Adventus Mining Corp. has closed the previously announced private placement of 67,441,217 common shares of Adventus at an issue price of 38 cents per common share to Silvercorp Metals Inc. for aggregate gross proceeds to Adventus of $25,627,662. As previously announced on April 26, 2024, the Placement was completed in conjunction with the proposed acquisition by Silvercorp of all of the issued and outstanding Common Shares of Adventus by way of a plan of arrangement (the "Transaction") pursuant to an arrangement agreement between Adventus and Silvercorp (the "Arrangement Agreement").
With the completion of the Placement, Silvercorp now holds approximately 15% of the total issued and outstanding Common Shares. Adventus expects to use the proceeds from the Placement to (i) repay the amounts outstanding under a credit facility with Trafigura Pte Ltd. in the amount of approximately C$9.9 million, which includes penalties payable for the early repayment under the facility, (ii) fund the settlement of the outstanding amounts payable pursuant to a convertible loan agreement between Adventus and Altius Resources Inc. in the amount of approximately C$9.6 million, (iii) fund normal course activities at the El Domo project in the amount of approximately C$2.7 million, and (iv) fund general working capital expenses in the amount of C$3.4 million, which expenses are expected to include funding of early development expenditures to advance construction of the El Domo project and fund general and administrative expenses between announcement and closing of the Transaction.
The Common Shares issued to Silvercorp pursuant to the Placement are subject to a statutory four-month hold period under applicable Canadian securities laws ending on September 2, 2024. The Placement is subject to the final acceptance of the TSX Venture Exchange. Completion of the Placement and the repayment of indebtedness does not provide a guarantee that the Transaction will be completed.
For additional information on the Transaction, please refer to the joint news release of Adventus and Silvercorp dated April 26, 2024, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer profile.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and applicable securities laws of any state of the United States or compliance with the requirements of an exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" is as defined in Regulation S under the U.S. Securities Act.
Required Early Warning Report Disclosure
Immediately prior to the closing of the Placement, Silvercorp did not have beneficial ownership of, or control or direction over, any Common Shares. After giving effect to the Private Placement, Silvercorp has beneficial ownership of, or control or direction over, 67,441,217 Common Shares, representing approximately 15% of the issued and outstanding Common Shares.
Silvercorp acquired such Common Shares in connection with the Transaction, and for investment purposes. Pursuant to the Arrangement Agreement, Silvercorp agreed to acquire all of the issued and outstanding Common Shares that it does not already own at the closing of the Transaction.
An early warning report in respect of the Placement will be filed in accordance with applicable securities laws and will be available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer profile. To obtain a copy of the early warning report, once filed, please contact Silvercorp at Suite 1750 - 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Attention: Investor Relations.
Adventus' head office address is Suite 550 - 220 Bay Street, Toronto, Ontario, M5J 2W4.
About Adventus
Adventus Mining Corporation is an Ecuador-focused copper-gold exploration and development company. Adventus is advancing the majority-owned Curipamba copper-gold project, which has a completed feasibility study on the shallow and high-grade El Domo deposit. With the recent merger with Luminex Resources Corp., Adventus Mining owns the Condor gold project and a large exploration project portfolio that spans over 135,000 hectares - one of the largest holdings in Ecuador. The company's strategic shareholders include Ross Beaty's Lumina Group, Altius Minerals Corporation, Wheaton Precious Metals Corp., and significant Ecuadorian investors.
About Silvercorp
Silvercorp is a Canadian mining company producing silver, gold, lead, and zinc with a long history of profitability and growth potential. Silvercorp'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) ongoing merger and acquisition efforts to unlock value; and 4) long term commitment to responsible mining and ESG.
We seek Safe Harbor.
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