Silvercorp Metals Inc. (TSX:SVM) entered into a definitive agreement to acquire Guyana Goldfields Inc. (TSX:GUY) for approximately CAD 110 million on April 26, 2020. Under the terms of the consideration, each holder of Guyana Goldfields shareholders will have the option to receive CAD 0.6 per share in cash or 0.1195 of a Silvercorp common share subject to a maximum cash consideration of CAD 33.2 million. Assuming the maximum cash consideration, existing Guyana Goldfields shareholders will own 7.1% of Silvercorp's pro-forma basic shares outstanding following the transaction. As on May 17, 2020, the parties entered into amended terms agreement, pursuant to which, each holder of Guyana Goldfields shares will receive, for each share held, CAD 0.25 in cash and 0.1849 of a Silvercorp common share, for total consideration of CAD 227 million or CAD 1.30 per share. As of May 17, 2020, Silvercorp holds 16.5 million Guyana Goldfields shares, representing 9.48% stake. The amended terms would result in Guyana Goldfields shareholders owning 14.4% of Silvercorp. In a related transaction, Silvercorp and Guyana Goldfields have also entered into a loan agreement, whereby Silvercorp will lend Guyana Goldfields up to CAD 15 million. A termination fee of CAD 3.65 million is to be paid by Guyana Goldfields to Silvercorp if the deal is terminated. Pursuant to the amended terms of transaction dated May 17, 2020, the termination fee payable by Guyana Goldfields is increased to CAD 9 million. The combined entity will continue to have its headquarters in Vancouver and detailed integration plans will be finalized over the next few months.

The transaction has been unanimously approved by the Board of Directors of Guyana Goldfields and Silvercorp. The transaction is subject to the approval of at least two third of the votes cast by shareholders of Guyana Goldfields at a special meeting of Guyana Goldfields shareholders to be held on June 29, 2020. The transaction is subject to court approvals, applicable regulatory approvals including TSX and NYSE American approval and the satisfaction of certain other closing conditions customary in transactions of this nature. Guyana Goldfields has provisions to accept a superior proposal, subject to a right to match period in favor of Silvercorp. As on May 17, 2020, the amended terms of transaction have been unanimously approved by the Board of Directors of Guyana Goldfields and Silvercorp. Board of Directors of Guyana Goldfields recommends Guyana Goldfields shareholders vote in favor of the transaction with amended terms. Guyana Goldfields' shareholders' meeting is scheduled for June 29, 2020. As of June 3, 2020, after receiving an offer from an unknown multinational mining company, the Board of Directors of Guyana unanimously determined, after consultation with its financial and legal advisors, that the new offer constitutes a "Superior Proposal" in accordance with the terms of the arrangement agreement between the company and Silvercorp Metals Inc. The transaction is expected to close in early July 2020.

RBC Capital Markets and Stifel GMP acted as fairness opinion providers to the Board of Directors of Guyana Goldfields. Canaccord Genuity Corp. is acting as financial advisor to Silvercorp. Roger Taplin, Robin Mahood, Lynn Parsons, William G. Scott, Miranda Lam, Kim Brown, John Boscariol and Debbie Salzberger of McCarthy Tétrault LLP and Dorsey & Whitney LLP acted as legal advisors to Silvercorp. RBC Capital Markets is acting as financial advisor to Guyana Goldfields. Brian Graves, Bradley A. Freelan, Thomas Meagher, Justine Connors, Virginia K. Schweitzer and Ronald Nobrega of Fasken Martineau DuMoulin LLP is acting as legal advisors to Guyana Goldfield.