Mr.
Lon Shaver reports
SILVERCORP ANNOUNCES FURTHER AMENDMENTS TO MEETING PROPOSAL
Silvercorp Metals Inc. has approved a further variation to the special resolution concerning proposed amendments to the company's articles to be considered at the company's annual general and special meeting of shareholders to be held on Oct. 2, 2026, at 10 a.m. Pacific Time, as further described below. The proxy voting deadline has accordingly been extended to Sept. 30, 2026, at 4 p.m. Pacific Time.
As described in the press release issued by the company on Sept. 22, 2026, the proposed amendments to the articles include an initial set amendments that, if approved by shareholders, will be implemented immediately following the meeting. These amendments include proposed amendments to Article 16, which sets forth the process by which shareholders may nominate individuals for election to the board at a general meeting of shareholders. Among other things, the company initially proposed to amend Article 16 to limit the amount of information the company can require a nominating shareholder to provide in order for the company to assess the independence of the director nominee. Following further deliberation, the company has determined to amend Article 16 by removing the ability of the company to request any information with respect to the proposed nominee other than the information specifically enumerated in Article 16, paragraph 4.
A red line showing the proposed amendments to be implemented immediately following the meeting, including the amendment described, can be found under the company's profile on SEDAR+ (filed under the heading "Other Securityholder Documents" on Sept. 29, 2026). The full text of the amended articles resolution, as revised to reflect the proposed amendments described above, is set forth below.
"Be it resolved as a special resolution that:
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"The company be and is hereby authorized and directed to amend the current articles of the company in the manner set forth in draft articles filed with the Canadian Securities Administrators [on SEDAR+] on Sept. 29, 2026.
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"Subject to the company determining to list the common shares of the company on the Main Board of the Hong Kong Stock Exchange (the Hong Kong listing), the company be and is hereby authorized (but not required) to replace the current articles of the company with the amended articles as set out in Schedule 1 to the management proxy circular of the company dated Aug. 12, 2026 (updated to reflect the changes in paragraph 1), concurrently with or shortly before completion of the Hong Kong listing.
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"Any one director or officer of the company be and is hereby authorized, for and on behalf of the company, to take all necessary steps and proceedings, including filing of such documents and taking such further actions that may be necessary to effect the amendment to the current articles; to execute, or cause to be executed, and to deliver or cause to be delivered all such other documents and instruments; and to do or to cause to be done all such other acts and things, as such director or officer the company may consider to be necessary or desirable to carry out the intent of the foregoing resolutions, such necessity or desirability to be conclusively evidenced by the execution and delivery of any such documents or instruments or the taking of any such actions."
The board of directors of the company recommends that shareholders vote in favour of the amended articles resolution, if they have not already done so, ahead of the proxy voting deadline on Sept. 30, 2026, at 4 p.m. Pacific Time.
Proxies and voting instructions previously submitted will remain valid. A shareholder who has already voted and wishes to change their vote may submit a new proxy or voting instruction form before the extended deadline by following the instructions in the circular and the proxy or voting instruction form included therewith. A properly submitted later-dated proxy or voting instruction will replace the shareholder's earlier instructions, provided it is received before the extended voting deadline.
The company has retained Laurel Hill Advisory Group to act as its proxy solicitation agent and shareholder engagement manager in connection with the meeting. Laurel Hill will receive a fee of $30,000 for its services, plus reimbursement of reasonable out-of-pocket expenses. The company has agreed to indemnify Laurel Hill against certain liabilities arising from its engagement. All costs associated with the solicitation of proxies will be borne by the company. Proxies may be solicited by mail, telephone, e-mail, Internet or other means of communication by Laurel Hill and by directors, officers and employees of the company.
Shareholder questions and assistance
Shareholders who have questions about the meeting or require assistance voting may contact Laurel Hill toll-free in North America at 1-877-452-7184, by collect call outside North America at 416-304-0211 or by e-mail at assistance@laurelhill.com.
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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