Shot-gun wedding???...Adventus Provides Update on Arrangement with Silvercorp Metals Inc.
V.ADZN | 16 hours ago
TORONTO, July 5, 2024 /CNW/ - Adventus Mining Corporation ("Adventus" or the "Company") (TSXV: ADZN) (OTCQX: ADVZF) provides the following update on its plan of arrangement (the "Arrangement") under the Canada Business Corporations Act pursuant to the arrangement agreement dated April 26, 2024 (the "Arrangement Agreement") between Adventus and Silvercorp Metals Inc. ("Silvercorp
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Adventus Provides Update on Arrangement with Silvercorp Metals Inc.
V.ADZN | 16 hours ago
TORONTO, July 5, 2024 /CNW/ - Adventus Mining Corporation ("Adventus" or the "Company") (TSXV: ADZN) (OTCQX: ADVZF) provides the following update on its plan of arrangement (the "Arrangement") under the Canada Business Corporations Act pursuant to the arrangement agreement dated April 26, 2024 (the "Arrangement Agreement") between Adventus and Silvercorp Metals Inc. ("Silvercorp").
Adventus Mining Corporation - www.adventusmining.com (ADZN-tsxv) (ADVZF-otcqx) (CNW Group/Adventus Mining Corporation)
At its annual and special meeting held on June 26, 2024, the Arrangement was approved by approximately 99.975% of the votes cast by Adventus securityholders voting together as a single class, and approximately 99.966% of the votes cast by shareholders, not including those votes cast by shareholders that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Silvercorp voted its shares in Adventus in favour of approving the Arrangement.
On July 2, 2024, the Ontario Superior Court of Justice granted a final order approving the Arrangement.
Pursuant to the Arrangement Agreement, Adventus and Silvercorp are required to cooperate in order to complete the Arrangement as soon as reasonably practicable. Consistent with this, the Company had been taking steps such that the closing of the Arrangement could occur on July 5, 2024.
In response to the Company's efforts to close the Arrangement, on July 3, 2024, Silvercorp advised Adventus that it believed that one or more of the conditions to closing in its favour under the Arrangement Agreement had not been satisfied. Later on July 3, 2024, Silvercorp advised Adventus that the litigation described in the Company's June 17, 2024 release represented an unmet condition to closing.
The Company's June 17, 2024 press release described a constitutional protective action filed against Ministry of Environment, Water, and Ecological Transition of Ecuador and the office of the Attorney General of Ecuador, challenging an environmental license issued to the Company's Ecuadorian subsidiary, Curimining S.A. ("Curimining"). Curimining was named as an interested third party in the constitutional protective action.
In response to Silvercorp's advice, Adventus advised Silvercorp that it does not agree that the constitutional protective action represents an unmet condition to closing, nor that Silvercorp has any basis under the Arrangement Agreement not to complete the Arrangement.
In response to this advice, by letter dated July 4, 2024, that was received by Adventus on July 5, 2024, Silvercorp advised Adventus that the constitutional protective action constitutes a Material Adverse Effect as defined in the Arrangement Agreement that is an unmet condition to closing. The letter advised that Silvercorp is not prepared to close the Arrangement on July 5, 2024, and will not close until all conditions to closing are met.
Adventus disagrees that the constitutional protective action is a Material Adverse Effect as defined in the Arrangement Agreement, constituting an unmet condition to closing.
Adventus will take all necessary steps to protect the interests of Adventus and its securityholders in connection with the Arrangement. While Adventus may continue to have discussions with Silvercorp about the completion of the Arrangement, Adventus reserves all of its rights in the event that Silvercorp fails to close the Arrangement as required by the Arrangement Agreement, including by the "Outside Date" under the Arrangement Agreement of July 31, 2024.