Mr. Lon Shaver reports

SILVERCORP AND ORECORP ENTER INTO AMENDING AGREEMENT

Silvercorp Metals Inc. has entered into an amendment to the binding scheme implementation deed dated Aug. 5, 2023, entered into previously with OreCorp Ltd., whereby Silvercorp agreed to acquire all fully paid ordinary shares of OreCorp not held by Silvercorp or its associates, pursuant to an Australian scheme of arrangement.

As a result of the amending deed, each OreCorp shareholder will now receive, for each OreCorp share held, an increase in the cash consideration from 15 Australian cents to 19 Australian cents (reflecting a 26.7-per-cent increase in the cash component) and 0.0967 of a Silvercorp common share (no change), or, if elected by OreCorp shareholders and subject to quotation of Silvercorp shares as CDIs (Chess Depositary Interests) on the Australian Securities Exchange, 0.0967 of a new Silvercorp CDI.

As of the date of this announcement, Silvercorp holds 72,312,344 OreCorp shares, representing 15.40 per cent of the fully paid ordinary shares of OreCorp.

Board approvals and recommendations

The OreCorp board has unanimously approved the scheme, as revised, and recommends that all OreCorp shareholders vote in favour of the revised scheme at the meeting of the shareholders of OreCorp, currently set for Dec. 8, 2023, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the revised scheme is in the best interests of OreCorp shareholders. Subject to the qualifications, each OreCorp director intends to vote, or cause to be voted, all OreCorp shares held or controlled by them at the time of the scheme meeting (representing 3.94 per cent of OreCorp's issued shares as at the date of this announcement) in favour of the revised scheme. The revised scheme has also been unanimously approved by the board of directors of Silvercorp.

Key shareholder support

In OreCorp's announcement to the ASX dated Nov. 23 2023, in relation to the revised scheme, OreCorp stated that Timothy Goyder, who, together with his associates, holds 24,125,756 OreCorp shares (representing approximately 5.14 per cent of OreCorp's issued shares as at the date of that announcement), has signed a voting intention statement to OreCorp indicating that he intends to vote, or cause to be voted, all of those OreCorp shares, to the extent that he continues to hold, or to control the voting of, those OreCorp shares at the time of the scheme meeting, in favour of the scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the revised scheme is in the best interests of OreCorp shareholders.

OreCorp's announcement also noted that Mr. Goyder's support for the revised scheme is in addition to the existing voting intention statement provided by Rollason Pty. Ltd., which controls 49,136,589 OreCorp shares (representing approximately 10.47 per cent of OreCorp's issued shares as at the date of the OreCorp announcement).

Note: The OreCorp announcement noted that Mr. Goyder's voting intention statement is subject to the terms of the scheme being amended, consistent with the terms of the announcement released by OreCorp on Nov. 23, 2023, and the scheme meeting being held on or before Dec. 22, 2023, and based solely on the information provided by OreCorp in relation to the amending deed and the scheme as at the date of the voting intention statement.

Transaction conditions and timing

All other terms of the agreement remain unchanged except as noted above. As reported in Silvercorp's news release of Nov. 16, 2023, Silvercorp has received the sole Tanzanian regulatory approval required to complete the transaction. The only remaining conditions to the transaction are OreCorp shareholders approving the revised scheme at the scheme meeting, final approval of the Federal Court of Australia, and acceptance from the Toronto Stock Exchange and NYSE American in respect of the issuance and listing of new Silvercorp common shares issuable pursuant to the revised scheme.

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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