Dr. Rui Feng reports

SILVERCORP ANNOUNCES TAKEOVER OFFER FOR ORECORP

Silvercorp Metals Inc. and OreCorp Ltd. have entered into a bid implementation deed (BID), pursuant to which Silvercorp has agreed to acquire, by means of an off-market takeover offer, all of the OreCorp shares not already owned by Silvercorp for consideration comprising 0.0967 common share of Silvercorp and 19 Australian cents cash per OreCorp share, currently equivalent to 58.9 Australian cents per OreCorp share.

Under the BID, Silvercorp and OreCorp have provided undertakings to each other to facilitate the transaction. The offer is subject to minimal conditions, including:

• Silvercorp having a relevant interest in at least 50.1 per cent of the OreCorp shares;
• No regulatory action that could reasonably be expected to restrain, impede or prohibit the offer and completion of the transaction;
• No OreCorp material adverse change or prescribed occurrence (both terms defined in a customary manner);
• Normal course listing approval for the new Silvercorp shares to be issued.

The OreCorp board is unanimously recommending that OreCorp shareholders accept the offer subject to an independent expert report concluding and continuing to conclude that the offer is reasonable to OreCorp shareholders and there being no superior proposal. Subject to those same qualifications, the members of the OreCorp board, which collectively hold 3.94 per cent of the OreCorp shares, intend to accept the offer in respect of all OreCorp shares they own or control.

Silvercorp's chairman and chief executive officer, Dr. Rui Feng, said: "We are pleased to adjust our transaction with OreCorp after it became clear that the previously proposed scheme, due to outside interference, was at risk of not completing. Our offer is subject to a very limited number of conditions. Silvercorp obtained the required approval of the Tanzania Fair Competition Commission (FCC) approximately two months after the application was submitted. Even if an alternative proposal is made, there is uncertainty as to whether it would be successful in receiving similar FCC approval. Accordingly, our offer provides OreCorp shareholders with the opportunity to receive the consideration in a timely manner. I encourage all OreCorp shareholders to read the forthcoming bidder's statement for more details about the offer and accept the offer as soon as possible."

This transaction aims to create a globally diversified precious metal producer and will provide enhanced trading liquidity, rerating potential, and the opportunity to participate in further upside from the Nyanzaga project and Silvercorp's existing mining portfolio to shareholders of both companies. Silvercorp is well positioned to finance and immediately move to advance Nyanzaga toward commercial production.

The development of the Nyanzaga project is also subject to regulatory and jurisdiction risks in Tanzania. For example, the government of Tanzania (through the treasury registrar) currently holds a 16-per-cent non-dilutable free carried interest (the free carried interest shares) in the share capital of Sotta Mining Corp. Ltd. (SMCL). In addition, the government of Tanzania has a right to acquire, in total, up to 50 per cent of the share capital of SMCL, determined by the total value of the tax expenditures enjoyed by SMCL. However, relevant legislation also provides that the government of Tanzania agrees and undertakes that any increase in ownership or economic participation rights by the government of Tanzania in addition to the 16-per-cent free carried interest shares will be by agreement between the parties and that the government of Tanzania will not unilaterally seek to increase such ownership or economic participation rights.

Silvercorp has designed, permitted and constructed multiple mining and processing facilities, requiring it to establish and maintain constructive relationships with diverse stakeholders, including communities, regulators and various levels of government. Silvercorp looks forward to bringing its philosophy of openness, transparency and co-operation in its future dealings with the government of Tanzania to facilitate the prompt development of Nyanzaga for the benefit of all involved.

Additional details

The BID includes market-standard deal protection measures equivalent to those previously agreed under the scheme, including no-talk and no-due-diligence provisions (subject to a fiduciary-out exception) and no shop. It also includes notification and matching rights for Silvercorp in the event of a competing proposal. Pursuant to these deal protection measures, OreCorp has agreed, inter alia, that it will not solicit, encourage or initiate any competing proposal and, further, that it will not participate in any discussions or negotiations with a third party in relation to any competing proposal (unless certain conditions are satisfied, including where a failure to do so would constitute a breach of the OreCorp board's fiduciary duties or statutory obligations).

As with the scheme, under certain circumstances a break fee of approximately $2.8-million (Australian) will be payable by OreCorp to Silvercorp if the BID is terminated.

The offer is not subject to the approval of Silvercorp's shareholders and is not subject to any financing or due diligence conditions.

As of the date of this announcement, Silvercorp holds 73,889,007 OreCorp shares, representing 15.74 per cent of the fully paid ordinary shares of OreCorp.

Next steps

Further detail regarding the offer will be provided in Silvercorp's bidder statement and OreCorp's target statement, which are expected to be dispatched shortly. The bidder and target statements will set out important information, including how to accept the offer and the key reasons why OreCorp shareholders should accept the offer. The target's statement will include an independent expert report prepared by BDO Corporate Finance (WA) Pty. Ltd.

Termination of the scheme implementation deed

In conjunction with the execution of the bid implementation deed, Silvercorp and OreCorp have mutually agreed to terminate the scheme implementation deed dated Aug. 5, 2023 (as amended and restated on Nov. 23, 2023), with effect from today. Accordingly, OreCorp is seeking orders from the Federal Court of Australia that the scheme meeting of OreCorp shareholders proposed for Jan. 18, 2024, no longer be held.

Advisers and counsel

Canaccord Genuity Corp. is acting as financial adviser to Silvercorp. King & Wood Mallesons, Australia, is acting as Silvercorp's Australian legal adviser.

OreCorp shareholders who have questions regarding the offer should call the Silvercorp information line at 1-300-290-691 (within Australia) or 61-2-9066-4081 (outside Australia) between 9 a.m. and 5:30 p.m. Sydney time from Monday to Friday, excluding public holidays in Sydney.

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).

No offer or solicitation

Silvercorp has not yet commenced the offer noted herein to OreCorp shareholders. Upon commencement of the offer, Silvercorp will dispatch the bidder statement to OreCorp shareholders in accordance with applicable Australian securities laws and will lodge the bidder statement with the Australian Securities and Investments Commission. The bidder statement will contain important information about the offer and should be read in its entirety by OreCorp shareholders. This news release is for informational purposes only and does not constitute an offer to buy or sell or a solicitation of an offer to sell or buy any securities. The offer is being made solely by and subject to the terms and conditions set out in the bid implementation deed, the bidder statement and related offer documents.

We seek Safe Harbor.