-looking information. Adventus and Silvercorp
each disclaim any intention or obligation or undertaking to update
or revise any forward-looking information whether as a result of
new information, future events or otherwise, except as required by
applicable securities laws. All of the forward-looking information
contained in this news release is expressly qualified by the
foregoing cautionary statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
SOURCE Adventus Mining Corporation