Source - Alliance News

Celsius Resources Ltd on Monday said Silvercorp Metals Inc has agreed to buy it, in exchange for Silvercorp shares, with Celsius shareholders set to receive shares in a new exploration company if the acquisition proceeds.

Celsius Resources is a copper-gold exploration and development company with operations in the Philippines, Namibia and Australia.

Celsius said Silvercorp has proposed to acquire all its shares for A$0.03 per share, or £0.016. The consideration in exchange would comprise 90% Silvercorp shares and 10% in cash.

Shares in Celsius Resources were trading 37% higher at 1.34 pence each in London on Monday. They were untraded at A$0.020 in Sydney, last traded on Thursday.

Celsius said the proposed acquisition is valued at approximately £30.2 million. If it is completed, Silvercorp will issue approximately 9.7 million shares at about £2.74 each.

Celsius anticipates that following the acquisition, Celsius shareholders will receive shares in SpinCo, a new exploration company, with one SpinCo share exchanged for every ten Celsius shares.

Silvercorp has agreed to invest £2.1 million in SpinCo, which has a market capitalisation of £16.0 million.

Silvercorp also has subscribed for £2.7 million in Celsius shares at £0.008 per share. The proceeds will primarily fund Celsius’ Maalinao-Caigutan-Biyog Copper-Gold Project in the Philippines.

‘This a positive step and timely development for Celsius and its subsidiaries. We are happy to have received an offer from Silvercorp which shares Celsius’ corporate values and our vision to develop mining projects in a sustainable, inclusive and responsible manner,’ commented Julito Sarmiento, Celsius’ executive chair.

‘Together, we have the potential to demonstrate and realise our commitments to all our shareholders and stakeholders to see the development of Celsius’ mineral assets, particularly our flagship MCB copper-gold project with the Balatoc indigenous community in Kalinga, Philippines, through fruition.’

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