TORONTO, July 5, 2024
/CNW/ - Adventus Mining Corporation ("Adventus" or
the "Company") (TSXV: ADZN) (OTCQX: ADVZF) provides the
following update on its plan of arrangement (the
"Arrangement") under the Canada Business Corporations Act
pursuant to the arrangement agreement dated April 26, 2024 (the "Arrangement
Agreement") between Adventus and Silvercorp Metals Inc.
("Silvercorp").
At its annual and special meeting held on June 26, 2024, the Arrangement was approved by
approximately 99.975% of the votes cast by Adventus securityholders
voting together as a single class, and approximately 99.966% of the
votes cast by shareholders, not including those votes cast by
shareholders that are required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. Silvercorp voted its shares in
Adventus in favour of approving the Arrangement.
On July 2, 2024, the Ontario
Superior Court of Justice granted a final order approving the
Arrangement.
Pursuant to the Arrangement Agreement, Adventus and Silvercorp
are required to cooperate in order to complete the Arrangement as
soon as reasonably practicable. Consistent with this, the Company
had been taking steps such that the closing of the Arrangement
could occur on July 5, 2024.
In response to the Company's efforts to close the Arrangement,
on July 3, 2024, Silvercorp advised
Adventus that it believed that one or more of the conditions to
closing in its favour under the Arrangement Agreement had not been
satisfied. Later on July 3, 2024,
Silvercorp advised Adventus that the litigation described in the
Company's June 17, 2024 release
represented an unmet condition to closing.
The Company's June 17, 2024 press
release described a constitutional protective action filed against
Ministry of Environment, Water, and Ecological Transition of
Ecuador and the office of the
Attorney General of Ecuador,
challenging an environmental license issued to the Company's
Ecuadorian subsidiary, Curimining S.A. ("Curimining").
Curimining was named as an interested third party in the
constitutional protective action.
In response to Silvercorp's advice, Adventus advised Silvercorp
that it does not agree that the constitutional protective action
represents an unmet condition to closing, nor that Silvercorp has
any basis under the Arrangement Agreement not to complete the
Arrangement.
In response to this advice, by letter dated July 4, 2024, that was received by Adventus on
July 5, 2024, Silvercorp advised
Adventus that the constitutional protective action constitutes a
Material Adverse Effect as defined in the Arrangement Agreement
that is an unmet condition to closing. The letter advised that
Silvercorp is not prepared to close the Arrangement on July 5, 2024, and will not close until all
conditions to closing are met.
Adventus disagrees that the constitutional protective action is
a Material Adverse Effect as defined in the Arrangement Agreement,
constituting an unmet condition to closing.
Adventus will take all necessary steps to protect the interests
of Adventus and its securityholders in connection with the
Arrangement. While Adventus may continue to have discussions with
Silvercorp about the completion of the Arrangement, Adventus
reserves all of its rights in the event that Silvercorp fails to
close the Arrangement as required by the Arrangement Agreement,
including by the "Outside Date" under the Arrangement Agreement of
July 31, 2024.
About Adventus
Adventus 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 Silvercorp, Ross Beaty's
Lumina Group, Altius Minerals Corporation, Wheaton Precious Metals
Corp., and significant Ecuadorian investors.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain
"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. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases 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") are not
statements of historical fact and may be "forward-looking
statements." Forward-looking information and statements are not
based on historical facts, but rather on current expectations and
projections about future events, and are therefore subject to a
variety of risks and uncertainties that could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Forward-looking information and
statements include, but are not limited to, information and
statements regarding the Arrangement, and the timing and ability of
Adventus to obtain the final order (if at all), delist the common
shares of Adventus and complete the Arrangement (if at all).
Although Adventus believes that the expectations reflected in
such forward-looking information and statements are reasonable,
such information and statements involve risks and uncertainties,
and undue reliance should not be placed on such information and
statements. Material factors or assumptions that were applied in
formulating the forward-looking information contained herein
include, without limitation, the expectations and beliefs of
Adventus, and its management and board of directors, as of the date
hereof. Adventus cautions that the foregoing list of material
factors and assumptions is not exhaustive. Many of these
assumptions are based on factors and events that are not within its
control, and there is no assurance that they will prove correct.
Consequently, there can be no assurance that the actual results or
developments anticipated by Adventus will be realized or, even if
substantially realized, that they will have the expected
consequences for, or effects on, Adventus, the current Voting
Securityholders, or its future results and performance of Adventus.
For additional information with respect to these and other factors
and assumptions underlying the forward-looking statements made in
this news release concerning the Arrangement, see the management
information circular available on SEDAR+ (www.sedarplus.ca) under
Adventus' issuer profile and on Adventus' website
(www.adventusmining.com).
Readers, therefore, should not place undue reliance on any such
forward-looking statements. There can be no assurance that the
Arrangement will be completed or that it will be completed on the
terms and conditions contemplated in this news release. The
Arrangement could be modified or terminated in accordance with its
terms. Further, the forward-looking information and statements in
this news release are based on beliefs and opinions of Adventus at
the time the statements are made, and there should be no
expectation that these forward-looking statements will be updated
or supplemented as a result of new information, estimates or
opinions, future events or results or otherwise, and Adventus
disavows and disclaims any obligation to do so except as required
by applicable law. Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial
performance of Adventus.
Please also visit the Adventus website at www.adventusmining.com
and follow us on X/Twitter: https://x.com/AdventusMining and
LinkedIn:
https://ca.linkedin.com/company/adventus-mining-corporation.
SOURCE Adventus Mining Corporation
