Silvercorp, OreCorp amend scheme implementation deed to increase cash consideration
TSX-V- and NYSE-listed Silvercorp Metals and ASX-listed OreCorp have amended their August 5 scheme implementation deed to increase the cash consideration from A$0.15 to A$0.19, while retaining the scrip consideration of 0.0967 of a Silvercorp common share for each OreCorp share held on the record date.
This follows previous announcements regarding a proposed transaction whereby Silvercorp will acquire all fully paid ordinary shares of OreCorp not held by Silvercorp or its associates pursuant to an Australian scheme of arrangement, subject to the satisfaction and/or waiver of various conditions.
The revised scheme consideration represents a total implied consideration of A$0.543 per OreCorp share, which is a 24.9% premium to the closing price of OreCorp shares of A$0.435 on the ASX on August 4 and a 12% premium to the closing price of OreCorp shares of A$0.485 on the ASX on November 21.
Aside from the increase in cash consideration, the terms of the revised scheme remain unchanged.
The directors of OreCorp have unanimously recommended that OreCorp shareholders vote in favour of the revised scheme, in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude, that it is in the best interests of OreCorp shareholders.
The scheme booklet was despatched to shareholders on November 8 and the scheme meeting is still planned for December 8. A supplementary scheme booklet reflecting the revised scheme consideration will be despatched as soon as practicable.
Silvercorp says it has the balance sheet strength to fund construction and exploration of the Nyanzaga gold project, in Tanzania.
Funds from the Silvercorp placement of A$28.2-million continue to be deployed for compensation payments relating to the implementation of the resettlement action plan.
Compensation payments of about $7.3-million have already been made to affected households.
Integration meetings are in progress with Silvercorp senior executives and management currently in Perth. This follows the formation of an integration committee established between OreCorp and Silvercorp.
The Tanzanian Fair Competition Commission has given its unconditional approval to the proposed transaction earlier this month.
Silvercorp says it continues to strengthen its relationships with key Tanzanian government officials and continues to work towards project implementation and delivery of first gold at Nyanzaga towards end-2025.
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