Celsius Resources Limited Update on transaction with Silvercorp Metals Inc (0636J)
August 11 2023 - 2:00AM
UK Regulatory
TIDMCLA
RNS Number : 0636J
Celsius Resources Limited
11 August 2023
ASX/AIM RELEASE
11 August 2023
Update on transaction with Silvercorp Metals, Inc.
Celsius Resources Limited ("CLA", "Celsius" or the "Company")
(ASX, AIM: CLA) wishes to provide an update in respect of its
proposed transaction with Silvercorp Metals Inc. (Silvercorp) as
first announced on 15 May 2023.
As announced on 2 August 2023, the parties had substantially
completed the negotiations for the agreements for the proposed
transaction as initially contemplated. However, following the
receipt of feedback from Celsius shareholders, the Board of Celsius
formed the view that the proposed transaction did not have
reasonable prospects of being approved by the requisite majorities
of shareholders at the initial proposed price.
Accordingly, Celsius sought to advance discussions with
Silvercorp regarding a revision to the price to a level it
considered reasonably likely to be supported by Celsius
shareholders. Silvercorp has not engaged with Celsius in such
discussions.
As at the time of this announcement, Celsius has not received
formal notice from Silvercorp terminating the proposed transaction.
However, Silvercorp has separately announced that no negotiations
are ongoing, and in light of the recent sales of Celsius shares by
Silvercorp, the Celsius Board has formed the view that Silvercorp
does not intend on progressing with the transaction at this
time.
As with any potential acquirer, it remains open to Silvercorp to
make a takeover offer to Celsius shareholders pursuant to Chapter 6
of the Corporations Act 2001 (Cth). The Celsius Board considers
that unless such a bid was undertaken at a premium to the price
initially proposed, among other key terms subject of pending
negotiations, such an offer would be unlikely to have substantial
support from Celsius shareholders.
Celsius had been restricted from evaluating alternative
corporate, asset level and funding opportunities due to the
exclusivity clauses contained in the initial agreement with
Silvercorp. Those exclusivity obligations have now expired,
allowing the Celsius Board to openly and immediately consider
previously received and new approaches from third parties. Celsius
will work with its advisors to develop a path forward that best
achieves value for its shareholders as a whole and will provide
updates to the market as appropriate.
This announcement has been authorised by the Board of Directors
of Celsius Resources Limited.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018.
Celsius Resources Contact Information
Level 5, 191 St. Georges Terrace
Perth WA 6000
PO Box 7059
Cloisters Square PO
Perth WA 6850
P: +61 2 8072 1400
E: info@celsiusresources.com.au
W: www.celsiusresources.com
Celsius Resources Limited
Peter Hume P: +61 2 8072 1400
E: info@celsiusresources.com.au
W: www.celsiusresources.com
Multiplier Media
(Australia Media Contact)
Jon Cuthbert M: +61 402 075 707
E: jon.cuthbert@multiplier.com.au
Tavistock Communications
(UK Media and Investor Relations) +44 (0) 207 628 3396
Charles Vivian M: 0044 7977297903
E: charles.vivian@tavistock.co.uk
Tara Vivian-Neal M: 0044 7394408654
E: tara.vivian-neal@tavistock.co.uk
Beaumont Cornish Limited
(Nominated Adviser)
Roland Cornish/Felicity Geidt/Andrew
Price +44 (0) 207 628 3396
SPAngel
(Broker)
John Meyer/Ewan Leggat/Harry Davies-Ball +44 20 3470 0470
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END
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