Whitehorse Gold Prices C$12.8 Million Marketed Offering Announces Concurrent C$1 Million Non-Brokered Offering - Seite 2

Silvercorp Metals Inc. (“Silvercorp”), an insider of the Company, is participating in the Brokered Offering by purchasing 4,000,000 Units at the Unit Offering Price.

In addition, the Company has granted the Agents an option, exercisable at the applicable issue price up to 48 hours prior to the Closing, to place up to an additional 15% of the number of Units or Flow-Through Units purchased pursuant to the Offering; provided that in no event shall gross proceeds raised under the Flow-Through portion of the Brokered Offering (including from sales under the Agents’ Option) exceed $5.5 million.

At Closing, the Agents are expected to be (a) paid an aggregate cash fee equal to 6% of the aggregate gross proceeds from the Brokered Offering and (b) issued agents warrants in an amount equal to 6% of the number of Units and Flow-Through Units sold under the Brokered Offering.

The Non-Brokered Offering is expected to be comprised of up to 266,666 Units and 375,000 Flow-Through Units for aggregate gross proceeds of up to C$1 million on the same terms and conditions as the Brokered Offering. The Company may pay finder’s fees on a portion of the Non-Brokered Offering.

The common shares of the Company issued under the flow-through portions of the Offerings will be issued as “flow-through shares” with respect to “Canadian exploration expenses” within the meaning of the Income Tax Act (Canada).  

The Company intends to use the net proceeds of the Offerings to support continued exploration of the Company’s Skukum Gold Project and for general corporate and working capital purposes.

The Offerings are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and any applicable securities regulatory authorities. All securities issued in connection with the Offerings will be subject to a four-month and one day hold period in Canada.

As insiders of the Company (including Silvercorp) are expected to participate in the Offerings and any such subscriptions will be considered to be related party transactions within the meaning of TSXV Policy 5.9 Protection of Minority Security Holders in Special Transactions which incorporates Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.