Zijin Mining Group Company Limited (SEHK:2899) made a binding proposal to acquire Guyana Goldfields Inc. (TSX:GUY) from Silvercorp Metals Inc. (TSX:SVM) and others for approximately CAD 320 million on June 3, 2020. Zijin Mining Group Company Limited entered into a binding arrangement agreement to acquire Guyana Goldfields Inc. from Silvercorp Metals Inc. and others on June 11, 2020. As part of the consideration, Guyana shareholders would receive cash consideration of CAD 1.85 for each common share. Zijin Mining Group Company Limited will acquire all of the outstanding shares of Guyana not already owned. In accordance with the Silvercorp arrangement agreement, Guyana has notified Silvercorp that it considers the new offer to be a superior proposal under the Silvercorp arrangement agreement and that the five business day matching period has commenced, during which Silvercorp has the right, but not the obligation, to propose to amend the terms of the Silvercorp arrangement agreement in order for the new offer to cease to be a superior proposal. The matching period expires on June 10, 2020. As of May 17, 2020, Silvercorp holds 16.5 million shares in Guyana. The Zijin arrangement agreement provides for, among other things customary Board support and non-solicitation covenants, with a "fiduciary out" that would allow Guyana Goldfields to accept a superior proposal, subject to a "right to match period" in favor of Zijin. The proposed arrangement agreement with Zijin Mining Group Company provides the termination fee of CAD 11.3 million, which is payable by the Guyana to Zijin Mining Group Company in certain circumstances. The proposed arrangement agreement with Zijin Mining Group Company also includes a reverse termination fee in the amount of CAD 11.3 million, which is payable by Zijin Mining Group Company to the Guyana in certain other circumstances. Lisa Zangari, Maryse Saint-Laurent, Jill Rowe, Alan Pangbourne, Allen Palmiere, Rene Louis Joseph Marion, Wendy Kei, Perry Holloway and Leon Binedell, the shareholders of Guyana Goldfields entered in support and voting agreement to vote or cause to be voted the subject shares in favor of the arrangement resolution. After the transaction, Guyana Goldfields Inc. will delist from the Toronto Stock Exchange and cease to be a reporting issuer under applicable Canadian securities laws.

The transaction is subject to approval of 66 2/3% of votes cast by shareholders of Guyana Goldfields. In addition to shareholder approval, the Zijin arrangement is also subject to the receipt of certain regulatory and court approvals, including approval by relevant authorities in China comprising of the National Development and Reform Commission of the People's Republic of China, the Ministry of Commerce of the People's Republic of China and the State Administration of Foreign Exchange of the People's Republic of China and other closing conditions customary in transactions of this nature. An annual and special meeting of the shareholders of Guyana Goldfields will be held on July 27, 2020 to approve the transaction and other matters. Guyana Goldfields Inc. intends to seek a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the transaction at a hearing scheduled for July 30, 2020. As of July 30, 2020, the hearing of the Ontario Superior Court of Justice (Commercial List) for the final order to approve the arrangement, has been deferred to August 14, 2020. The transaction is also subject to dissenters rights limited. On June 10, 2020, Silvercorp Metals announced that it will not exercise its right to match the offer received from Zijin Mining Group Company. As of June 12, 2020, Zijin has also agreed to provide Guyana Goldfields with a $30 million secured loan facility to finance ongoing operations of the Aurora gold mine and to fund its other liquidity needs. The Board of Directors of Guyana unanimously approved the merger 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. On June 18, 2020, Ministry of Commerce of the People's Republic of China approved the transaction. On July 27, 2020, shareholders of Guyana Goldfields approved the transaction. On July 31, 2020, National Development and Reform Commission and State Administration of Foreign Exchange approved the transaction. On August 14, 2020, the Ontario Superior Court of Justice approved the acquisition, subjected to Guyana Goldfields placing additional funds in escrow pending the resolution of an unproven claim by a third party. The transaction is expected to close in August 2020. As on August 17, 2020, the transaction is expected to close by the end of August, 2020.

RBC Capital Markets and Stifel GMP acted as fairness opinion providers to Guyana Goldfields. RBC Capital Markets acted as financial advisor and Brian Graves and Brad Moore of Fasken Martineau DuMoulin LLP acted as legal advisers to Guyana Goldfield. Brett Kagetsu, Cyndi Laval, France Tenaille, Stuart Olley, Ian Macdonald, Timothy Ross, Steven Sofer, Max Brunette, Adam Chamberlain, Erin Runnalls and Peter Zhang of Credit Suisse Securities (Canada), Inc. acted as financial advisers to Zijin Mining Group in the transaction. Michael S.F. Watson, Cyndi Laval, Brett Kagetsu, France Tenaille, Stuart Olley, Ian Macdonald, Timothy Ross, Steven Sofer, Maxwell Brunette, Adam Chamberlain, Erin Runnalls and Peter Zhang of Gowling WLG (Canada) LLP acted as legal advisers to Zijin Mining Group in the transaction. Kingsdale Advisors is acting as a strategic shareholder and communications advisor and proxy solicitation agent for Guyana Goldfields. TSX Trust acted as depository bank to Guyana.

Zijin Mining Group Company Limited (SEHK:2899) completed the acquisition of Guyana Goldfields Inc. (TSX:GUY) from Silvercorp Metals Inc. (TSX:SVM) and others on August 25, 2020. All the required regulatory approvals were received and all the closing conditions were satisfied.