Adventus Provides Update on Arrangement with
Silvercorp
TORONTO, July 25,
2024 /CNW/ - Adventus Mining Corporation
("Adventus" or the "Company") (TSXV: ADZN) (OTCQX:
ADVZF) provides the following update on the constitutional
protective action filed against Ministry of Environment, Water, and
Ecological Transition of Ecuador
("MAATE"), and the office of the Attorney General of
Ecuador, on June 5, 2024, and accepted by the Court on
June 12, 2024 (the "Protective
Action").
The Company also provides an update on the status of plan of
arrangement (the "Arrangement") under the Canada Business
Corporations Act pursuant to the arrangement agreement dated
April 26, 2024 (the "Arrangement
Agreement") between Adventus and Silvercorp Metals Inc.
("Silvercorp").
The Protective Action challenged an environmental license issued
to the Company's Ecuadorian subsidiary, Curimining S.A.
("Curimining"), on January 19,
2024, in relation to the El Domo - Curipamba Project (the
"Project"). Curimining was named as an interested third
party in the Protective Action.
The Protective Action did not raise allegations about the
substance of the environmental permits issued in connection with
the Project. Instead, the Protective Action raised procedural
allegations about the sufficiency of the consultative process
followed by MAATE in issuing the permits. The Protective Action was
not accompanied by a precautionary measure that would seek to
enjoin Adventus from continuing construction on the Project while
the Protective Action was outstanding.
After the Protective Action was accepted by the Ecuadorian
Court, a group of community members supporting the Project was
added as an interested third party after the group submitted a
petition with close to 800 signatures.
The Court proceeding was carried out in the Judicial Unit of the
Canton of Las Naves, in Bolívar province of Ecuador, on July 23,
2024, and July 24, 2024.
Following the conclusion of the hearing on July 24, 2024, the Court issued a binding oral
ruling, rejecting the Protective Action. The Court concluded that
the consultative process followed by MAATE in issuing the permits
complied with applicable legal requirements. The Court will in due
course issue a written ruling reflecting the oral ruling issued on
July 24, 2024.
After the Court pronounced its ruling, the parties that filed
the Protective Action advised the Court of their intention to
appeal the Court's decision. The appeal will be heard by the
Provincial Court of Justice of Bolívar in due course. No date for
the appeal has been set.
As no precautionary measures were sought or granted, and as the
Protective Action was rejected by the Court, Adventus remains free
to continue construction on the Project.
As disclosed in the Company's July 5,
2024 press release, Silvercorp has advised Adventus that the
Protective Action was a Material Adverse Effect ("MAE") as
defined in the Arrangement Agreement, representing an unmet
condition to closing.
Adventus has rejected Silvercorp's contention that the
Protective Action constituted a MAE. Adventus has advised
Silvercorp that it must close the Arrangement by the "Outside Date"
under the Arrangement Agreement of July 31,
2024, failing which Adventus will take all necessary steps
to protect the interests of Adventus and its securityholders in
connection with the Arrangement.
On July 22, 2024, and on
July 24, 2024, Adventus advised
Silvercorp that it expected Silvercorp to close the Arrangement on
July 31, 2024. On July 24, 2024, Adventus advised Silvercorp that
Adventus intended to commence necessary pre-closing steps. In its
response to this advice on July 24,
2024, which was received before the Ecuadorian court
pronounced its ruling, Silvercorp advised that its position
continued to be that there was presently an MAE, and that
Silvercorp was not willing to close until there was no longer an
MAE.
While Adventus disagrees that the Protective Action constituted
a MAE, Adventus believes that Silvercorp's contention is untenable
following the Court's ruling rejecting the Protective Action.
Adventus will take all steps within its power to close the
Arrangement on July 31, 2024.
If Silvercorp fails to close the Arrangement on July 31, 2024, Adventus will seek appropriate
remedies in the Ontario Superior Court of Justice on account of
Silvercorp's breach of the Arrangement Agreement, including a claim
for specific performance of the Arrangement Agreement.
About Adventus
Adventus is an Ecuador-focused
copper-gold exploration and development company. Adventus is
advancing the majority-owned Curipamba copper-gold project, which
has a completed feasibility study on the shallow and high-grade El
Domo deposit. With the recent merger with Luminex Resources Corp.,
Adventus owns the Condor gold project and a large exploration
project portfolio that spans over 135,000 hectares – one of the
largest holdings in Ecuador. The
company's strategic shareholders include Silvercorp, Ross Beaty's Lumina Group, Altius Minerals
Corporation, Wheaton Precious Metals Corp., and significant
Ecuadorian investors.
This release contains certain "forward looking statements" and
certain "forward-looking information" as "defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes.
Forward-looking statements relate to future events or future
performance and reflect Adventus' expectations or beliefs regarding
future events. Forward-looking statements include, but are not
limited to: the discussions regarding strategies for the
development of El Domo; the adoption of a strategy and the timing
thereof; the obtaining of key approvals, permits and environmental
licensing approval for the El Domo and the timing thereof; the
start of construction at El Domo and the timing thereof; and the
timing and resolution of the Court. By their very nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, amongst
others, risks related to the exploration, development, production,
recoveries and other anticipated or possible future developments at
El Domo, including, without limitation, that exploration,
development and production activities will not occur or be as
anticipated and that environmental licensing will not be approved;
failure to obtain the environmental licensing approval for the El
Domo along with other key permits and approvals and to start
construction; the Court will not have a favourable ruling or in the
expected time period; and general economic, business and political
conditions.
Forward-looking information are based on Adventus management's
reasonable assumptions, estimates, expectations, analyses and
opinions, which are based on such management's experience and
perception of trends, current conditions and expected developments,
and other factors that management believes are relevant and
reasonable in the circumstances, but which may prove to be
incorrect. Such factors, among other things, include: business
integration risks; fluctuations in general macroeconomic
conditions; fluctuations in securities markets; fluctuations in
spot and forward prices of copper or certain other commodities;
change in national and local governments, legislation, taxation,
controls, regulations and political or economic developments; risks
and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected formations pressures, cave-ins and
flooding); discrepancies between actual and estimated metallurgical
recoveries; inability to obtain adequate insurance to cover risks
and hazards; the presence of laws and regulations that may impose
restrictions on mining; employee relations; relationships with and
claims by local communities and indigenous populations;
availability of increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development (including the risks of obtaining necessary licenses,
permits and approvals from government authorities); and title to
properties.
The Company undertakes no obligation to update forward-looking
information except as required by applicable law. Such
forward-looking information represents management's best judgment
based on the information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
Neither TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Adventus Mining Corporation