Dr. Rui Feng reports

SILVERCORP PROVIDES UPDATE ON ORECORP TRANSACTION PROGRESS

Silvercorp Metals Inc. has provided an update on the proposed transaction with OreCorp Ltd., as first announced on Aug. 6, 2023.

Transaction progress:

• The extensive documentation necessary to seek OreCorp shareholder approval of the Australian scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) has been sent to OreCorp shareholders.
• On Nov. 2, 2023, the federal court of Australia approved: The convening of the OreCorp shareholders meeting to consider and vote on the scheme, currently scheduled to take place at 10 a.m. (AWT), Dec. 8, 2023, and the delivery on Nov. 8, 2023, of the explanatory statement and notice of scheme meeting (together, the scheme booklet) to OreCorp shareholders for their consideration.
• The scheme booklet sets out the key terms of the transaction, the reasons for OreCorp's directors' recommendation, and includes an independent expert's report that concluded the scheme, in the absence of a superior proposal, is fair and reasonable, and in the best interests of OreCorp shareholders.
• In late October, representatives of both companies attended the Tanzanian Mining & Investment Forum and held constructive meetings with several representatives of the Tanzanian government, which continues to express enthusiasm and support for the transaction, and development of the Nyanzaga mine.

Tanzanian Fair Competition Commission approval

After the Silvercorp team held meetings with the government of Tanzanian, on Nov. 6, 2023, Silvercorp received a merger clearance certificate (dated Nov. 3, 2023) from the Tanzanian Fair Competition Commission (FCC) approving the transaction without conditions. The FCC approval represents the sole Tanzanian regulatory requirement needed to complete the transaction.

Dr. Rui Feng, Silvercorp's chairman and chief executive officer, commented: "We would like to express our gratitude to the FCC for their support throughout the approval process. We also thank everyone involved for their collective efforts over the past few months, resulting in successfully achieving numerous milestones for the transaction -- paving the way for the creation of a new globally diversified precious metals producer. We eagerly anticipate continuing Nyanzaga's project execution in close partnership with the government of Tanzania, to ensure a successful development that benefits all stakeholders."

Silvercorp has the financial strength to close the transaction and advance the development of the Nyanzaga gold project

Silvercorp reported strong Q2 fiscal 2024 financial results on Nov. 9, 2023. During the quarter, cash flow from operating activities totalled $28.8-million, and, with $189.1-million in cash, cash equivalents and short-term investments at the end of Q2, Silvercorp has the financial strength to close the transaction and advance the development of the Nyanzaga gold project.

Silvercorp's equity investment portfolio, valued at $124-million as of Sept. 30, 2023, includes an $18.5-million private placement in OreCorp, completed in August, 2023. Proceeds from this investment have been applied toward resettlement activities outlined in the RAP. This important step will assist in facilitating the prompt development of the Nyanzaga gold project. As of OreCorp's report for the quarter ended Sept. 30, 2023, issued Oct. 19, compensation payments in relation to the implementation of the RAP are well advanced, with approximately 84 per cent of the agreements fully executed and approximately $6-million (U.S.) paid to date. The tender process for constructing resettlement housing is well under way.

Transaction details recap

Silvercorp intends to acquire all fully paid ordinary shares of OreCorp not held by Silvercorp by way of the scheme, with each holder of OreCorp shares (other than ineligible shareholders and Silvercorp) receiving, for each OreCorp share held on the record date for the scheme, 15 Australian cents in cash and 0.0967 of a Silvercorp common share, or, at the OreCorp shareholder's election, 0.0967 of a new Silvercorp CDI (chess depositary interests) (subject to the Australian Securities Exchange admitting Silvercorp to the official list of ASX and approving Silvercorp CDIs for official quotation). The transaction is subject to the satisfaction and/or waiver of various remaining conditions, including OreCorp shareholders approving the scheme at the scheme meeting, final approval of the federal court of Australia, and acceptance from the Toronto Stock Exchange and NYSE American, including in respect of the issuance and listing of new Silvercorp common shares issuable pursuant to the scheme.

The OreCorp board has unanimously approved the transaction and has recommended that all OreCorp shareholders vote in favour of the scheme at the scheme meeting, in the absence of a superior proposal and subject to the independent expert appointed by OreCorp continuing to conclude that the scheme is in the best interests of OreCorp shareholders.

About Silvercorp Metals Inc.

Silvercorp is a Canadian mining company producing silver, gold, lead and zinc with a long history of profitability and growth potential. The company'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) continuing merger and acquisition efforts to unlock value; and (4) long-term commitment to responsible mining and ESG (environmental, social and governance).

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