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 ⅔%) 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