TORONTO, June 4, 2024 /CNW/ - Adventus Mining Corporation ("Adventus" or the "Company") (TSXV: ADZN) (OTCQX: ADVZF) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted an interim order dated May 22, 2024, providing for the calling and holding of the upcoming annual and special meeting of Adventus to be held on June 26, 2024 (the "Meeting"). Adventus has completed the mailing of its notice of meeting, management information circular (the "Circular") and related meeting and proxy materials (collectively, the "Meeting Materials") to holders of the common shares of Adventus (the "Shareholders"), holders of options of Adventus, and holders of restricted share units of Adventus (collectively, the "Voting Securityholders") in connection with the Meeting.
The Meeting is being held to, among other things, consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution"), to approve the proposed plan of arrangement (the "Arrangement") between Adventus and Silvercorp Metals Inc. ("Silvercorp") pursuant to the arrangement agreement dated April 26, 2024 between Adventus and Silvercorp (the "Arrangement Agreement").
The board of directors of Adventus, after consulting with management of Adventus and receiving advice from its legal and financial advisors, and taking into account the reasons described in the Circular, has unanimously determined that the Arrangement is in the best interests of Adventus and has unanimously recommended that the Voting Securityholders vote FOR the Arrangement.
The Meeting Materials were mailed to Voting Securityholders of record as of May 21, 2024. As previously announced, if the Arrangement Resolution is passed, Silvercorp is expected to acquire all of the issued and outstanding common shares of Adventus not already owned by Silvercorp (the "Shares" and each, a "Share"). At the effective time of the Arrangement, each Shareholder (other than Silvercorp) will receive 0.1015 of one Silvercorp common share in exchange for each Share held (the "Consideration"). The Meeting Materials are also available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer profile.
The Meeting will be held at the offices of Bennett Jones LLP located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario, M5X 1A4 and will commence at 10:00 a.m. (Toronto time) on June 26, 2024. Voting Securityholders can also listen to the Meeting using the dial-in details provided in the following link: https://www.bennettjones.com/Adventus-AGM.
In order to be effective, the Arrangement Resolution must be approved by: (i) two-thirds (66 ?%) of the votes cast by Voting Securityholders, present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting, excluding the votes cast by Silvercorp and its affiliates. Following the Meeting, Adventus will announce the voting results of the Meeting.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
Voting Securityholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on June 24, 2024.
If you have any questions or need assistance in your consideration of the Arrangement, with the completion and delivery of your forms of proxy or voting instruction form, please contact TSX Trust Company by telephone at 1-866-600-5869 or by email at tsxtis@tmx.com. If you have any questions or need assistance in your consideration of the Arrangement, about delivering your Shares and letter of transmittal to Computershare Investor Services Inc., as depositary in respect of the Arrangement, please contact Computershare Investor Services Inc. by telephone at 1-800-564-6523 or by email at corporateactions@computershare.com.
The TSX Venture Exchange has granted its conditional acceptance of the Arrangement, subject to the fulfillment of the conditions therein. Additionally, completion of the Arrangement remains subject to, among other things, (i) approval of the Arrangement Resolution at the Meeting, (ii) receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement, and (iii) satisfaction or waiver of the other conditions set out in the Arrangement Agreement.
For more details on the Arrangement, the Meeting and the Consideration, please see the Circular which is available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer profile and on Adventus' website at www.adventusmining.com.
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.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "plans", "targets", "expects", "is expected", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved") are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, securityholder, regulatory and court approval of the Arrangement, the timing and ability of Adventus to complete the Arrangement (if at all) and the timing and ability of Adventus to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement.
Although Adventus believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Adventus, and its management and board of directors, as of the date hereof. Adventus cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Adventus will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Adventus, the current Voting Securityholders, or its future results and performance of Adventus. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under Adventus' issuer profile and on Adventus' website (www.adventusmining.com).
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Adventus at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Adventus disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Adventus.
For further information from Adventus, please contact Christian Kargl-Simard, President and Chief Executive Officer, at +1-416-230-3440 or christian@adventusmining.com.
Please also visit the Adventus website at www.adventusmining.com and follow us on X/Twitter: https://twitter.com/AdventusMining and LinkedIn: https://ca.linkedin.com/company/adventus-mining-corporation.
SOURCE Adventus Mining Corporation
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2024/04/c4017.html