REG - Celsius Resources Ld - Update on transaction with Silvercorp Metals Inc

Celsius ResourcesAnnouncement

11/08/2023 07:15

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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 (mailto:info@celsiusresources.com.au)

W: www.celsiusresources.com (http://www.celsiusresources.com)

 

 Celsius Resources Limited
 Peter Hume                              P: +61 2 8072 1400

                                         E: info@celsiusresources.com.au (mailto:info@celsiusresources.com.au)

                                         W: www.celsiusresources.com (http://www.celsiusresources.com)
 Multiplier Media

 (Australia Media Contact)
 Jon Cuthbert                            M: +61 402 075 707

                                         E: jon.cuthbert@multiplier.com.au (mailto:jon.cuthbert@multiplier.com.au)

 Tavistock Communications                +44 (0) 207 628 3396

 (UK Media and Investor Relations)
 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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