Contents
ITEM 1 |
GENERAL |
3 |
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1.1 |
Date of Information |
3 |
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1.2 |
Forward Looking Statements |
3 |
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1.3 |
Cautionary Note to U.S. Investors Concerning
Preparation of Mineral Resource and Mineral Reserve Estimates |
4 |
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1.4 |
Currency and Financial Information |
5 |
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1.5 |
Non-IFRS Measures |
5 |
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ITEM 2 |
CORPORATE STRUCTURE |
7 |
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2.1 |
Names, Addresses and Incorporation |
7 |
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2.2 |
Intercorporate Relationships |
8 |
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ITEM 3 |
GENERAL DEVELOPMENT OF THE BUSINESS |
10 |
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3.1 |
Business of Silvercorp |
10 |
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3.2 |
Three Year History |
10 |
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ITEM 4 |
DESCRIPTION OF THE BUSINESS |
16 |
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4.1 |
General |
16 |
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4.2 |
Corporate Governance, Safety, Environment
and Social Responsibility |
19 |
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4.3 |
Laws and Regulations Related to Mining
and Foreign Investment in China |
21 |
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4.4 |
Risk Factors |
26 |
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ITEM 5 |
MINERAL PROPERTIES |
44 |
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5.1 |
Ying Mining District, Henan Province,
China |
44 |
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5.2 |
GC Mine |
69 |
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ITEM 6 |
DIVIDENDS AND DISTRIBUTIONS |
81 |
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ITEM 7 |
DESCRIPTION OF CAPITAL STRUCTURE |
82 |
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ITEM 8 |
MARKET FOR SECURITIES |
82 |
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ITEM 9 |
ESCROWED SECURITIES |
83 |
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ITEM 10 |
DIRECTORS AND OFFICERS |
84 |
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ITEM 11 |
AUDIT COMMITTEE |
86 |
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ITEM 12 |
PROMOTERS |
88 |
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ITEM 13 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS |
88 |
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ITEM 14 |
INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS |
88 |
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ITEM 15 |
TRANSFER AGENTS AND REGISTRARS |
88 |
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ITEM 16 |
MATERIAL CONTRACTS |
88 |
ITEM 17 |
INTERESTS OF EXPERTS |
89 |
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ITEM 18 |
ADDITIONAL INFORMATION |
91 |
All information in this Annual Information Form (“AIF”)
is as of March 31, 2023, unless otherwise indicated.
1.2 | Forward Looking Statements |
Certain statements and information in this AIF
for Silvercorp Metals Inc. (“Silvercorp” or the “Company”) constitute “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and also are “forward-looking information”
within the meaning of applicable Canadian provincial securities laws (collectively, “forward-looking statements or information”).
Forward-looking statements or information include, but are not limited to, information concerning mineral resource and mineral reserve
estimates to the extent that they involve estimates of the mineralization that will be encountered if the property is developed, any
statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”,
“is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategies”, “targets”, “goals”, “forecasts”,
“objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will”
be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact
and may be forward-looking statements or information. Forward-looking statements or information relate to, among other things: the price
of silver, lead, zinc and other metals; the accuracy of mineral resource and mineral reserve estimates at the Company’s material
properties; estimated production from the Company’s mines in the Ying Mining District (defined herein) and from the GC Mine; availability
of funds from production to finance the Company’s operations; access to and availability of funding for future construction and
development of the Company’s properties or for acquisitions; future profitability, cash flow, growth, mine life, dividends, mergers
or acquisition, and other forecasts and predictions with respect to the Company and its properties.
Forward-looking statements are based on the opinions,
assumptions, factors and estimates of management considered reasonable at the date the statements are made. The opinions, assumptions,
factors and estimates which may prove to be incorrect, include, but are not limited to: the specific assumptions set forth in this AIF,
or incorporated by reference herein; the expectations and beliefs of management; that prices for minerals, particularly silver, gold,
lead and zinc remain consistent with the Company’s expectations; that there are no significant disruptions affecting operations,
including labour disruptions, supply disruptions, power disruptions, security disruptions, damage to or loss of equipment, whether due
to flooding, political changes, title issues, intervention by local communities, environmental concerns, pandemics (including COVID-19)
or otherwise; that operations, development and exploration at the Company’s projects proceed on a basis consistent with expectations
and the Company does not change its development and exploration plans and forecasts; that prices for key mining supplies, including labour
costs and consumables remain consistent with the Company’s current expectations; that plant, equipment and processes will operate
as anticipated; that there are no material variations in the current tax and regulatory environment or the tax positions taken by the
Company; that the Company will maintain access to surface rights; that the Company will be able to obtain and maintain government approvals,
permits and licenses in connection with its current and planned operations, development and exploration activities; that the Company
is able to meet current and future obligations; and that the Company can access adequate financing, appropriate equipment and sufficient
labour, all at acceptable rates.
Forward-looking statements or information are
subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ
from those reflected in the forward-looking statements
or information, including, without
limitation, risks relating to the matters described in this AIF under Item 4.4 Risk Factors under the following headings:
fluctuating commodity prices; recent market events and condition; estimation of mineral resources, mineral reserves and
mineralization and metal recovery; interpretations and assumptions of mineral resource and mineral reserve estimates; exploration
and development programs; climate change; economic factors affecting the Company; timing, estimated amount, capital and operating
expenditures and economic returns of future production; integration of future acquisitions into existing operations; permits and
licences for mining and exploration in China; title to properties; non-controlling interest shareholders; acquisition of
commercially mineable mineral rights; financing; competition; operations and political conditions; regulatory environment in China;
regulatory environment and political climate in Bolivia; regulatory environment in Mexico; environmental risks; natural disasters;
dependence on management and key personnel; foreign exchange rate fluctuations; insurance; risks and hazards of mining operations;
conflicts of interest; internal control over financial reporting as per the requirements of the Sarbanes-Oxley Act; outcome of
current or future litigation or regulatory actions; bringing actions and enforcing judgments under U.S. securities laws;
cyber-security risks; COVID-19; the Company’s investment in New Pacific Metals Corp and in Tincorp Metals Inc. (formerly
Whitehorse Gold Corp.).
This list of risk factors described in this AIF
and the Company’s other disclosure documents are not exhaustive of the factors that may affect any of the Company’s forward-looking
statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated,
estimated, described or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Forward-looking statements or information involve
statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions
may differ materially from those reflected in the forward-looking statements or information due to a variety of risks, uncertainties
and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere.
The Company’s forward-looking statements
and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this AIF, and other
than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information
if circumstances or management’s assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting
such statements or information. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable
as of the date of this AIF, forward-looking statements are not guarantees of future performance. For the reasons set forth above, investors
should not place undue reliance on forward-looking statements and information.
1.3 | Cautionary Note to U.S. Investors Concerning Preparation of Mineral Resource and Mineral
Reserve Estimates |
Unless otherwise indicated, all reserve and resource
estimates included in this AIF and the documents incorporated by reference herein have been prepared in accordance with Canadian National
Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy
and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes
standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards,
including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”), including under subpart 1300 of Regulation S-K (the “SEC Modernization Rules”).
Accordingly, reserve and resource information and other technical and scientific information included herein may not be comparable to
similar information disclosed by U.S. companies.
1.4 | Currency and Financial Information |
The Company’s financial results are prepared
and reported in accordance with International Financial Reporting Standards as issued by the International Standards Board (“IFRS”)
and are presented in United States dollars.
The symbol “CAD$” denotes lawful
money of Canada and “RMB” denotes lawful money of the People’s Republic of China. The following table sets forth, for
each of the periods indicated, the year-end exchange rate, the average closing rate and the high and low closing exchange rates for one
Canadian dollar expressed in U.S. dollar, as quoted by the Bank of Canada:
| |
Years Ended March 31, | |
| |
2023 | | |
2022 | | |
2021 | |
High | |
| 0.8031 | | |
| 0.8306 | | |
| 0.8029 | |
Low | |
| 0.7217 | | |
| 0.7727 | | |
| 0.7034 | |
Average | |
| 0.7565 | | |
| 0.7980 | | |
| 0.7575 | |
Period End | |
| 0.7389 | | |
| 0.8003 | | |
| 0.7952 | |
The following table sets forth, for each of the
periods indicated, the year-end exchange rate, the average closing rate and the high and low closing exchange rates for one Canadian
dollar expressed in Chinese Renminbi (“RMB”), as quoted by the Bank of Canada:
| |
Years Ended March 31, | |
| |
2023 | | |
2022 | | |
2021 | |
High | |
| 5.3937 | | |
| 5.3333 | | |
| 5.2854 | |
Low | |
| 4.9900 | | |
| 4.9116 | | |
| 4.9950 | |
Average | |
| 5.1809 | | |
| 5.1210 | | |
| 5.1285 | |
Period End | |
| 5.0761 | | |
| 5.0736 | | |
| 5.2110 | |
This AIF refers to alternative performance (non-IFRS)
measures, such as cash cost per ounce of silver, net of by-product credits, all-in & all-in sustaining cost per ounce of silver,
net of by-product credits, production cost per tonne, and all-in sustaining production costs per tonne. Readers should refer to the section
entitled “Alternative Performance (Non-IFRS) Measures” in our management’s discussion and analysis for the year ended
March 31, 2023, for a detailed description and reconciliation of these non-IFRS measures.
Per Ounce Measures – Cash Costs and AISC
Cash costs and all-in sustaining costs (“AISC”)
per ounce of silver, net of by-product credits, are non-IFRS measures. The Company produces by-product metals incidentally to its silver
mining activities. The Company has adopted the
practice of calculating a performance measure with the net costs of producing an ounce
of silver, its primary payable metal, after deducting revenues gained from incidental by-product production. This performance measure
has been commonly used in the mining industry for many years and was developed as a relatively simple way of comparing the net production
costs of the primary metal for a specific period against the prevailing market price of such metal.
Cash costs is calculated by deducting revenue
from the sales of all metals other than silver and is calculated per ounce of silver sold.
AISC is an extension of the “cash costs”
metric and provides a comprehensive measure of the Company’s operating performance and ability to generate cash flows. AISC has
been calculated based on World Gold Council (“WGC”) guidance released in 2013 and updated in 2018. The WGC is not a regulatory
organization and does not have the authority to develop accounting standards for disclosure requirements.
AISC is based on the Company’s cash costs,
net of by-product sales, and further includes general and administrative expense, mineral resources tax, government fees and other taxes,
reclamation cost accretion, lease liability payments, and sustaining capital expenditures. Sustaining capital expenditures are those
costs incurred to sustain and maintain existing assets at current productive capacity and constant planned levels of production output.
Excluded are non-sustaining capital expenditures, which result in a material increase in the life of assets, materially increase resources
or reserves, productive capacity, or future earning potential, or significant improvement in recovery or grade, or which do not relate
to the current production activities. The Company believes that this measure represents the total sustainable costs of producing silver
from current operations and provides additional information about the Company’s operational performance and ability to generate
cash flows.
Per Tonne Measures – Cash Costs and AISC
The Company uses costs per tonne of ore processed
to manage and evaluate operating performance at each of its mines. Costs per tonne of ore processed is calculated based on total production
costs on a sales basis, adjusted for changes in inventory, to arrive at total production costs that relate to ore production during the
period. These total production costs are then further divided into mining costs, shipping costs, and milling costs. Mining costs includes
costs of material and supplies, labour costs, applicable mine overhead costs, and mining contractor costs for mining ore; shipping costs
includes freight charges for shipping stockpile ore from mine sites and mill sites, and milling costs include costs of materials and
supplies, labour costs, and applicable mill overhead costs related to ore processing. Mining costs per tonne is the mining costs divided
by the tonnage of ore mined, shipping cost per tonne is the shipping costs divided by the tonnage of ore shipped from mine sites to mill
sites; and milling costs per tonne is the milling costs divided by the tonnage of ore processed at the mill. Costs per tonne of ore processed
are the total of per tonne mining costs, per tonne shipping costs, and per tonne milling costs.
All-in sustaining production costs per tonne
is an extension of the production costs per tonne and provides a comprehensive measure of the Company’s operating performance
and ability to generate cash flows. All-in sustaining production costs per tonne is based on the Company’s production costs,
and further includes general and administrative expenses, government fees and other taxes, reclamation cost accretion, lease
liability payments, and sustaining capital expenditures. The Company believes that this measure represents the total sustainable
costs of processing ore from current operations and provides additional information about the Company’s operational
performance and ability to generate cash flows.
ITEM
2 CORPORATE STRUCTURE
2.1 | Names, Addresses and Incorporation |
Silvercorp was formed as Spokane Resources Ltd.
pursuant to an amalgamation of Julia Resources Corporation and MacNeill International Industries Inc. under the Company Act (British
Columbia) on October 31, 1991. By a special resolution dated October 5, 2000, Spokane Resources Ltd. consolidated its share capital on
a ten for one basis and altered its Memorandum and Articles of Incorporation by changing its name to “SKN Resources Ltd.”
At the Company’s Annual and Special General Meeting held on October 20, 2004, the shareholders approved an increase to the Company’s
authorized capital to an unlimited number of common shares (each, a “Common Share”) and adopted new Articles consistent with
the transition to the Business Corporations Act (British Columbia) and passed a special resolution to change the Company’s name.
On May 2, 2005, the Company filed a Notice of Alteration with the British Columbia Registrar of Companies changing its name from “SKN
Resources Ltd.” to “Silvercorp Metals Inc.” The head office, principal address and registered and records office of
the Company is located at 1750 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1. The Company’s shares are
listed for trading on the Toronto Stock Exchange (the “TSX”) and the NYSE American, LLC (“NYSE American”), both
under the symbol “SVM”. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.
2.2 | Intercorporate Relationships |
The chart set out below illustrate the corporate structure of the
Company and its material subsidiaries, their respective jurisdictions of incorporation, the percentage of voting securities held and
their respective interest in the Company’s material mining properties.
The Company is the sole shareholder of Fortune
Mining Limited (“Fortune”) which was incorporated under the laws of BVI on August 23, 2002, to be the holding company of
several other subsidiaries which are parties to agreements relating to mineral properties in China. Fortune owns 100% of the following
material subsidiary companies:
| (a) | Victor Mining Ltd. (“Victor Mining”) was incorporated
on October 23, 2003, under the laws of BVI and continued into Barbados on August 27, 2009, and back to the BVI on March 18, 2016. Victor
Mining is a party to a cooperative agreement under which it has earned a 77.5% interest in Henan Found Mining Co. Ltd. (“Henan
Found”), the Chinese company holding, among other assets: (i) the Ying Property’s flagship silver- lead-zinc project (the
“SGX Mine”) and a satellite silver-lead mine (the “HZG Mine”) located approximately 5 km south of the SGX Mine;
(ii) a silver-lead mine in Tieluping (“TLP Mine”) approximately 11 km south east of the SGX Mine; (iii) a silver-gold-lead-zinc
mine in Haopinggou (the “HPG” Mine) northeast of the SGX Mine; (iv) a silver-lead-zinc mine in Longmen EAST (“LME Mine”)
approximately 12 km to southeast of the SGX Mine; (v) a silver-lead-zinc mine in Longmen West (the “LMW Mine”) approximately
2.4 km to the west of the LME Mine; and (vi) a development project in Dong Cao Gou (the “DCG Mine”), each in Henan Province.
Henan Found holds a 100% interest of Henan Xinbaoyuan Mining Co. Ltd., which holds a 100% interest in the Kuanping silver-lead-zinc-gold
project (the “Kuanping project”). |
| (b) | Victor Resources Ltd. (“Victor Resources”) was
incorporated on May 30, 2003, under the laws of the BVI and is a party to a cooperative agreement under which it earned an 80% interest
in Henan Huawei Mining Co. Ltd. (“Henan Huawei”), the Chinese company, through agreements with Henan Found, holding a 100%
beneficial interest in the HPG Mine and the LME Mine. |
| (c) | Yangtze Mining Ltd. (“Yangtze Mining”) was incorporated
on February 11, 2002, under the laws of the BVI. It holds a 100% interest in Yangtze Mining (H.K.) Ltd. (“Yangtze Mining HK”).
Yangtze Mining HK holds a 95% interest in Guangdong Found Mining Co. Ltd. (“Guangdong Found”), a company incorporated on
October 26, 2008, under the laws of the People’s Republic of China, that holds a 100% interest in the silver-lead-zinc exploration
mine in Gaocheng (the “GC Mine”, “GC”, or “Gaocheng”) in Guangdong Province. In October 2018, Silvercorp
Metals (China) Inc., a wholly owned subsidiary of the Company, acquired an additional 4% interest in Guangdong Found, and as a result,
the Company now beneficially owns a 99% interest in Guangdong Found. |
| (d) | Fortune Copper Limited was incorporated on August 23, 2002,
under the laws of the BVI. It holds a 100% interest in Wonder Success Limited, a Hong Kong company which has a 70% equity interest in
Xinshao Yun Xiang Mining Co. Ltd. (“Yunxiang”), which owns the BYP gold, lead, and zinc mine in Hunan Province (the “BYP
Mine”). The BYP Mine is currently under care and maintenance. |
The Company also holds a 46.15% interest in New
Infini Silver Inc. (“New Infini”), which was incorporated on October 13, 2020, under the laws of the Province of British
Columbia. New Infini holds a 100% interest in the La Yesca silver project (the “La Yesca Project”).
The Company’s operations in China are largely
conducted through equity joint ventures, over which the Company has control. See “Item 4 General Description of Business, 4.2 Chinese
Mining Law”.
ITEM
3 GENERAL DEVELOPMENT OF THE BUSINESS
3.1 | Business of Silvercorp |
Silvercorp is a Canadian mining company producing
silver, gold, lead, zinc, and other metals with a long history of profitability and growth potential. The Company’s strategy is
to create shareholder value by focusing on generating free cashflow from long life mines; organic growth through extensive drilling for
discovery; ongoing merger and acquisition efforts to unlock value; and long-term commitment to responsible mining and sound environmental,
social, and governance (“ESG”). Silvercorp operates several silver-lead- zinc mines at the Ying Mining District in Henan
Province, China and the GC silver-lead-zinc mine in Guangdong Province, China.
Silvercorp has been acquiring, exploring, developing,
and operating mineral properties in China since 2003. Production at the SGX Mine at the Ying Mining District commenced on April 1, 2006,
and since that time, several of the Company’s other properties at the Ying Mining District in Henan Province, China also commenced
production. In addition, the Company’s GC Mine commenced production in July 2014.
| (a) | Overview of Key Developments |
| i. | Fiscal 2023 (year ended March 31, 2023) |
For the year ended March 31, 2023 (“Fiscal
2023”), on a consolidated basis, the Company mined 1,068,983 tonnes of ore and milled 1,072,654 tonnes of ore, both up 7% compared
to 996,280 tonnes of ore mined and 1,002,335 tonnes of ore milled in the year ended March 31, 2022 (“Fiscal 2022”).
In Fiscal 2023, the Company reported revenue of $208.1 million down 4% compared to $217.9 million in Fiscal 2022; cash flow provided
by operating activities of $85.6 million, down $21.7 million compared to $107.4 million in the prior year; and net income attributable
to equity holders of the Company of $20.6 million, or $0.12 per share, compared to net income equity holders of the Company of $30.6
million or $0.17 per share in Fiscal 2022.
On August 25, 2021, the Company announced
a normal course issuer bid (“NCIB”) which allowed the Company to acquire up to 7,054,000 common shares of the Company,
representing approximately 4% of the common shares issued and outstanding as of August 22, 2021 (“2021 NICB”). This
2021 NCIB program was valid from August 27, 2021, to August 26, 2022. On August 24, 2022, the Company announced another NCIB which allowed
it to acquire up to 7,079,407 common shares of the Company, representing approximately 4% of the common shares issued and outstanding
as of August 16, 2022 (“2022 NICB”). This 2022 NCIB program is valid from August 29, 2022, to August 28, 2023. Purchase
will be made at the discretion of the directors at prevailing market prices, through the facilities of the TSX, the NYSE American, and
alternative trading systems in Canada and the United States, in compliance with the regulatory requirements. The Company purchased and
cancelled 838,237 shares in Fiscal 2023, and subsequent to March 31, 2023, the Company did not purchase any shares under this NCIB program.
On November 7, 2022, the Company filed
an updated National Instrument (“NI”) 43-101 Technical Report on the Mineral Resources and Mineral Reserves for the Ying
Mining District (“The Ying 2022 Technical Report “) prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”).
The Ying 2022 Technical Report has an effective date of September 20, 2022 and covers all the mines in the Ying Mining District in Henan
Province, China, namely the SGX, HZG, HPG, TLP, LME, LMW and DCG underground mines. The Ying 2022 Technical
Report reflected a 3% increase
in total Proven and Probable Mineral Reserves compared to the previous Technical Report of the Ying Mining District with effective date
of July 31, 2020. The changes in total contained metal for silver, gold, lead, and zinc are -3%, +110%, -9% and -24% respectively. These
Mineral Reserves are on top of approximately 11 million ounces of silver produced between January 2020 and December 2021.
In December 2022, the Company’s
Kuanping Silver-Lead-Zinc-Gold Project (“Kuanping Project”) received a mining license (the “Kuanping Mining License”)
from the Department of Natural Resources, Henan Province, China. The Kuanping Mining License covers 6.97 square kilometres and is valid
until March 13, 2029.
In Fiscal 2023, the Company completed
the review and evaluation on the results of the drill program completed in Fiscal 2022. The Company does not plan to undertake further
significant work at the La Yesca Project in the near future. As a result, the decision was taken to impair fully the value of the La
Yesca Project and recognized an impairment charge of $20.2 million in the consolidated statements of income.
| ii. | Fiscal 2022 (year ended March 31, 2022) |
In Fiscal 2022, on a consolidated basis,
the Company mined 996,280 tonnes of ore, an increase of 3% or 31,355 tonnes of ore, compared to 964,925 tonnes in the year ended March
31, 2021 (“Fiscal 2021”). In Fiscal 2022, the Company reported revenue of $217.9 million, up 13% compared to $192.1 million
in Fiscal 2021; cash flow provided by operating activities of $107.4 million, up 25% or $21.5 million compared to $85.9 million in Fiscal
2021; and net income attributable to equity holders of the Company of $30.6 million, or $0.17 per share, compared to net income attributable
to equity holders of the Company of $46.4 million, or $0.27 per share.
In October 2021, the Company, through
a 100% owned subsidiary of Henan Found, won an online open auction to acquire a 100% interest in the Kuanping Project. The transaction
was successfully completed in November 2021 for a total consideration of $13.1 million, comprised of approximately $11.4 million in cash
(RMB ¥73.5 million) plus the assumption of approximately $2.0 million (RMB ¥13.3 million) of debt, and net of $0.3 million cash
received. The acquisition was through the acquisition of a 100% interest in the shares of Shanxian Xinbaoyuan Mining Co. Ltd. (“Xinbaoyuan”),
an affiliate of a Henan Provincial government-controlled company located in Sanmenxia City, Henan Province. The material asset held by
Xinbaoyuan is the Kuanping Project, which is located in Shanzhou District, Sanmenxia City, Henan Province, China, approximately 33 km
north of the Ying Mining District. The Kuanping Project covers an area of 12.39 km², being approximately 3 km wide (east-west) and
5 km long (north-south).
In October 2021, the Company filed
an updated NI 43-101 Technical Report on the GC Mine with an effective date of March 31, 2021 (Mineral Resources and Mineral Reserves
effective December 31, 2020) prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”). Despite the production depletion,
the Technical Report reflected an 8% increase in tonnage of combined Proven and Probable Mineral Reserves compared to the Mineral Reserves
estimated in the previous Technical Report of the GC Mine with effective date of June 2019.
On August 25, 2021, the Company announced
the 2021 NCIB which allowed it to acquire up to 7,054,000 common shares of the Company, representing approximately 4% of the common shares
issued and outstanding as of August 22, 2021. This NCIB program was valid from August 27, 2021, to August 26, 2022. The Company did not
purchase any of its own shares in Fiscal 2022.
| iii. | Fiscal 2021 (year ended March 31, 2021) |
In Fiscal 2021, on a consolidated basis,
the Company mined 964,925 tonnes of ore, an increase of 9% or 79,095 tonnes of ore, compared to 885,830 tonnes in the year ended March
31, 2020. In Fiscal 2021, the Company reported revenue of $192.1 million, up 21%, compared to $158.8 million in the prior year; cash
flow provided by operating activities of $85.9 million up, 11% or $8.7 million compared to $77.2 million in the prior year; and net income
attributable to equity holders of the Company was $46.4 million, or $0.27 per share.
In December 2020, the Company and its
subsidiary, New Infini, entered into a framework agreement with various arm’s length vendors (the “Vendors”), whereby
New Infini agreed to acquire a 100% interest in the La Yesca Project through the indirect purchase of all of the issued and outstanding
shares of Infini Resources, S.A. de C.V., a Mexican company which owns the La Yesca Project. The La Yesca Project is a silver-polymetallic,
epithermal-type project located approximately 100 km (185 m by road) northwest of Guadalajara, the second-largest city in Mexico. The
concessions comprising the La Yesca Project cover an area of approximately 47.7 km2. In January 2021, New Infini completed a private
placement and raised$4.0 million by issuing 8,000,000 shares of New Infini at $0.50 per share. The Company purchased an additional 3,000,000
shares for $1.5 million.
In December 2020, the Company, through
its subsidiary, Henan Found, won an online auction to acquire the exploration rights to the Zhonghe Silver Project (the “Zhonghe
Project”) from the Henan provincial government. The Zhonghe Project covers an area of 4.96 square km, approximately 50 km (75 km
by road) northeast of the Company’s Ying Mining District, also located in Luoning County. The final winning bid submitted by the
Company was approximately $76.0 million (RMB¥495.0 million). The acquisition was subject to the national security clearance by the
relevant Chinese authorities. Subsequent to Fiscal 2021, the Company withdrew its application for the national security clearance and
the acquisition was terminated.
In November 2020, the Company acquired
a 26.99% interest in Tincorp Metals Inc. (formerly Whitehorse Gold Corp.) (“Tincorp”), as a result of (a) receiving 5,740,285
Tincorp common shares under a spin-out transaction completed by New Pacific Metals Corp. (“New Pacific Metals”), and (b)
subscribing for 5,774,000 Tincorp common shares under a private placement at a total of $1.3 million.
In June 2020, the Company participated
in an underwritten offering of common shares of New Pacific Metals and acquired an additional 1,320,710 common shares of New Pacific
Metals for a cost of $5.8 million to maintain its ownership interest.
In April 2020, the Company entered
into a definitive agreement with Guyana Goldfields Inc. (“Guyana Goldfields”), subsequently amended on May 16, 2020 (collectively,
the “Arrangement Agreement”) to acquire all of the issued and outstanding shares of Guyana Goldfields. On June 10, 2020,
Guyana Goldfields terminated the Arrangement Agreement and paid the Company a break fee of $6.5 million. The Company also realized a
gain of $15.4 million on the disposal of the Guyana Goldfields’ common shares in Fiscal 2021.
The following table summarizes the total metal produced, on a consolidated
basis, in the past three years.
| |
Years Ended March 31 | |
| |
2023 | | |
2022 | | |
2021 | |
Silver (‘000s ounces) | |
| 6,617 | | |
| 6,149 | | |
| 6,331 | |
Gold (‘000s ounces) | |
| 4.4 | | |
| 3.4 | | |
| 4.7 | |
Lead (‘000s pounds) | |
| 68,068 | | |
| 64,431 | | |
| 68,430 | |
Zinc (‘000s pounds) | |
| 23,463 | | |
| 26,812 | | |
| 28,011 | |
Ying Mining District
The Ying Mining District is the Company’s
primary source of production, and consists of four mining licenses, including the SGX-HZG, HPG, TLP-LME-LMW, and DCG mines.
In Fiscal 2023, a total of 769,024 tonnes of
ore were mined and 773,057 tonnes of ore were milled at the Ying Mining District, both up 13% compared to 681,398 tonnes mined and 684,293
tonnes milled in Fiscal 2022.
Average head grades of ore processed were 261
g/t for silver, 3.8% for lead, and 0.7% for zinc compared to 272 g/t for silver, 3.9% for lead, and 0.8% for zinc in Fiscal 2022.
Metals produced at the Ying Mining District were
approximately 6.0 million ounces of silver, 4,400 ounces of gold, 60.3 million pounds of lead, and 7.2 million pounds of zinc, up 9%,
29%, 10%, and 6%, respectively, compared to 5.5 million ounces of silver, 3,400 ounces of gold, 54.9 million pounds of lead, and 6.8
million pounds of zinc in Fiscal 2022.
In Fiscal 2023, the mining costs at the Ying
Mining District were $78.63 per tonne, down 4% compared to $81.98 in the Fiscal 2022, while the milling costs were $11.76 per tonne,
down 3% compared to $12.10 in Fiscal 2022. The decrease was mainly due to the depreciation of the Chinese yuan against the US dollar
partially offset by the inflation factors.
Correspondingly, the production costs per tonne
of ore processed were $94.07, down 4% compared to $97.76 in Fiscal 2022, while the all-in sustaining costs per tonne of ore processed
was $146.59, down 1% compared to $147.52 in Fiscal 2022.
The cash costs per ounce of silver, net of by-product
credits, at the Ying Mining District were $0.88, down 8% compared to $0.96 in Fiscal 2022. The decrease was mainly due to the decrease
in per tonne production costs and the increase in silver production, resulting in lower costs per ounce of silver. The all-in sustaining
costs per ounce of silver, net of by-product credits was $8.29, up 5% compared to $7.93 in Fiscal 2022. The increase was mainly due to
an increase of $7.3 million in sustaining capital expenditures.
GC Mine
In Fiscal 2023, a total of 299,959 tonnes of
ore were mined and 299,597 tonnes were milled at the GC Mine, down 5% and 6%, respectively, compared to 314,882 tonnes mined and 318,042
tonnes milled in Fiscal 2022. The decrease can be attributed mainly to the upgrades made to the ventilation and electric power facilities
at the GC Mine to comply with newly implemented safety production regulations. These improvements impacted operations during the second
quarter but were completed in the third quarter.
Average head grades of ore milled were 75 g/t
for silver, 1.3% for lead, and 2.8% for zinc compared to 75 g/t for silver, 1.5% for lead, and 3.2% for zinc in Fiscal 2022.
Metals produced at the GC Mine were approximately
593 thousand ounces of silver, 7.8 million pounds of lead, and 16.3 million pounds of zinc, down 7%, 18%, and 19%, respectively, compared
to 640 thousand ounces of silver, 9.5 million pounds of lead, and 20.0 million pounds of zinc in Fiscal 2022. The decrease was mainly
due to the decrease in ore production and lower lead and zinc head grades achieved.
The mining costs at the GC Mine were $41.36 per
tonne, up 2% compared to $40.59 in Fiscal 2022, and the milling costs were $16.93 per tonne, up 4% compared to $16.31 in Fiscal 2022.
The increase was mainly due to higher per tonne fixed overhead costs allocation resulting from the decrease in ore production.
Correspondingly, the production costs per tonne
of ore processed were $58.29, up 2% compared to $56.90 in Fiscal 2022. The all-in sustaining production costs per tonne of ore processed
were $83.33, up 5% compared to $79.56 in Fiscal 2022.
In Fiscal 2023, the cash costs per ounce of silver,
net of by-product credits, at the GC Mine, were negative $13.72, up 34% compared to negative $20.91 in Fiscal 2022. The all-in sustaining
costs per ounce of silver, net of by-product credits, were $0.50, compared to negative $8.07 in Fiscal 2022. The increase was mainly
due to a decrease of $6.3 million in by-product credits and the decrease in silver production, resulting in higher per-ounce costs.
Kuanping Project
In October 2021, the Company, through a 100%
owned subsidiary of Henan Found, won an online open auction to acquire a 100% interest in the Kuanping silver-lead-zinc-gold project
(the “Kuanping Project”). The transaction was successfully completed in November 2021 for a total consideration of $13.1
million, comprised of approximately $11.4 million in cash (RMB ¥73.5 million) plus the assumption of approximately $2.0 million (RMB
¥13.3 million) of debt, and net of $0.3 million cash received. The acquisition was through the acquisition of a 100% interest in
the shares of Shanxian Xinbaoyuan Mining Co. Ltd. (“Xinbaoyuan”), an affiliate of a Henan Provincial government-controlled
company located in Sanmenxia City, Henan Province. The material asset held by Xinbaoyuan is the Kuanping Project.
The Kuanping Project is located in Shanzhou District,
Sanmenxia City, Henan Province, China, approximately 33 km north of the Ying Mining District.
In December 2022, the Company’s Kuanping
Project received the Kuanping Mining License from the Department of Natural Resources, Henan Province, China. The Kuanping Mining License
covers 6.97 square kilometres and is valid until March 13, 2029.
BYP Mine
The BYP Mine was placed on care and maintenance
in August 2014 due to the required capital upgrades to sustain ongoing production and the market environment. The Company is conducting
activities to apply for a new mining license, but the process has taken longer than expected. No guarantee can be given that the new
mining licenses for the BYP Mine will be issued, or if they are issued, that they will be issued under reasonable operational and/or
financial terms, or in a timely manner, or that the Company will be in a position to comply with all conditions that are imposed.
La Yesca Project
In Fiscal 2023, the Company completed the review
and evaluation on the results of the drilling program completed in Fiscal 2022. The Company does not plan to undertake further significant
work on the La Yesca Project in the near future. As a result, the decision was taken to impair fully the value of the La Yesca Project
and recognize an impairment charge of $20.2 million during the quarter ended September 30, 2022.
| (c) | Capitalized Exploration and Development Expenditures |
Ying Mining District
In Fiscal 2023, a total of 249,407 metres or
$9.1 million worth of diamond drilling were completed (Fiscal 2022– 351,458 metres or $15.6 million), of which approximately 124,874
metres or $3.4 million worth of diamond drilling were expensed as part of mining costs (Fiscal 2022– 216,068 metres or $5.0 million)
and approximately 124,533 metres or $5.7 million worth of diamond drilling were capitalized (Fiscal 2022– 135,390 metres or $10.6
million). In addition, approximately 32,870 metres or $12.5 million worth of mining preparation tunnels were completed and expensed as
part of mining costs (Fiscal 2022– 25,134 metres or $9.9 million), and approximately 69,049 metres or $30.0 million worth of horizontal
tunnels, raises, ramps, and declines were completed and capitalized (Fiscal 2022– 60,311 metres or $26.7 million).
GC Mine
In Fiscal 2023, approximately 65,399 metres or
$2.2 million worth of diamond drilling were completed (Fiscal 2022– 66,699 metres or $2.5 million), of which approximately 43,375
metres or $1.3 million worth of diamond drilling were expensed as part of mining costs (Fiscal 2022– 60,382 metres or $2.2 million)
and approximately 22,024 metres or $0.8 million of drilling were capitalized (Fiscal 2022– 6,317 metres or $0.2 million). In addition,
approximately 7,071 metres or $2.1 million of mining preparation tunnels were completed and expensed as part of mining costs (Fiscal
2022– 6,167 metres or $1.7 million), and approximately 12,722 metres or $4.0 million of horizontal tunnels, raises, and declines
were completed and capitalized (Fiscal 2022– 13,751 metres or $4.3 million).
Kuanping Project
In Fiscal 2023, a total of 8,485 metres or $0.9
million worth of drilling were completed and capitalized at the Kuanping Project.
ITEM
4 DESCRIPTION OF THE BUSINESS
Silvercorp’s principal products and its
sources of sales are silver-bearing lead and zinc concentrates. At present, Silvercorp sells all its products to local smelters or companies
in the mineral products trading business.
For each of the Company’s two most recently
completed fiscal years, revenues for each category of products that accounted for 10% or more of total consolidated revenues are as follows:
| |
Years ended March 31, | |
In 000s’ US$ | |
2023 | | |
2022 | |
Silver (Ag) | |
| 113,592 | | |
| 121,273 | |
Lead (Pb) | |
| 56,843 | | |
| 57,090 | |
Zinc (Zn) | |
| 24,823 | | |
| 28,842 | |
Additional information is provided in the Company’s
financial statements and management’s discussion and analysis for its most recently completed fiscal year.
The mining industry is intensely competitive,
and the Company competes with many companies possessing similar or greater financial and technical resources. The Company’s competitive
position is largely reliant upon its ability to maintain a high margin operation, resulting from relatively high-grade resources, and
lower production costs in China compared to the costs of other producers outside China. The Company’s competitive advantage also
results from the quality of its concentrates and its proximity to local smelters.
In Fiscal 2023, ore processed at the Ying Mining
District reached the high end of the annual guidance and lead production was within the annual guidance, while silver, gold, and zinc
were below the annual guidance due to lower head grades achieved. Ore and metal production at the GC Mine was below the guidance, and
the shortfall can be attributed to the lower head grades achieved and the production interruption arising from the upgrades made to the
ventilation and electric power facilities in the second quarter of Fiscal 2023
In Fiscal 2022, ore processed at the Ying Mining
District was in line with the annual guidance, while silver, lead and zinc production were below the low end of the annual guidance.
The shortfall was mainly due to the disruptions arising from the mining contract renewal negotiation process, and the heavy rainfall
experienced at the Ying Mining District in previous quarters. The per tonne cash production cost and all-in sustaining production cost
were 7% and 4% above the high end of the annual guidance. In Fiscal 2022, silver, lead and zinc production at the GC Mine were in line
with the annual guidance, and the ore processed was 3% above the high end of the annual guidance. The per tonne cash production was also
in line with the annual guidance, and the per tonne all-in sustaining cost was 2% below the low end of the annual guidance.
In Fiscal 2021, ore processed and silver and
lead production at the Ying Mining District were in line with the annual guidance, while zinc production was 1% below 7.0 million pounds,
the low end of the annual guidance. The all-in sustaining production cost per tonne of ore processed was 1% below the low end of the
annual guidance, while the per tonne cash production cost was 1% above $82.5, the high end of the annual guidance. In Fiscal 2021, silver,
lead and zinc production at the GC Mine were all above the high end of the annual guidance by 2%, 1% and 13%, respectively, as the ore
processed was 2% above the high end of the annual guidance and the zinc head grade was better than the forecast. The per tonne cash production
cost and all-in sustaining production cost were 1% and 6%, respectively, below the low end of the annual guidance.
As of March 31, 2023, the Company had 1,099 employees
at the Ying Mining District, 277 at the GC Mine, 5 at the Kuangping Project, 4 at the BYP Mine, 32 at Silvercorp Metals (China) Inc.,
and 23 at the Vancouver corporate office.
Fiscal 2024 Outlook
Production and production costs
In Fiscal 2024, the Company expects to mine and
process 1,100,000 to 1,170,000 tonnes of ore, yielding approximately 6.8 to 7.2 million ounces of silver, 4,400 to 5,500 ounces of gold,
70.5 to 73.8 million pounds of lead, and 27.7 to 29.7 million pounds of zinc. Fiscal 2024 production guidance represents production increases
of approximately 3% to 8% in ores, 0% to 25% in gold, 4% to 8% in lead, and 18% to 26% in zinc compared to the production results in
Fiscal 2023.
In Fiscal 2024, the Company plans to mine and
process 770,000 to 810,000 tonnes of ore at the Ying Mining District, including 30,000 – 40,000 tonnes of gold ore with an expected
head grade of 3.6 g/t gold, to produce approximately 4,400 to 5,500 ounces of gold, 6.2 to 6.5 million ounces of silver, 62.9 to 65.6
million pounds of lead, and 9.1 to 9.5 million pounds of zinc. Fiscal 2024 production guidance at the Ying Mining District represents
production increases of approximately 0% to 5% in ore, 0% to 25% in gold, 3% to 8% in silver, 4% to 9% in lead, and 28% to 33% in zinc
compared to the production results in Fiscal 2023. The cash production cost is expected to be $90.4 to $92.6 per tonne of ore, and the
all-in sustaining production cost is estimated at $143.8 to $148.8 per tonne of ore processed, representing a 2% to 4% decrease in cash
production cost and a range of a 2% decrease to a 2% increase in all-in sustaining production cost compared to the results in Fiscal
2023.
In Fiscal 2024, the Company plans to mine and
process 330,000 to 360,000 tonnes of ore at the GC Mine to produce 620 to 670 thousand ounces of silver, 7.5 to 8.2 million pounds of
lead, and 18.5 to 20.1 million pounds of zinc. Fiscal 2024 production guidance at the GC Mine represents production increases of approximately
10% to 20% in ore, 5% to 13% in silver, -4% to 5% in lead, and 14% to 23% in zinc production compared to the production results in Fiscal
2023. The cash production cost is expected to be $50.3 to $52.3 per tonne of ore, and the all-in sustaining production cost is estimated
at $79.6 to $84.2 per tonne of ore processed, representing a 11% to 14% decrease in cash production cost and a range of a 4% decrease
to an 1% increase in all-in sustaining production cost compared to the results in Fiscal 2023.
Development and Capital Expenditures
In Fiscal 2024, the Company plans to: i) complete
8,800 metres of tunnels as major access and transportation ramps at estimated capitalized expenditures of $6.3 million, representing
a 27% increase in meterage and a 21% increase in cost compared to the results in Fiscal 2023; ii) complete 71,900 metres of exploration
and mining development tunnels at estimated capitalized expenditures of $30.3 million, representing a decrease of 4% in meterage and
an increase of 5% in cost compared to the results in Fiscal 2023; iii) complete and capitalize 176,600 metres of diamond drilling to
upgrade and explore mineral resources for future production at an estimated cost of $5.0 million, representing an increase of 14% in
meterage and a decrease of 40% in cost compared to the results in Fiscal 2023; and iv) spend $23.1 million on equipment, the XRT Ore
Sorting System, a paste backfill plant, the mill and TSF (tailing storage facility). In addition to the capitalized tunneling and drilling
work, the Company also plans to complete and expense 31,100 metres of mining preparation tunnels and 96,200 metres of diamond drilling.
The Ying Mining District plans to: : i) complete
8,800 metres of tunnels as major access and transportation ramps at estimated capitalized expenditures of $6.3 million, representing
an increase of 27% in meterage and an increase of 21% in cost compared to the results in Fiscal 2023; ii) complete 57,200 metres of exploration
and mining development tunnels at estimated capitalized expenditures of $23.9 million, representing a decrease of 8% in
meterage and
a decrease of 4% in cost compared to the results in Fiscal 2023; iii) complete and capitalize 146,400 metres of diamond drilling to upgrade
and explore mineral resources for future production at an estimated cost of $4.2 million, representing an increase of 18% in meterage
and a decrease of 26% in cost compared to the results in Fiscal 2023; and iv) spend $21.8 million on equipment and facilities, including
$12.9 million on the construction of the TSF, $3.0 million to build a paste backfill plant and a XRT Ore Sorting system to optimize the
mine plan and improve ore processing head grades, and $1.2 million to improve certain power facilities and to replace some electrical
cables. The Company still plans to complete the TSF in 2024 and is currently delaying the construction of the new 3,000 TPD mill by one
year. In addition to the capitalized tunneling and drilling work, the Company also plans to complete and expense 25,800 metres of mining
preparation tunnels and 71,400 metres of diamond drilling at the Ying Mining District, representing decreases of 22% and 43%, respectively,
compared to the results in Fiscal 2023.
The GC Mine plans to: i) complete and capitalize
14,700 metres of exploration and development tunnels at estimated capital expenditures of $6.4 million, an increase of 16% in meterage
and an increase of 60% in cost mainly due to increased tunnel dimension to allow small scale mechanized equipment access, compared to
the expected results in Fiscal 2023; ii) complete and capitalize 30,200 metres of diamond drilling to upgrade and explore mineral resources
for future production at an estimated cost of $0.8 million, representing a 37% increase in meterage and a relatively the same cost compared
to the results in Fiscal 2023; and iii) spend $0.7 million on equipment and facilities. The total capital expenditures at the GC Mine
are budgeted at $7.9 million in Fiscal 2024, down 38% compared to $12.7 million in Fiscal 2023. In addition to the capitalized tunneling
and drilling work, the Company also plans to complete and expense 5,300 metres of tunnels and 24,800 metres of underground drilling at
the GC Mine, representing decreases of 25% and 43%, respectively, compared to the expected results in Fiscal 2023.
Kuanping Project
The Company plans to carry out studies to complete
the environmental assessment report, water and soil protection assessment report, and preliminary safety facilities and mine design report
as required for the Kuanping Project in Fiscal 2024. Further updates on the mine construction plan and cost estimates will be provided
upon completion of these reports.
Specialized Skill and Knowledge
A majority of aspects of our business require
specialized skills and knowledge, certain of which are in high demand and in limited supply. Such skills and knowledge include the areas
of permitting, engineering, geology, metallurgy, logistical planning, implementation of exploration programs, mine construction and development,
mine operation, as well as legal compliance, finance and accounting. We have highly qualified management personnel and staff, an active
recruitment program, and believe that persons having the necessary skills are generally available. We have found that we can locate and
retain competent employees and consultants in such fields. We do not anticipate having significant difficulty in recruiting other personnel
as needed. Training programs are in place for workers that are recruited locally.
Competitive Conditions
The silver exploration and mining business is
a competitive business. We compete with numerous other companies and individuals in the search for and the acquisition of quality properties,
mineral claims, permits, concessions and other mineral interests, as well as recruiting and retaining qualified employees.
Business Cycles
The mining business is subject to mineral price
and investment climate cycles. The marketability of minerals is also affected by worldwide economic and demand cycles. It is difficult
to assess if the current commodity prices are long-term trends, and there is uncertainty as to the recovery, or otherwise, of the world
economy. If global economic conditions weaken and commodity prices decline as a consequence, a continuing period of lower prices could
significantly affect the economic potential of the Company’s projects.
International Operations
Our principal mining operations and assets are
located in China. Our operations are exposed to various levels of political, economic and other risks and uncertainties. These risks
and uncertainties include, but are not limited to, government regulations (or changes to such regulations) with respect to restrictions
on production, export controls, income taxes, royalties, excise and other taxes, expropriation of property, repatriation of profits,
environmental legislation, land use, water use, local ownership requirements and land claims of local people, regional and national instability
and security, mine safety, and sanctions. The effect of these factors cannot be accurately predicted. See Item 4.3 Laws and Regulations
Related to Mining and Foreign Investment in China and 4.4 Risk Factors below.
Economic Dependence
The Company’s business is not substantially
dependent on any contract such as a contract to sell a major part of its products or services or to purchase a major part of its requirements
for goods, services or raw materials, or on any franchise, license or other agreement to use a patent, formula, trade secret, process
or trade name upon which its business depends.
Bankruptcy and Similar Procedures
There is no bankruptcy, receivership or similar
proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. There have not been any voluntary
bankruptcy, receivership or similar proceedings by the Company within the three most recently completed financial years or currently
proposed for the current financial year.
4.2 | Corporate Governance, Safety, Environment and Social Responsibility |
The Company’s core objectives are to be
safe, efficient, and sustainable, and operate responsibly with the environment and cooperatively with the local communities. The Company
strives to build a strong cooperate culture centered around our key values of respect, equality, and responsibility, and aims to deliver
social benefits while creating shareholder value.
As a responsible miner, the Company is
committed to integrating environmental, social, and governance (“ESG”) factors into our business strategies and
generating impactful changes in the communities in which the Company works and lives. Through the integration of ESG factors into
our strategic planning, operations, and management, the Company is able to bring about sustainable economic, social, and
environmental value to all stakeholders. Details of our ESG performance will be provided in the Company’s Fiscal 2023
Sustainability Report, which is expected to be available in the second quarter of Fiscal 2024.
The Corporate Governance Committee of the Board
of the Company reviews the Company’s policies on an annual basis, including Anti-Corruption Policy, Code of Ethical Conduct, Claw
back Policy, Corporate Disclosure Policy, and Whistleblower Policy, which are then approved by the Board of the Company. All of the Company’s
directors and officers were re-certified with all the policies, confirming they are familiar with and acknowledge the contents of the
Company’s policies, and committing to fulfill them and to report any violation. The Company also regularly trains its critical
employees in anti-corruption practices.
In Fiscal 2023, the Sustainability Committee
of the Board of the Company adopted a Community Relations Policy, a Human Rights Protection Policy, an Environmental Protection Policy,
and an Occupational Health and Safety Policy, which were then approved by the Board of the Company.
For more information on the Company’s Corporate
Governance practices, please review the Company’s Annual Information Form and Management Information Circular available on the
Company’s website at www.silvercorp.ca.
| 2. | Health, Safety and Environment |
The Company prioritizes environmental protection,
as well as ensuring a safe workplace for all employees and contractors at all of our sites. In an effort to further illustrate the Company’s
commitment to strengthening our management team, both the Ying Mining District and GC Mine have successfully passed the annual review
for the Environmental Management System (ISO 14001) certification in Fiscal 2023.
Safety is top priority at Silvercorp. In Fiscal
2023, the Company arranged more than 1,700 safety training sessions, which covered 100% of workers at the Ying Mining District and the
GC Mine.
In response to associated occupational
health risks, the Company further improved its risk identification and management process; both the Ying Mining District
and GC Mine have successfully passed the annual review for the Occupational Health and Safety Management System (ISO 45001)
certification in Fiscal 2023.
In addition to the “Green Mine” certification
at SGX-HZG, TLP-LM, and HPG mines at the Ying Mining District and the GC Mine, the DCG mine at the Ying Mining District is also in the
process to apply for the certification of the “Green Mine”. In Fiscal 2023, the Company processed approximately 480,000 tonnes
of waste rock from the Ying Mining District. The Company also developed an automated chemical precipitation system to treat water from
underground mines, and then through an automated control system to supply the treated water to the mill for ore processing and to local
farmer for irrigation.
In Fiscal 2023, the Company spent approximately
$2.0 million in the efforts to reduce its energy and water consumption, to minimize the negative impact on of greenhouse gas emissions
and water quality, and to comply with the requirements of the “Green Mine” certification.
| 3. | Social Responsibility and Economic
Value |
The Company is committed to creating sustainable
value in the communities where our people work and live. Guided by research conducted by our local offices, the Company participates
in, and contributes to numerous community programs that typically centre on education and health, nutrition, environmental awareness,
local infrastructure and fostering additional economic activity. In addition to the taxes and fees paid to various levels of government
in China, in Fiscal 2023, the Company also contributed approximately $3.3 million to social programs, including:
| ● | $2.8
million in contributions to the local county to help improve local infrastructure, environmental
protection and help the local community with a clean water access project; |
| ● | $0.2
million donation to the charity association and local communities to promote community health
and poverty reduction in the local communities, with an emphasis on children and seniors,
with periodic visits and subsidies; and, |
| ● | $0.3
million in donations to institutions in scholarship or education assistance programs to support
children’s education at the local and national levels. |
| 4.3 | Laws and Regulations Related to Mining and Foreign Investment
in China |
Currently, all of the Company’s
material mineral properties are located in China.
Mineral Resources Law
Exploration for and exploitation of mineral resources
in China are governed by the Mineral Resources Law of the People’s Republic of China, which was first enacted in 1986 and has been
revised several times since then, most recently in 2009.
The Mineral Resources Law regulates the exploration,
development, utilization, and management of mineral resources in China. It defines mineral resources as non-renewable natural resources
found on or under the earth’s surface, including metallic minerals, non-metallic minerals, and fossil fuels.
Some key provisions of the Mineral Resources Law include:
| ● | Ownership
of mineral resources: The law states that all mineral resources in China belong to the state,
and the state has the right to grant exploration and mining rights to qualified individuals
or organizations. |
| ● | Exploration
and mining rights: Individuals or organizations must obtain exploration and mining rights
from the government before engaging in these activities. These rights are granted by governments
through a competitive bidding process, auction or listing, unless in very limited circumstances
such as when the projects are related to rare earth and radioactive minerals, or key construction
projects approved by the State Council, where mining rights can be granted by written transfer
agreement between the government and the applicants. |
| ● | Environmental
protection: The law requires mining companies to take measures to protect the environment
and minimize the impact of their operations on surrounding ecosystems. |
| ● | Resource
conservation: The law also mandates the conservation of mineral resources and requires companies
to adopt efficient mining practices. |
| ● | Safety
regulations: The law includes provisions related to safety in mining operations, including
requirements for safety equipment, training for workers, and regular safety inspections. |
| ● | Financial
obligations: Mining companies are required to pay fees and taxes to the government, including
exploration fees, mining rights fees, resource taxes, and land use fees. |
The Mineral Resources Law provides for equal
legal status for domestic enterprises and enterprises with foreign investment, security and transferability of mineral titles and exclusivity
of mining rights. Exploration and mining rights grant the right to explore and exploit minerals. The holder of an exploration right has
the privileged priority to obtain mining right to the mineral resources within the exploration area, provided the holders meets the conditions
and requirements specified in the Mineral Resources Laws.
The Mineral Resources Law is subject to further
revision through various notices and guidelines issued by different government agencies to regulate and streamline the administrative
approval process and promulgate new laws to improve the regulation of mineral resources. It also places a stronger emphasis on safety
and environmental protection within the mining industry.
Environmental Protection Law
The Ministry of Ecology and Environment is responsible
for the supervision of environmental protection in, establishment and implementation of national standards for environmental quality
and discharge of pollutants for, and supervision of the environmental management system of, the PRC. Environmental protection bureaus
at the county level or above are responsible for environmental protection within their jurisdictions.
The Environmental Protection Law of the PRC requires
entities that operate production facilities that may cause pollution or produce other toxic materials to take steps to protect the environment
and establish an environmental protection and management system. The system includes the adopting of effective measures to prevent and
control exhaust gas, sewage, waste residues, dust or other waste materials. Entities discharging pollutants must register with the relevant
environmental protection authorities.
The Environmental Protection Law of the PRC and
the Administrative Regulations on Environmental Protection for Construction Project stipulate that prior to the construction of new facilities
or expansion or transformation of existing facilities that may cause a significant impact on the environment, a report on the environmental
impact of the construction project needs to be submitted to the relevant environmental protection authority for approval. Environmental
protection facilities shall be designed, constructed and put into use concurrently with the main production facilities. The newly constructed
production facilities may not be operated until the relevant authority is satisfied after inspection that accompanied environmental protection
facilities are in compliance with all relevant environmental protection standards.
Under the Mineral Resources Law of the PRC, the
amended Land Administration Law of the PRC and Regulation on Land Rehabilitation, exploration of mineral resources must be in compliance
with the legal requirements on environmental protection so as to prevent environmental pollution. If any damage is caused to cultivated
land, grassland or forest as a result of exploration or mining activities, mining enterprises must restore the land to a state appropriate
for use by reclamation, re-planting trees or grasses or such other measures as appropriate to the local conditions. Mining enterprises
shall submit a rehabilitation plan when applying for construction land or mining rights and shall include land rehabilitation expenses
in their production costs or in their gross investment in construction projects. At completion of the rehabilitation stipulated in the
plan, the rehabilitation shall pass an acceptance examination conducted by the relevant government authority. If the rehabilitation is
not completed or does not comply with the relevant examination requirements, the mining enterprise must pay a fee for land rehabilitation.
Upon closure of a mine, a report in relation
to land rehabilitation and environmental protection must be submitted for approval. Enterprises which fail to perform or satisfy the
requirements on land rehabilitation may be penalised by the relevant land administration authority.
The Ministry of Ecology and Environmental shall
formulate national standards on emission of pollutants in accordance with the national standards on environmental quality, and the State
economic and technological conditions. Governments at the provincial level and of the autonomous regions and municipalities may formulate
their respective local standards on the discharge of pollutants for items not specified in the national standards. These local governments
may formulate local standards which are more stringent than the national ones for items already specified in the national standards.
Pursuant to the requirements under the amended Law on Prevention of Water Pollution of the PRC, the amended Law on Prevention of Air
Pollution of the PRC, and Law on Environmental Protection Tax of the PRC, Enterprises and producers that directly discharge taxable pollutants
into the environment are the taxpayers of environmental protection tax and shall pay environmental protection tax in accordance with
the provisions of the Law. Taxpayers who file quarterly returns shall, within fifteen days from the end of the quarter, file tax returns
and pay taxes to the tax authorities.
Under the amended Law on Prevention of Environmental
Pollution Caused by Solid Waste of the PRC, entities and individuals collecting, storing, transporting, utilising or disposing of solid
waste must take precautions against the spread, loss, and leakage of such solid waste or adopt such other measures to prevent such solid
waste from polluting the environment.
The penalties for breach of the environmental
protection laws vary from warnings, fines, suspending production or operation to other administrative sanctions, depending on the degree
of damage or the results of the incidents. The responsible person of the entity may be subject to criminal liabilities for serious breaches
resulting in significant damage to private or public property or personal injury or death.
As the environmental protection is under the
administration and supervision of authorities that are distinct from the ones issuing the exploration and mining permits, the breach
of the relevant environmental protection laws would not entail revocation of the exploration and mining permits directly. However, the
environmental protection authorities may seek cooperation from the authorities in charge of the issuance of such permits, which are competent
to revoke the exploration and mining permits pursuant to the Mineral Resources Law of the PRC.
Mine Safety Production Law
The PRC government has formulated a relatively
comprehensive set of laws and regulations on production safety, including the Law on Production Safety of the PRC, the Law on Mine Safety
of the PRC, the Law on Fire Protection of the PRC, the Law on Road Traffic Safety of the PRC, the Law on Special Equipment Safety of
the PRC, the Law on Emergency Response of the PRC, the Law on Occupational Disease Prevention and Control of the PRC as well as several
regulations, such as the Safety Production License, etc., which pertain to the mining, processing and smelting operation of the mining
industry. The Ministry of Emergency Management is responsible for the overall supervision and management of the production safety nationwide
while the departments in charge of production safety at the county level or above are responsible for the overall supervision and management
of the production safety within their own jurisdictions.
The State implements a licensing system for production
safety of mining enterprises. No mining enterprise may engage in production activities without holding a valid production safety certificate.
Enterprises which fail to fulfil the production safety conditions are not allowed to carry out any production activity. Mining enterprises
which have obtained the production safety certificate may not lower their production safety standards and are subject to the supervision
and inspection by the licensing authorities from time to time. If the licensing authorities are of the opinion that the mining enterprises
do not fulfil the production safety requirements, the production safety certificate may be withheld or revoked. At the same, the State
implements a system of registered safety engineer and mining enterprises should have registered safety engineers engaged in safety production
management work.
The State has also formulated a set of national
standards on production safety for the mining industry. In general, the mine design must comply with the production safety requirements
and industry practice.
A mining enterprise must establish a management
body or a designated safety management team to be responsible for production safety matters. Education and training on production safety
must be provided to workers to ensure that they fully understand the regulations and the procedures required for production safety and
are able to master the necessary skills for operation safety for their own positions. Those who do not receive this education and training
are not permitted to work at the mine.
The penalties for breach of production safety
laws vary from warnings, fines, suspension of production or operation and other administrative sanctions, depending on the degree of
damage and the nature of the incident. The person who is personally responsible for such incident may be subject to demotion or termination
of employment, or criminal liability for serious breaches resulting in significant incidents. The State has implemented an accountability
system over incidents relating to production safety.
As production safety is under the administration
and supervision of authorities that are different from the ones issuing the exploration and mining permits, the breach of the relevant
production safety laws would not entail revocation of the exploration and mining permits directly. However, the production safety authorities
may seek cooperation from the authorities in charge of the issuance of such permits, which have the authority to revoke the exploration
and mining permits according to the Mineral Resources Law of the PRC.
Foreign Investments
Additionally, companies with a foreign ownership
component operating in China may be required to work within a framework which is different from that imposed on domestic Chinese companies.
The Chinese government currently allows foreign investment in certain mining projects under central government guidelines. According
to the 2021 Edition of the Special Administrative Measures for Access of Foreign Investment (“Negative List”) effective January
1, 2022, as long as the mineral resources are not “tungsten, rare earth and radioactive minerals” in the Negative List, foreign
investors can engage in the mining activities in China, either directly or indirectly.
On January 1, 2020, the Regulation for Implementing
the Foreign Investment Law (“FIL”) came into force in China. FIL and supporting regulations and policies were amended to
further open up China and provide foreign-invested enterprises (“FIEs”) “national treatment”. Under FIL, FIEs
are treated equal to domestic enterprises in many important aspects, including the reduction of pre-approval and filing procedures. FIL
replaces existing laws on foreign investment passed in China between 1979 and 1990, namely the Law on Sino-Foreign Contractual Joint
Ventures (“CJV Law”).
Key Impact of FIL on Existing FIEs
For existing FIEs, they can retain their corporate
structure etc. unchanged for five years starting from the effectiveness of the FIL, i.e., January 1, 2020. Upon the expiration of the
five-year transition period (the “Transition Period”), all FIEs are governed by PRC Company Law.
Upon the expiration of the Transition Period,
the highest authority will be transferred from the Board of Directors to the shareholders. The decision-making authority specified in
the original Articles of Association of the entity will change such that decisions on significant matters are to be made by the shareholders.
The shareholders have the right to elect and dismiss directors and have broad decision-making power over a company’s management.
Resolutions on major matters require more than ⅔ of the voting rights of the shareholders. If there is a special agreement on
the veto power of the Chinese joint venture party or the FIE in the original Articles of Association of the entity, a supplementary term
can be signed to remove or retain such agreement. Under CJV Law, terms of operations were stipulated to be 30 years in a company’s
articles of association. Under FIL, this 30-year period can be amended to be a longer term.
The below table shows the key differences on
corporate structure and governance under the CJV Law and FIL.
|
CJV Law |
FIL (PRC Company Law) |
Highest authority |
Board of Directors or Joint Management Committee |
Shareholders |
Powers and duties of highest authority |
All major decisions, such as amendments to the Articles of Association, increase and decrease of registered capital, merger or spin-off, assets, mortgage and dissolution |
More detailed than those under CJV Law |
Voting rules for major issues |
Unanimous consent of all directors or members of the Joint Management Committee present at the meeting |
Favourable votes of shareholders holding
⅔ or more of the voting rights |
Number of directors |
No less than 3 directors or members of the Joint Management Committee |
3-13 directors for a Board or one executive director |
Quorum |
⅔ or more of all directors or members of the Joint Management Committee |
As determined by shareholders |
Term of director |
No more than 3 years (can be re- elected) |
No more than 3 years (can be re- elected) |
Legal representative |
Chairman of the Board or the director of the Joint Management Committee |
Chairman of the Board, executive director or general manager |
Foreign investment ratio |
Generally, no less than 25%. There are some restrictions applied |
No restrictions – unless otherwise specified in the Negative List |
Distribution of profits |
In proportion to the contribution of the registered capital |
In proportion to the paid-in contribution to the registered capital unless otherwise agreed by the shareholders |
Under CJV Law, a shareholder needs to obtain
consents of all other shareholders if it intends to transfer its shares in the joint venture regardless of whether it is an internal
transfer (i.e., transfer to another shareholder if there are more than two shareholders) or it is an external transfer. In contrast,
FIL offers more flexible transfer mechanisms – there are no consent requirement if it is an internal transfer. In cases of external
transfers, consents of more than half of the other shareholders are required and if any other shareholder refuses the transfer but refuses
to buy such shares to be transferred, then such shareholder shall be deemed having agreed with the proposed transfer. The FIL also allows
the shareholders to agree on different share transfer mechanisms, which gives more flexibility to shareholders on transfer of shares.
Under FIL, FIEs can participate in government
procurement, issue shares, corporate bonds and other forms of financing to the public in accordance with applicable laws. Capital gains
within China by FIEs can be freely remitted
in RMB or any other foreign currency. In addition to accepting supervision and inspection
by applicable regulatory authorities, no organization or individual may illegally restrict the currency, amount, and frequency of remittances.
National Security Review for Foreign Investment
and Retaliation against other Jurisdictions Discriminatory Measures
Nevertheless, China has further developed the
national security review for foreign investment and established a formal legal basis for retaliation against other jurisdictions’
discriminatory measures. These measures leave great discretion in the hands of the government, and therefore, whether they will constitute
a serious obstacle for foreign investors will depend on how they are applied in practice.
Under the FIL, it is reiterated that security
review may be conducted for any foreign investment that affects or may affect the national security of China. On December 19, 2020, MOFCOM
and NDRC jointly promulgated the Measures for National Security Review of Foreign Investment (“Measures”), taking effect
on January 18, 2021. The Measures cover a wide range of industry sectors, from defence and technology involving foreign investment, to
critical agricultural production, energy and resources, cultural products and financial services where a foreign investor gains actual
control of an investment target. The term “actual control” is defined quite broadly and includes the following situations:
if foreign investors own more than 50 percent of the shares; if foreign investors owns less than 50 percent of the shares, but have sufficient
voting rights to exert a material influence over the shareholders’ vote and resolutions of the board of directors; or if foreign
investors have a significant impact on the target’s business decisions-making, human resources, finance or technologies, etc. Further,
foreign investors are subject to national security review not only for investing in new projects or acquiring equity or assets, but also
for any other types of investment such as nominal shareholders, trust, multiple-layer investments, lease, control by agreement or offshore
transactions. Regarding any transaction falling under the Measures, a foreign investor will have to file a notification with the review
task force headed by NDRC and MOFCOM. After their review, the foreign investment may be approved, directly prohibited or granted conditional
approval.
On September 19, 2020, MOFCOM initially announced
the Provisions on the Unreliable Entity List, aiming to punish firms, organizations or individuals that damage national security. Companies
that are on the list could be banned from trade and investing in China and face hefty fines or entry restrictions on their employees.
On June 10, 2021, MOFCOM further issued the Rules on Counteracting Unjustified Extra - Territorial Application of Foreign Legislation
and Other Measures. A Chinese person or organization that is prohibited or restricted by foreign legislation from engaging in normal
economic, trade and related activities with a third State or region or its persons or organizations, must report the situation to the
commerce department within 30 days. The commerce department along with other relevant central departments (working mechanism) will then
assess a case for its potential violation of international law, impact on China’s sovereignty and national security, and impact
on Chinese persons or organizations. After assessment, the working mechanism may confirm that there exists unjustified extra-territorial
application of foreign legislation/measures and decide that the State Council shall issue a prohibition order.
An investment in the Common Shares of the Company
involves a significant degree of risk and ought to be considered a highly speculative investment. The following risk factors, as well
as risks not currently known to the Company, could materially adversely affect the Company’s future business, operations and financial
condition and could cause them to differ materially from the estimates described in the forward-looking statements and information relating
to the Company.
The prices of silver, lead, zinc, and gold
fluctuate widely, and a substantial or extended decline in prices could materially and adversely affect our results of operations or
financial condition.
The Company’s sales price for silver is fixed against the Shanghai
White Platinum & Silver Exchange as quoted at www.ex-silver.com; lead and zinc are fixed against the Shanghai Metals Exchange as
quoted at www.shmet.com; and gold is fixed against the Shanghai Gold Exchange as quoted at www.sge.com.cn.
The Company’s revenues, if any, are expected
to be in large part derived from the mining and sale of silver, lead, zinc, and gold contained in metal concentrates. The prices of those
commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company’s control
including international and regional economic and political conditions; emerging risks relating to the spread of COVID-19; expectations
of inflation; currency exchange fluctuations; interest rates; global or regional supply and demand for jewelry and industrial products
containing silver and other metals; sale of silver and other metals by central banks and other holders, forward selling activities, speculators
and producers of silver and other metals; availability and costs of metal substitutes; and increased production due to new mine developments
and improved mining and production methods. The effects of these factors on the price of base and precious metals, and therefore the
viability of the Company’s exploration projects and mining operations, cannot be accurately predicted and thus the price of base
and precious metals may have a significant influence on the market price of the Company’s shares and the value of its projects.
If silver and other metal prices were to decline
significantly for an extended period of time, the Company may be unable to continue operations, develop its projects, or fulfil obligations
under agreements with the Company’s joint venture partners or under its permits or licenses.
Recent market events and conditions of worldwide securities
markets may adversely impact our ability to obtain financing.
Over the past several years market events and
conditions, including disruptions in the Canadian, United States and international credit markets and other financial systems, along
with the uncertainty of the Canadian, United States and global economic conditions which have been heightened due to risks relating to
the spread of COVID-19, and the prior decline in precious metal prices, could, among other things, impede access to capital or increase
the cost of capital, which would have an adverse effect on the Company’s ability to fund its working capital and other capital
requirements.
Over the past several years, worldwide securities
markets, particularly those in the United States and Canada, have experienced a high level of price and volume volatility. Of note, the
share prices of natural resource companies have in the past experienced an extraordinary decline in value and in the number of buyers
willing to purchase such securities. In addition, significantly higher redemptions by holders of mutual funds have forced many of such
funds (including those holding the Company’s securities) to sell such securities with little consideration to the price received.
Therefore, there can be no assurance that significant fluctuations
in the trading price of the Company’s Common Shares will not occur, or that such fluctuations will not materially adversely impact
the Company’s ability to raise equity funding without significant dilution to its existing shareholders, or at all.
Mineral Reserve and Mineral Resource estimates may not reflect
the amount of minerals that may ultimately be extracted.
There is a degree of uncertainty attributable
to the estimation of Mineral Resources, Mineral Reserves, mineralization and corresponding grades being mined or dedicated to future
production. Until Mineral Resources, Mineral Reserves or mineralization are actually mined and processed, the quantity of metals and
grades must be considered as estimates only. The figures for Mineral Reserves and Mineral Resources contained herein are estimates only
based
on a number of assumptions, any adverse changes to which could require us to lower our Mineral Resource and Mineral Reserve estimates
and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be
realized or that Mineral Reserves could be mined or processed profitably. Our estimates of economically recoverable reserves are primarily
based upon interpretations of geological models, which make various assumptions, such as assumptions with respect to, prices, costs,
regulations, and environmental and geological factors. These assumptions have a significant effect on the amounts recognized in our technical
reports and our financial statements, and any material difference between these assumptions and actual events may affect the economic
viability of our properties or any project undertaken by us. There are numerous uncertainties inherent in estimating Mineral Reserves
and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy
of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments
used in engineering and geological interpretation. Short-term operating factors relating to the Mineral Reserves, such as the need for
orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable
in any particular accounting period. Valid estimates made at a given time may significantly change when new information becomes available.
Any material change in quantity of Mineral Resources, Mineral Reserves, mineralization, or grade may affect the economic viability of
the Company’s projects. In addition, there can be no assurance that precious or other metal recoveries in small-scale laboratory
tests will be duplicated in larger scale tests or during production, or that the existing known and experienced recoveries will continue.
Mineral Reserve and Mineral Resource estimates
may change adversely, and such changes may negatively impact our results of operations or financial conditions.
Unless otherwise indicated, Mineral Resource
and Mineral Reserve estimates presented in this AIF and in the Company’s other filings with securities regulatory authorities,
press releases and other public statements that may be made from time to time are based upon estimates made by the Company’s personnel
and independent geologists/mining engineers. These estimates are imprecise and depend upon geologic interpretation and statistical inferences
drawn from drilling and sampling analysis, which may prove to be unreliable. The Mineral Resource and Mineral Reserve estimates contained
in this AIF have been determined based on assumed future prices, cut-off grades, operating costs and other estimates that may prove to
be inaccurate. There can be no assurance that these estimates will be accurate, that Mineral Reserve, Mineral Resource or other mineralization
figures will be accurate, or that the mineralization could be mined or processed profitably. The interpretation of drill results, the
geology, grade and continuity of the Company’s mineral deposits contains inherent uncertainty. Any material reductions in estimates
of mineralization, or of the Company’s ability to extract this mineralization, could have a material adverse effect on its results
of operations or financial condition.
The market price of silver, gold, and other metals
is subject to fluctuations, which can affect the economic viability of developing our Mineral Reserves for a specific project or lead
to a reduction in reserves. There is no guarantee that Mineral Resource estimates will be reclassified as Proven or Probable Reserves
or that the mineralization can be mined or processed profitably. Inferred Mineral Resources are highly uncertain in terms of their existence
and economic and legal feasibility. Additionally, Mineral Resource estimates may be revised based on actual production experience. The
evaluation of reserves and resources is influenced by economic and technological factors that may change over time. If our Mineral Reserve
or Mineral Resource figures are decreased in the future, it could have a negative impact on the Company’s cash flows, earnings,
operational results, and financial condition.
Mineral exploration activities have a high
risk of failure and may never result in finding ore bodies sufficient to develop a producing mine.
The long-term operation of the Company’s
business and its profitability is dependent, in part, on the cost and success of its exploration and development programs. Mineral exploration
and development involve a high degree of risk
and few properties that are explored are ultimately developed into producing mines. There
can be no assurance that the Company’s mineral exploration and development programs will result in any discoveries of bodies of
commercial mineralization. There can also be no assurance that even if commercial quantities of mineralization are discovered that a
mineral property will be brought into commercial production. Development of the Company’s mineral properties will follow only upon
obtaining satisfactory exploration results. Discovery of mineral deposits is dependent upon a number of factors, including the technical
skill of the exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent upon a number
of factors, some of which are the particular attributes of the deposit (such as size, grade and proximity to infrastructure), metals
prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals,
and environmental protection. Most of the above factors are beyond the control of the Company. As a result, there can be no assurance
that the Company’s exploration and development programs will yield reserves to replace or expand current resources. Unsuccessful
exploration or development programs could have a material adverse effect on the Company’s operations and profitability.
Our operations and financial results could
be adversely affected by climate change.
There is significant evidence of the effects
of climate change on our planet and an intensifying focus on addressing these issues. The Company recognizes that climate change is a
global challenge that may have both favorable and adverse effects on our business in a range of possible ways. Mining and processing
operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity.
As such, the Company is impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency,
and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased
energy efficiency, technological innovation, or the increased demand for our metals as part of technological innovations, the current
regulatory trend may result in additional transition costs at some of our operations. Governments are introducing climate change legislation
and treaties at the international, national, and local levels, and regulations relating to emission levels and energy efficiency are
evolving and becoming more rigorous. Current laws and regulatory requirements are not consistent across the jurisdictions in which we
operate, and regulatory uncertainty is likely to result in additional complexity and cost in our compliance efforts. Public perception
of mining is, in some respects, negative and there is increasing pressure to curtail mining in many jurisdictions as a result, in part,
of perceived adverse effects of mining on the environment.
Concerns around climate change may also affect
the market price of our shares as institutional investors and others may divest interests in industries that are thought to have more
environmental impacts. While we are committed to operating responsibly and reducing the negative effects of our operations on the environment,
our ability to reduce emissions, energy and water usage by increasing efficiency and by adopting new innovation is constrained by technological
advancement, operational factors and economics. Adoption of new technologies, the use of renewable energy, and infrastructure and operational
changes necessary to reduce water usage may also increase our costs significantly. Concerns over climate change, and our ability to respond
to regulatory requirements and societal pressures, may have significant impacts on our operations and on our reputation, and may even
result in reduced demand for our products.
The physical risks of climate change could also
adversely impact our operations. These risks include, among other things, extreme weather events, resource shortages, changes in rainfall
and in storm patterns and intensities, water shortages, changing sea levels and extreme temperatures. Climate-related events such as
mudslides, floods, droughts and fires can have significant impacts, directly and indirectly, on our operations and could result in damage
to our facilities, disruptions in accessing our sites with labour and essential materials or in shipping products from our mines, risks
to the safety and security of our personnel and to communities, shortages of required supplies such as fuel and chemicals, inability
to source enough water to supply our operations, and the temporary or permanent cessation of one or more of our operations. There is
no assurance that we will be able to anticipate, respond to, or
manage the risks associated with physical climate change events and impacts,
and this may result in material adverse consequences to our business and to our financial results.
Market conditions may adversely affect
our results of operations and financial condition.
Many industries, including the mining industry,
are impacted by market conditions. Some of the key impacts of the recent financial market turmoil include risks relating to COVID-19,
contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign
exchange and precious metals markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other
economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy
costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely
affect the Company’s growth and profitability. Specifically: the volatility of silver, lead, zinc and gold prices may impact the
Company’s revenues, profits, losses and cash flow; volatile energy prices, commodity and consumable prices and currency exchange
rates would impact the Company’s production costs; and the devaluation and volatility of global stock markets may impact the valuation
of the Company’s equity and other securities. These factors could have a material adverse effect on the Company’s financial
condition and results of operations.
Actual capital costs, operating costs,
production and economic returns may differ significantly from those we have anticipated, and future development activities may not result
in profitable mining operations.
There are no assurances if and when a particular
mineral property of the Company can enter into production. The amount of future production is based on the estimates prepared by or for
the Company. The capital and operating costs to take the Company’s projects into production or maintain or increase production
levels may be significantly higher than anticipated. Capital and operating costs of production and economic returns are based on estimates
prepared by or for the Company and may differ significantly from their actual values. There can be no assurance that the Company’s
actual capital and operating costs will not be higher than currently anticipated. In addition, the construction and development of mines
and infrastructure are complex. Resources invested in construction and development may yield outcomes that may differ significantly from
those anticipated by the Company.
We may fail to successfully integrate future
acquisitions into existing operations.
The Company may make select future acquisitions.
If the Company does make acquisitions, any positive effect on the Company’s results will depend on a variety of factors, including,
but not limited to: integrating the operations of an acquired business or property in a timely and efficient manner; maintaining the
Company’s financial and strategic focus while integrating the acquired business or property; implementing uniform standards, controls,
procedures and policies at the acquired business, as appropriate; and to the extent that the Company makes an acquisition outside of
markets in which it has previously operated, conducting and managing operations in a new operating environment.
Acquiring additional businesses or properties
could place pressure on the Company’s cash reserves if such acquisitions involve cash consideration or if such acquisitions involve
share consideration existing shareholders may experience dilution.
The integration of the Company’s existing
operations with any acquired business may require significant expenditures of time, attention and funds. Achievement of the benefits
expected from consolidation may require the Company to incur significant costs in connection with, among other things, implementing financial
and planning systems. The Company may not be able to integrate the operations of a recently acquired business or restructure the Company’s
previously existing business operations without encountering difficulties and delays. In addition, this integration may
require significant
attention from the Company’s management team, which may detract attention from the Company’s day-to-day operations.
Over the short-term, difficulties associated
with integration could have a material adverse effect on the Company’s business, operating results, financial condition and the
price of the Company’s Common Shares. In addition, the acquisition of mineral properties may subject the Company to unforeseen
liabilities, including environmental liabilities, which could have a material adverse effect on the Company. There can be no assurance
that any future acquisitions will be successfully integrated into the Company’s existing operations.
The permits and licenses required for our
mining and exploration operations in China may not be granted or renewed.
All Mineral Resources and Mineral Reserves of
the Company’s subsidiaries are owned by their respective joint venture entities in China. Mineral exploration and mining activities
in China may only be conducted by entities that have obtained or renewed exploration or mining permits and licenses, and other certificates
in accordance with the relevant mining laws and regulations. Under the PRC laws and regulations, if there are residual reserves in a
property when the mining permit in respect of such property expires, the holder of the expiring mining permit will be entitled to apply
for an extension for an additional term. The Company believes that there will be no material substantive obstacle in renewing such permits.
Nevertheless, there can be no assurance as to whether the current relevant PRC laws and regulations, as well as the current mining industry
policy, will remain unchanged at the time of the extension application of such permits, nor can there be any assurance that the competent
authorities will not use their discretion to deny or delay the renewal or the extension of relevant mining permits due to factors outside
the Company’s control. Therefore, there can be no assurance that the Company will successfully renew its mining permits on favourable
terms, or at all, once such permits expire.
Any failure to obtain or any delay in obtaining
or retaining any required governmental approvals, permits or licenses could subject the Company to a variety of administrative penalties
or other government actions and adversely impact the Company’s business operations. The relevant state and provincial authorities
in China do not allow exploration permit renewal applications to be submitted earlier than 30 days before the permit expiration date
and a delay of 2 to 3 months for permit application processing times is not uncommon. The relevant state and provincial authorities in
China do not issue formal documentation to guarantee permit renewal while processing renewal applications. If any administrative penalties
and other government actions are imposed on or taken against the Company due to the Company’s failure to obtain, or delay in obtaining
or retaining, any required governmental approvals, permits or licenses, the Company’s business, financial condition and results
of operations could be materially and adversely affected.
No guarantee can be given that the necessary
exploration and mining permits and licenses will be issued to the Company or, if they are issued, that they will be renewed, or if renewed
under reasonable operational and/or financial terms, or in a timely manner, or that the Company will be in a position to comply with
all conditions that are imposed.
The title to some of our mineral projects
may be uncertain or defective, which put our investment in such properties at risk.
The validity of mining or exploration titles
or claims or rights, which constitute most of our property holdings, can be uncertain and may be contested. Our properties may be subject
to prior unregistered liens, agreements or transfers, indigenous land claims, or undetected title defects. In some cases, we do not own
or hold rights to the mineral concessions we mine. We have not conducted surveys of all the claims in which we hold direct or indirect
interests and therefore, the precise area and location of such claims may be in doubt. No assurance can be given that
applicable governments
will not revoke or significantly alter the conditions of the applicable exploration and mining titles or claims, or that such exploration
and mining titles or claims will not be challenged or impugned by third parties.
We may be unable to operate our properties as
expected, or to enforce our rights to our properties. Any defects in title to our properties, or the revocation of our rights to mine,
could have a material adverse effect on our operations and financial condition.
We operate in countries with developing mining
laws, and changes in such laws could materially impact our rights or interests to our properties. We are also subject to expropriation
risk, including the risk of expropriation or extinguishment of property rights based on a perceived lack of development or advancement.
Expropriation, extinguishment of rights and any other such similar governmental actions would likely have a material adverse effect on
our operations and profitability.
In the jurisdictions in which we operate, legal
rights applicable to mining concessions are different and separate from legal rights applicable to surface lands. Accordingly, title
holders of mining concessions in many jurisdictions must agree with surface landowners on compensation in respect of mining activities
conducted on such land. We do not hold title to all of the surface lands at many of our operations and rely on contracts or other similar
rights to conduct surface activities.
Our non-controlling interest shareholders
could materially affect our results of operations and financial conditions.
The Company’s interests in various projects
may, in certain circumstances, become subject to the risks normally associated with the conduct of non-controlling interest shareholders.
The existence or occurrence of one or more of the following events could have a material adverse impact on the Company’s profitability
or the viability of its interests held with non-controlling interest shareholders, which could have a material adverse impact on the
Company’s business prospects, results of operations and financial conditions: (i) disagreements with non-controlling interest shareholders
on how to conduct exploration; (ii) inability of non- controlling interest shareholders to meet their obligations to the applicable entity
or third parties; and (iii) disputes or litigation between shareholders regarding budgets, development activities, reporting requirements
and other matters.
We may not successfully acquire additional
commercially mineable mineral rights.
Most exploration projects do not result in the
discovery of commercially mineable ore deposits and no assurance can be given that any particular level of recovery of Mineral Reserves
will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be
legally and economically exploited.
The Company’s future growth and productivity
will depend, in part, on its ability to identify and acquire additional mineral rights, and on the costs and results of continued exploration
and development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures
are required to: establish Mineral Reserves through drilling and metallurgical and other testing techniques; determine metal content
and metallurgical recovery processes to extract metal from the ore; and construct, renovate or expand mining and processing facilities.
In addition, if the Company discovers a mineral
deposit, it will likely take at least several years from the initial phases of exploration until production is possible. During this
time, the economic feasibility of production may change.
The Company’s success at completing any
acquisitions will depend on a number of factors, including, but not limited to: identifying acquisitions that fit the Company’s
business strategy; negotiating acceptable terms with the seller of the business or property to be acquired; and obtaining approval from
regulatory authorities in the jurisdictions of the business or property to be acquired. As a result of these uncertainties, there can
be no assurance that the Company will successfully acquire additional mineral rights.
We may experience difficulty obtaining
financing.
The Company has limited financial resources.
If more of the Company’s exploration programs are successful in establishing ore of commercial tonnage and grade, additional funds
will be required for the development of the ore body and to place it in commercial production. Therefore, the Company’s ability
to continue its exploration and development activities, if any, will depend in part on the Company’s ability to obtain suitable
financing.
The Company intends to fund its plan of operations
from working capital, proceeds of production, external financing, strategic alliances, sale of property interests and other financing
alternatives. The sources of external financing that the Company may use for these purposes include project or bank financing, or public
or private offerings of equity or debt. One source of future funds presently available to the Company is through the sale of equity capital.
There is no assurance this source of financing will continue to be available as required or on suitable terms, or at all. If it is available,
future equity financings may result in substantial dilution to shareholders. Another alternative for the financing of further exploration
would be the offering by the Company of an interest in the properties to be earned by another party or parties carrying out further exploration
or development thereof. There can be no assurance the Company will be able to conclude any such agreements, on favourable terms or at
all. The failure to obtain financing could have a material adverse effect on the Company’s growth strategy and results of operations
and financial condition.
We operate in a highly competitive industry.
The mining industry in general is intensely competitive
and there is no assurance that a ready market will exist for the sale of ore, or concentrate, by the Company. Marketability of natural
resources which may be discovered by the Company will be affected by numerous factors beyond the control of the Company, such as market
fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations including regulations
relating to prices, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect
of such factors cannot be predicted but they may result in the Company not receiving an adequate return on its capital.
The Company may be at a competitive disadvantage
in acquiring additional mining properties because it must compete with other individuals and companies, many of which have greater financial
resources, operational experience and technical capabilities than the Company. The Company may also encounter increasing competition
from other mining companies in its efforts to hire experienced mining professionals. Competition for exploration resources at all levels
is currently very intense, particularly affecting the availability of manpower. Increased competition could adversely affect the Company’s
ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.
We rely on third parties, including contract
miners, to operate certain of our mines.
We contract with third parties to operate certain
of our mines. Under those arrangements, we retain certain contractual rights of oversight over these mines, which are operated under
our permits or leases, but we do not control, and our employees do not participate in, the day-to-day operations of these mines. Operational
difficulties at these mines, increased competition for contract miners and other factors beyond our control could affect the
availability,
cost and quality of our operations. If these third parties fail to meet their obligations under those contracts or are otherwise ineffective,
it could increase our costs and, therefore, lower our earnings and adversely affect our results of operations.
Our activities in China are subject to
additional political, economic and other uncertainties not necessarily present for activities taking place in other jurisdictions.
All the Company’s material mining operations
are located in China. These operations are subject to the risks normally associated with conducting business in China, which has different
regulatory and legal standards than North America. Some of these risks are more prevalent in countries which are less developed or have
emerging economies, including uncertain political and economic environments, as well as risks of civil disturbances or other risks which
may limit or disrupt a project, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property
by nationalization or expropriation without fair compensation, risk of adverse changes in laws or policies, increases in foreign taxation
or royalty obligations, license fees, permit fees, delays in obtaining or the inability to obtain necessary governmental permits, limitations
on ownership and repatriation of earnings, and foreign exchange controls and currency devaluations.
In addition, the Company may face import and
export regulations, including export restrictions, disadvantages of competing against companies from countries that are not subject to
similar laws, restrictions on the ability to pay dividends offshore, and risk of loss due to disease and other potential endemic health
issues. Although the Company is not currently experiencing any significant or extraordinary problems in China arising from such risks,
there can be no assurance that such problems will not arise in the future. The Company currently does not carry political risk insurance
coverage.
The Company’s interests in its mineral
properties are held through joint venture companies established under and governed by the laws of China. The Company’s joint venture
partners in China include state - sector entities and, like other state-sector entities, their actions and priorities may be dictated
by government policies instead of purely commercial considerations. Additionally, companies with a foreign ownership component operating
in China may be required to work within a framework which is different from that imposed on domestic Chinese companies. The Chinese government
currently allows foreign investment in certain mining projects under central government guidelines. There can be no assurance that these
guidelines will not change in the future. See Item 4.3 Laws and Regulations Related to Mining and Foreign Investment in China above.
The regulatory environment in China may
materially affect our results of operations and financial results.
The Company’s principal operations are
located in China and are subject to a range of PRC laws, regulations, policies, standards and requirements in relation to, among other
things, mine exploration, development, production, taxation, labour standards, occupational health and safety, waste treatment and environmental
protection, and operation management. Any changes to these laws, regulations, policies, standards and requirements or to the interpretation
or enforcement thereof may increase the Company’s operating costs and thus adversely affect the Company’s results of operations.
The laws of China differ significantly from those
of Canada and all such laws are subject to change. Mining is subject to potential risks and liabilities associated with pollution of
the environment and disposal of waste products occurring as a result of mineral exploration and production.
Failure to comply with applicable laws and regulations
may result in enforcement actions and may also include corrective measures requiring capital expenditures, installation of additional
equipment or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss or damage by reason
of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.
China’s legislation is undergoing a relatively
fast transformation with some old laws superseded by newly enacted laws. New laws and regulations, amendments to existing laws and regulations,
administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations could
create risks or uncertainty for investors in mineral projects or have a material adverse impact on future cash flow, results of operations
and the financial condition of the Company. Although the Company seeks to comply with all new PRC laws, regulations, policies, standards
and requirements applicable to the mining industry or all changes in existing laws, regulations, policies, standards and requirements,
the Company may not be able to comply with them economically or at all. Furthermore, any such new PRC laws, regulations, policies, standards
and requirements or any such change in existing laws, regulations, policies, standards and requirements may also constrain the Company’s
future expansion plans and adversely affect its profitability.
In addition, China has further strengthened its
national security review of foreign investment. The Measures will continue to create an additional layer of uncertainty with respect
to foreign investment. Investment plans, timetables, terms and conditions for closing for investment must take into account the timing
and contingency of obtaining approval from the national security review process. See Item 4.3 Laws and Regulations Related to Mining
and Foreign Investment in China above.
Uncertainties with respect to the Mexican
regulatory environment may subject us to material costs, liabilities and obligations and may affect our results of operation and financial
condition.
The La Yesca Project is located in Mexico and
is subject to extensive laws and regulations governing various matters including, but not limited to, exploration, development, production,
price controls, exports, taxes, mining royalties, environmental matters, labor standards, expropriation of property, maintenance of mining
claims, land use, land claims of local and indigenous people, water use, waste disposal, power generation, protection and remediation
of the environment, reclamation, historic and cultural resource preservation, mine safety, occupational health, and the management and
use of toxic substances and explosives, including handling, storage and transportation of hazardous substances.
Such laws and regulations may require the Company
to obtain licenses, permits and consents from various governmental authorities and indigenous groups. Failure to comply with applicable
laws and regulations, including licensing and permitting requirements, may result in civil or criminal fines, penalties or enforcement
actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations, requiring corrective measures,
requiring the installation of additional equipment, requiring remedial actions or imposing additional local or foreign parties as joint
venture partners, any of which could result in significant expenditures or loss of income by the Company. The Company may also be required
to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, licensing requirements or permitting
requirements.
The Company’s income and its mining, exploration
and development projects, could be adversely affected by amendments to such laws and regulations, by future laws and regulations, by
more stringent enforcement of current laws and regulations, by changes in the policies of Mexico, Canada and other applicable jurisdictions
affecting investment, mining and repatriation of financial assets, by shifts in political attitudes in Mexico and by exchange controls
and currency fluctuations. The effect, if any, of these factors cannot be accurately predicted. Further, there can be no assurance that
the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development
and mining operations at the La Yesca Project.
The costs of discovering, evaluating, planning,
designing, developing, constructing, operating and closing the Company’s mining, exploration and development activities and operations
in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with
such laws and regulations, and new taxes, could become such that the Company would not proceed with mining, exploration and development
at one or more of its properties. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental
protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from the Company’s
mining, exploration and development projects could result in substantial costs and liabilities for the Company, such that the Company
would halt or not proceed with mining, exploration and development at one or more of its properties.
We are subject to environmental and health
and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations.
The Company’s activities are subject to
extensive laws and regulations governing environmental protection and employee health and safety, including environmental laws and regulations
in China. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances,
protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. The Company’s
Chinese subsidiaries are required to have been issued environmental permits and safety production permits with various expiration dates.
These permits are also subject to annual inspection by government authorities. Failure to pass the annual inspections may result in penalties.
No guarantee can be given that the necessary permits will be issued to the Company or, if they are issued, that they will be renewed,
or if renewed under reasonable operational and/or financial terms, or in a timely manner, or that the Company will be in a position to
comply with all conditions that are imposed. Failure to comply with relevant PRC environmental laws and regulations could materially
and adversely affect the Company’s business and results of operations.
Nearly all mining projects require government
approval and permits relating to environmental, social, land and water usage, community matters, and other matters.
There are also laws and regulations prescribing
reclamation activities on some mining properties. Environmental legislation in many countries, including China, is evolving and the trend
has been toward stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments
of proposed projects and increasing responsibility for companies and their officers, directors and employees. Compliance with environmental
laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the
Company’s intended activities. There can be no assurance that the Company has been or will be at all times in complete compliance
with current and future environmental, and health and safety laws, and the status of permits will not materially adversely affect the
Company’s business, results of operations or financial condition. Amendments to current PRC laws and regulations governing operations
and activities of mining companies or more stringent implementation thereof could have a material adverse impact on the Company and cause
increases in capital expenditure, production costs or reductions in levels of production at producing properties or require abandonment
or delays in the development of new mining properties. It is possible that future changes in these laws or regulations could have a significant
adverse impact on some portion of the Company’s business, causing the Company to re-evaluate those activities at that time. The
Company’s compliance with environmental laws and regulations entail uncertain costs.
Our activities and business could be adversely
affected by the effects of health epidemics, including the COVID-19 pandemic, in regions where we conduct our business operations.
The Company’s business, operations and
financial condition could be materially adversely affected by the outbreak of pandemics or other health crises, such as the outbreak
of COVID-19 that was designated as a pandemic by the
World Health Organization (“WHO”) on March 11, 2020. The international
response to the spread of COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock
market volatility, and a general reduction in consumer activity. Such public health crises can result in operating, supply chain and
project development delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment,
reduced movement of people and labour shortages, and travel and shipping disruption and shutdowns, including as a result of government
regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit
risk and inflation. In addition, the COVID-19 pandemic, and any future emergence and spread of similar pathogens could have an adverse
impact on global economic conditions which may adversely impact the Company’s operations, and the operations of suppliers, contractors
and service providers. In December 2022, the Chinese government issued new guideline easing its zero-COVID policies and travel restrictions
were lifted.
The Company’s business could be materially
adversely affected by the effects of the COVID-19 pandemic. On May 5, 2023, WHO announced that COVID-19 no longer qualifies as a global
emergency, and as at the date of this AIF, the global spread of COVID-19 appears to have stabilized. The Company has modified its measures
to monitor, combat and manage the impact of COVID-19 at its operations. Due to the potential for new variants of COVID-19, future disruptions
to business internationally and related financial impact on the Company and the economy in general cannot be estimated with any degree
of certainty at this time.
In Fiscal 2023, the Company modified its preventative
control measures. These measures include continuing education and, where appropriate, voluntary vaccination campaigns to avoid illnesses
related to COVID-19, COVID-19 variants, and the seasonal flu. Monitoring of worker wellness or fitness for duty continues, in accordance
with the recommendations by the Canadian and Chinese Governments health agencies, continues.
There is no guarantee that the Company will not
experience disruptions to some of its active mining operations due to COVID-19 restrictions in the future. Any resurgence of COVID-19
or the spread of other public health crises could materially and adversely impact the Company’s business, including without limitation,
employee health, workforce availability and productivity, limitations on travel, supply chain disruptions, increased insurance premiums,
increased costs and reduced efficiencies, the availability of industry experts and personnel, restrictions on the Company’s exploration
and drilling programs and/or the timing to process drill and other metallurgical testing and the slowdown or temporary suspension of
operations at some or all of the Company’s properties, resulting in reduced production volumes. Although the Company has the capacity
to continue certain administrative functions remotely, many other functions, including mining operations, cannot be conducted remotely.
Any such disruptions could have an adverse effect on the Company’s production, revenue, net income and business.
We are dependent on management and key
personnel.
Our Chair and Chief Executive Officer and our
operational management team all have extensive experience in the mineral resources industry in China. Most of the non-executive directors
also have extensive experience in mining and/or exploration (or as advisors to companies in the field). The Company’s success depends
to a significant extent upon its ability to retain, attract and train key management personnel, both in Canada and in China.
The Company depends on the services of several
key personnel, including the Chief Executive Officer, Chief Financial Officer, and the China operational management team, the loss of
any one of whom could have an adverse effect on the Company’s operations.
The Company’s ability to manage growth
effectively will require it to continue to implement and improve management systems and to recruit and train new employees. The Company
cannot be assured that it will be successful in attracting and retaining skilled and experienced personnel.
Currency fluctuations may affect our results
of operation and financial condition.
The Company reports its financial statements
in U.S. dollars. The functional currency of the head office, Canadian subsidiaries and all intermediate holding companies is the Canadian
dollar while the functional currency of all Chinese subsidiaries is Chinese Renminbi. The Company is exposed to foreign exchange risk
when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currencies. The fluctuation
of the exchange rate between the reporting currency and its functional currencies may materially and adversely affect the Company’s
financial position.
Our insurance may not provide adequate
coverage in the event of a loss.
The Company’s mining activities are subject
to the risks normally inherent in the industry, including but not limited, to environmental hazards, flooding, fire, periodic or seasonal
hazardous climate and weather conditions, unexpected rock formations, industrial accidents and metallurgical and other processing problems.
These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties; personal injury;
environmental damage; delays in mining; increased production costs; monetary losses; and possible legal liability. The Company may become
subject to liability which it cannot insure or may elect not to insure due to high premium costs or other reasons. Where considered practical
to do so, the Company maintains insurance against risks in the operation of its business in amounts which the Company believes to be
reasonable. Such insurance, however, contains exclusions and limitations on coverage. The Company cannot provide any assurance that such
insurance will continue to be available, be available at economically acceptable premiums or be adequate to cover any resulting liability.
In some cases, coverage is not available or considered too expensive relative to the perceived risk.
Our operations involve significant risks
and hazards inherent to the mining industry.
Mining is inherently dangerous and the Company’s
operations are subject to a number of risks and hazards including, without limitation: environmental hazards; discharge of pollutants
or hazardous chemicals; industrial accidents; failure of processing and mining equipment; labour disputes; supply problems and delays;
encountering unusual or unexpected geologic formations or other geological or grade problems; encountering unanticipated ground or water
conditions; cave-ins, pit wall failures, flooding, rock bursts and fire; periodic interruptions due to inclement or hazardous weather
conditions; equipment breakdown; other unanticipated difficulties or interruptions in development, construction or production; other
acts of God or unfavourable operating conditions; and health and safety risks associated with spread of COVID-19 pandemic, and any future
emergence and spread of similar pathogens.
Such risks could result in damage to, or destruction
of, mineral properties or processing facilities, personal injury or death, loss of key employees, environmental damage, delays in mining,
monetary losses and possible legal liability. Satisfying such liabilities may be very costly and could have a material adverse effect
on the Company’s future cash flow, results of operations and financial condition.
Our directors and officers may have conflicts
of interest as a result of their relationships with other mining companies that are not affiliated with us.
Conflicts of interest may arise as a result of
the directors and officers of the Company also holding positions as directors and/or officers of other companies. Some of those persons
who are directors and officers of the Company have and will continue to be engaged in the identification and evaluation of assets and
business opportunities and companies on their own behalf and on behalf of other companies, and situations may arise where the directors
and
officers may be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies under the
Business Corporations Act (British Columbia).
If we are unable to implement and maintain
effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial
reports.
Management and directors of the Company are responsible
for establishing and maintaining an adequate system of internal control over financial reporting and used the Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate,
with the participation of the CEO and CFO, the effectiveness of internal controls. The Company’s internal control over financial
reporting includes:
| ● | maintaining
records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions
of the assets of the Company; |
| ● | providing
reasonable assurance that transactions are recorded as necessary for preparation of our consolidated
financial statements in accordance with generally accepted accounting principles; |
| ● | providing
reasonable assurance that receipts and expenditures are made in accordance with authorizations
of management and the directors of the Company; and |
| ● | providing
reasonable assurance that unauthorized acquisition, use or disposition of company assets
that could have a material effect on the Company’s consolidated financial statements
would be prevented or detected on a timely basis. |
Based on this evaluation, the Company believes
it has a proper internal control and risk management system in place. The Company concluded that its internal control over financial
reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by COSO was effective as of
March 31, 2023, and provided a reasonable assurance of the reliability of the Company’s financial reporting and preparation of
the financial statements.
No matter how well a system of internal control
over financial reporting is designed, any system has inherent limitations. Even systems determined to be effective can provide only reasonable
assurance of the reliability of financial statement preparation and presentation. Also, controls may become inadequate in the future
because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures. In addition,
as some of the risk management and internal control policies and procedures are relatively new, the Company may need to establish and
implement additional policies and procedures to further improve the Company’s systems from time to time. Since the Company’s
risk management and internal controls depend on implementation by Company employees, there is a risk that such implementation will involve
human errors or mistakes. If the Company fails to implement its policies and procedures in a timely manner or fails to identify risks
that affect the Company’s business, the Company’s business, results of operations and financial condition could be materially
and adversely affected.
The failure to achieve and maintain the adequacy
of our internal control over financial reporting on a timely basis could result in the loss of investor confidence in the reliability
of the financial statements, which in turn could harm the business and negatively impact the trading price of shares. In addition, any
failure to implement the required new or improved controls, or difficulties encountered in their implementation, could harm the operating
results or cause failure in meeting the reporting obligations. There can be no assurance that the Company will be able to remediate material
weaknesses, if any, identified in future periods, or maintain all of the controls necessary for
continued compliance, and there can be
no assurance that the Company will be able to retain sufficient skilled finance and accounting personnel, especially in light of the
increased demand for such personnel among publicly traded companies. Future acquisitions of companies may provide the Company with challenges
in implementing the required processes, procedures and controls in the acquired operations. Acquired companies may not have disclosure
controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities
laws currently applicable to the Company.
We may be subject to regulatory investigations,
claims and legal proceedings that could materially and adversely impact our business, financial condition or results of operations.
Due to the nature of its business, the Company
may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of its business.
The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the
discovery of evidence process, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be
reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on the Company’s business.
No assurance can be given with respect to the
ultimate outcome of current or future litigation or regulatory proceedings, and the amount of any damages awarded, or penalties assessed
in such a proceeding could be substantial. In addition to monetary damages and penalties, the allegations made in connection with the
proceedings may have a material adverse effect on the reputation of the Company and may impact its ability to conduct operations in the
normal course.
Litigation and regulatory proceedings also require
significant resources to be expended by the directors, officers and employees of the Company and as a result, the diversion of such resources
could materially affect the ability of the Company to conduct its operations in the normal course of business. Significant fees and expenses
may be incurred by the Company in connection with the investigation and defense of litigation and regulatory proceedings. The Company
may also be obligated to indemnify certain directors, officers, employees and experts for additional legal and other expenses pursuant
to such proceedings, which additional costs may be substantial and could have a negative effect on the Company’s future operating
results. The Company may be able to recover certain costs and expenses incurred in connection with such matters from its insurer. However,
there can be no assurance regarding when or if the insurer will reimburse the Company for such costs and expenses.
You may not be able to enforce civil liabilities
against us, our directors, executive officers or experts.
Investors in the United States or in other jurisdictions
outside of Canada may have difficulty bringing actions and enforcing judgments against the Company, its directors, its executive officers
and some of the experts named in this AIF based on civil liabilities provisions of the federal securities laws, other laws in the U.S.
state(s) in or the equivalent laws of other jurisdictions of residence.
Our investment in New Pacific Metals Corp.
is subject to a number of risks and may prove unprofitable.
The Company is a strategic investor in New Pacific
Metals Corp. (“New Pacific Metals”), a Canadian public company listed on the TSX under the symbol “NUAG” and
NYSE American under the symbol “NEWP”. As of March 31, 2023, the Company owned 44,351,616 shares of New Pacific Metals, representing
a 28.2% ownership interest. New Pacific Metals is a mining company engaged in exploring and developing mineral properties in Bolivia.
Investments in junior mining companies involve volatile share prices, liquidity risk, and may result in possible loss of principal. New
Pacific Metals has no revenue from operations and no ongoing mining operations of any kind.
Resource exploration and development is a speculative
business and involves a high degree of risk, including, among other things, unprofitable efforts resulting both from the failure to discover
mineral deposits and from finding mineral deposits which, though present, are insufficient in size and grade at the then prevailing market
conditions to return a profit from production. The marketability of natural resources which may be acquired or discovered by New Pacific
Metals will be affected by numerous factors beyond the control of New Pacific. These factors include market fluctuations, the proximity
and capacity of natural resource markets, and government regulations, including regulations relating to prices, taxes, royalties, land
use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in the Company not receiving an adequate return on invested capital or the possible loss
of principal.
Substantial expenditures are required to establish
ore reserves through drilling, metallurgical, and other testing techniques, determine metal content and metallurgical recovery processes
to extract metal from the ore, and construct, renovate, or expand mining and processing facilities. No assurance can be given that any
level of recovery of ore reserves will be realized or that any identified mineral deposit, even if it is established to contain an estimated
resource, will ever qualify as a commercial mineable ore body, which can be legally and economically exploited.
In addition to the high degree of risk associated
with investing in exploration and development mining companies, the Company’s investment in New Pacific Metals entails an additional
risk by virtue of the fact that its projects are located in Bolivia. There has been a significant level of political and social unrest
in Bolivia in recent years resulting from a number of factors, including Bolivia’s history of political and economic instability
under a variety of governments and high rate of unemployment. New Pacific Metals’ exploration and development activities may be
affected by changes in government, political instability, and the nature of various government regulations relating to the mining industry.
Bolivia’s fiscal regime has historically been favourable to the mining industry, but there is a risk that this could change. New
Pacific Metals cannot predict the government’s positions on foreign investment, mining concessions, land tenure, environmental
regulation, or taxation. A change in government positions on these issues could adversely affect New Pacific Metals’ business and/or
its holdings, assets, and operations in Bolivia. Any changes in regulations or shifts in political conditions are beyond the control
of New Pacific Metals. Moreover, protestors and cooperatives have previously targeted foreign companies in the mining sector, and as
a result there is no assurance that future social unrest will not have an adverse impact on the Company’s operations. Labour in
Bolivia is customarily unionized and there are risks that labour unrest or wage agreements may impact operations. New Pacific Metals’
operations in Bolivia may also be adversely affected by economic uncertainty characteristic of developing countries. In addition, operations
may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls,
currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land
use, land claims of local people, water use, and safety factors. There is no assurance that New Pacific will be successful in obtaining
ratification and approval by the Pluractional Legislative Assemble of Bolivia on the mining production contract (“MPC”) it
signed with Corporación Minera de Bolivia (COMIBOL) in a timely manner or at all, or that they will be obtained on reasonable
terms. New Pacific Metals cannot predict the government’s positions on foreign investment, mining concessions, land tenure, environmental
regulation, community relations, or taxation. A change in government positions on these issues could adversely affect the ratification
of the MPC and New Pacific Metals’ business.
Exploration and development of, and production
from, any deposits at New Pacific Metals’ mineral projects require permits from various government authorities. There can be no
assurance that any required permits will be obtained in a timely manner or at all, or on reasonable terms. Delays or failure to obtain,
expiry of, or a failure to comply with the terms of such permits could prohibit development of New Pacific Metals’ mineral projects
and have a material adverse impact on New Pacific Metals.
While New Pacific Metals believes the contractual
relationships and the structures it has in place with private Bolivian companies owned 100% by Bolivian nationals for the Silverstrike
Project and the Carangas Project are legally
compliant with Bolivian laws related to the Frontier Areas, there is no assurance that the
New Pacific Metals Bolivian partner will be successful in obtaining approval of Autoridad Jurisdiccional Adminstrativa Minera (“AJAM”)
to convert the exploration licenses to AMCs in the case of Carangas Project, or that even if approved, that such contractual relationship
and structure will not be challenged by other Bolivian organizations or communities.
Our investment in Tincorp Metals Inc. (formerly
Whitehorse Gold Corp.) is subject to a number of risks and may prove unprofitable.
The Company is a strategic investor in Tincorp
Metals Inc. (formerly Whitehorse Gold Corp.)(“Tincorp”), a Canadian public company listed on the TSX-V under the symbol “TIN”.
As of March 31, 2023, the Company owned 19,514,286 common shares of Tincorp, representing a 29.3% interest in Tincorp.
Tincorp is a junior exploration company currently
in the business of acquiring and exploring mineral properties. Investments in junior mining companies involve volatile share prices,
liquidity risk, and may result in possible loss of principal. Tincorp has no revenue from operations and no ongoing mining operations
of any kind.
Long-term operation of Tincorp’s business
and its profitability are dependent, in part, on the cost and success of its exploration and future development programs. Mineral exploration
and development involve a high degree of risk and historically few properties that are explored are ultimately developed into producing
mines. There is no assurance that Tincorp’s mineral exploration and future development programs will result in any discoveries,
expansions of mineral resources or the definition of mineral reserves. There is also no assurance that, even if commercially viable quantities
of mineral resources or mineral reserves are discovered, a mineral property will be brought into commercial production. Development of
Tincorp’s mineral properties will only commence if it obtains satisfactory exploration results. Discovery of mineral deposits is
dependent upon a number of factors, including the technical skill of the exploration geoscientists involved. The commercial viability
of a mineral deposit is also dependent upon a number of factors including: the particular attributes of the deposit such as size, grade
and proximity to infrastructure; metal prices; and government regulations including regulations relating to royalties, allowable production,
importing and exporting of minerals and environmental protection. Most of the above factors are beyond the control of Tincorp. Unsuccessful
exploration or development programs could have a material adverse impact on Tincorp’s operations and profitability.
In addition, Tincorp’s mineral projects
are subject to a number of risks that may make it less successful than anticipated, including, without limitation: (a) delays or higher
than expected exploration costs; (b) negative technical results and/or technical results that fail to deliver the required returns to
render the ongoing development of the Skukum Gold Project economic; (c) delays in receiving environmental permits and/or social license
from indigenous groups; (d) delays in receiving permits; (e) delays or higher than expected costs in obtaining the necessary equipment
or services to build and operate the Skukum Gold Project; and (f) adverse mining conditions may delay and hamper the ability of Tincorp
to produce the expected quantities of minerals.
Tincorp’s operations are subject to government
approvals, licences and permits. No guarantee can be given that the necessary government exploration and mining permits and licenses
will be issued to Tincorp or, if they are issued, that they will be renewed in an appropriate or timely manner, or that Tincorp will
be in a position to comply with all conditions that are imposed. The granting and enforcement of the terms of such approvals, licences
and permits are, as a practical matter, subject to the discretion of the applicable governments or governmental officials. To the extent
such approvals, licenses or permits are required and not obtained, Tincorp may be curtailed or prohibited from continuing or proceeding
with exploration or development of mineral properties.
First Nation interests and rights as well as
related consultation issues may impact Tincorp’s ability to pursue exploration, development and mining at its properties. Tincorp
intends to communicate and consult with First
Nations communities in order to foster a positive relationship with those groups but there
is no assurance that claims or other assertions of rights by First Nation communities or consultation issues will not arise on or with
respect to Tincorp’s properties or activities. Such claims and issues could result in significant costs and delays or materially
restrict Tincorp’s activities.
Some of Tincorp’s projects are located
in Bolivia and, therefore, Tincorp’s current and future mineral exploration and mining activities are exposed to various levels
of political economic, and other risks and uncertainties. In recent years, there has been a significant level of political, social and
economic instability under a variety of governments and a high rate of unemployment. Tincorp’s exploration activities may be affected
by changes in government, political instability, and the nature of various government regulations relating to the mining industry.
Bolivia’s fiscal regime has historically
been favourable to the mining industry, but there is a risk that this could change. Tincorp cannot predict the government’s positions
on foreign investment, mining concessions, land tenure, environmental regulation, or taxation. A change in government positions on these
issues could adversely affect Tincorp’s business and/or its holdings, assets, and operations in Bolivia. Any changes in regulations
or shifts in political conditions are beyond the control of Tincorp. Moreover, protestors and cooperatives have previously targeted foreign
companies in the mining sector, and as a result there is no assurance that future social unrest will not have an adverse impact on Tincorp’s
operations.
Labour in Bolivia is customarily unionized and
there are risks that labour unrest or wage agreements may impact operations. Tincorp’s operations in Bolivia may also be adversely
affected by economic uncertainty characteristic of developing countries. In addition, operations may be affected in varying degrees by
government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income taxes,
expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people,
water use, and safety factors. Tincorp cannot predict the government’s positions on foreign investment, mining concessions, land
tenure, environmental regulations, community relations, taxation or otherwise.
Our information technology systems may
be vulnerable to disruption, which could place our systems at risk for data loss, operational failure or compromise of confidential information.
The Company is subject to cybersecurity risks
including unauthorized access to privileged information, destroy data or disable, degrade or sabotage our systems, including through
the introduction of computer viruses. Although we take steps to secure our configurations and manage our information system, including
our computer systems, internet sites, emails and other telecommunications, and financial/geological data, there can be no assurance that
measures we take to ensure the integrity of our systems will provide adequate protection, especially because cyberattack techniques used
change frequently or are not recognized until successful. The Company has not experienced any material cybersecurity incident in the
past, but there can be no assurance that the Company would not experience in the future. If our systems are compromised, do not operate
properly or are disable, we could suffer financial loss, disruption of business, loss of geology data which could affect our ability
to conduct effective mine planning and accurate mineral resources estimates, loss of financial data which could affect our ability to
provide accurate and timely financial reporting.
A continued or worsened slowdown in the
financial markets or other economic conditions could have a material adverse effect on our business, financial condition and results
of operations.
General economic conditions may adversely affect
our growth, profitability and ability to obtain financing. Events in global financial markets in the past several years have had a profound
impact on the global economy. Many industries, including the silver and gold mining industry, have been and continue to be impacted by
these market
conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting
in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets
and a lack of market confidence and liquidity. A continued or worsened slowdown in the financial markets or other economic conditions,
including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt
levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our growth,
profitability and ability to obtain financing. A number of issues related to economic conditions could have a material adverse effect
on our business, financial condition and results of operations, including:
| ● | contraction
in credit markets could impact the cost and availability of financing and our overall liquidity; |
| ● | the
volatility of silver, gold and other metal prices would impact our revenues, profits, losses
and cash flow; |
| ● | recessionary
pressures could adversely impact demand for our production; |
| ● | volatile
energy, commodity and consumables prices and currency exchange rates could impact our production
costs; |
| ● | the
devaluation and volatility of global stock markets could impact the valuation of our equity
and other securities; and |
| ● | significant
disruption to the global economic conditions caused by COVID-19 as discussed above. |
ITEM
5 MINERAL PROPERTIES
The Company has interests in mineral properties
located in China and Mexico. As at March 31, 2023, these properties were carried on the Company’s consolidated statements of financial
position as assets with a book value of approximately $303.4 million. The book value consists of acquisition costs plus cumulative expenditures
on properties, net of amortization and impairment charges for which the Company has future development plans.
For the purposes of NI 43-101, the following
properties have been determined to be material to the Company as of March 31, 2023: (a) the Ying Mining District, Henan Province, China
(the “Ying Property” or “Ying”); and (b) the GC Mine located in Guangdong Province, China.
Except as otherwise disclosed, Guoliang Ma, P.
Geo., Manager of Exploration and Resource of the Company, is the Qualified Person for Silvercorp under NI 43-101 who has reviewed and
given consent to the scientific and technical information contained in this AIF.
| 5.1 | Ying Mining District, Henan Province, China |
Current Technical Report
Except as otherwise stated, the information in
this AIF is based on the latest Technical Report titled “NI 43- 101 Technical Report Update on the Ying Ag-Pb-Zn Property in Henan
Province, People’s Republic of China” (the “Ying 2022 Technical Report”), effective date September 20, 2022,
and prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”) with report date November 3, 2022. AMC has previously prepared
Technical Reports on the Ying Property in 2020 (filed 14 October 2020, effective date 31 July 2020); 2017 (filed 24 February 2017,
effective date 31
December 2016); 2014 (filed 5 September 2014, effective date 31 December 2013); 2012 (filed 15 June 2012, effective
date 1 May 2012); and in 2013 (minor update to 2012 report, filed 6 May 2013, effective date 1 May 2012).
The authors of the Ying 2022 Technical Report
are all qualified persons (each, a “QP”) within the meaning of NI 43-101. Six of the seven authors are independent qualified
persons.
Portions of the following information are based
on the assumptions, qualifications and procedures described in the Ying 2022 Technical Report, which are not fully described herein.
The full text of the Ying 2022 Technical Report which is available for review on SEDAR at www.sedar.com is incorporated by reference
in this AIF.
Project Description, Location and Access
The Ying Property is about 240 km west-southwest
of Zhengzhou, the capital city of Henan Province, and 145 km south-west of Luoyang, which is the nearest major city. The nearest small
city to the Ying Property area is Luoning, about 56 km by paved roads from Silvercorp’s Ying mill site, which is located to the
north of the mining license areas. The project areas have good road access and operate year-round. The area has a continental sub-tropical
climate with four distinct seasons.
Ownership
Silvercorp, through its wholly owned subsidiary
Victor Mining Ltd, is party to a cooperative joint venture agreement dated 12 April 2004 under which it earned a 77.5% interest in Henan
Found Mining Co. Ltd (Henan Found), the Chinese company holding (with other assets) the SGX, HZG, TLP, LMW, and DCG projects. In addition,
Silvercorp, through its wholly owned subsidiary Victor Resources Ltd, is party to a cooperative agreement dated 31 March 2006, under
which it initially obtained a 60% interest in Henan Huawei Mining Co. Ltd (Henan Huawei), the beneficiary owner of the project in Haopinggou
(the HPG Project) and the project in Longmen (the LME Project). Since that time, Silvercorp’s interest in Henan Huawei has increased
to 80%.
Mining Licenses
The Ying Property is covered by four major contiguous
mining licenses. The total area of the four mining licenses is 68.59 sq km. Table 1 lists their names, license numbers, areas and expiry
dates. All Tables are numbered relative to their position in the AIF.
Area
and license name |
Mines |
Mining
license # |
Sq km |
ML Expiry Date |
Yuelianggou Lead-zinc-silver Mine |
SGX and HZG |
C4100002009093210038549 |
19.8301 |
Sept 2024 |
Haopinggou Lead-zinc-silver-gold Mine |
HPG |
C4100002016043210141863 |
6.2257 |
29 Apr 2028 |
Tieluping-Longmen Silver-lead Mine |
TLP, LME and LMW |
C4100002016064210142239 |
22.7631 |
26 Feb 2041 |
Dongcaogou Gold-silver Mine |
none |
C4100002015064210138848 |
19.772 |
15 June 2025 |
Total |
|
|
68.59 |
|
In addition, mining is only permitted between
prescribed elevations as follows:
| ● | Yuelianggou
Mining License – 1,060 m and 0 m elevations |
| ● | Haopinggou
Mining–License - 955 m and the 365 m elevations |
| ● | Tieluping-Longmen
Mining–License - 1,250 m and the 700 m elevations |
| ● | Doncaogau
Mining–License - 1,087 m and the 605 m elevations |
Henan Found has engaged an accredited geological
team to prepare the reports needed to apply for extensions of the four mining permits to mine the ores below the current permits’
lower limits.
Mining licenses are subject to mining-right usage
fees, and applicable Mineral Resource taxes. The renewal of mining licenses and extending of mining depth and boundaries occur in the
ordinary course of business as long as Mineral Resources exist, are defined, the required documentation is submitted, and the applicable
government resources taxes and fees are paid. The mining licenses give the right to carry out full mining and mineral processing operations
in conjunction with safety and environmental certificates. Safety certificates for Silvercorp’s mining activities have been issued
by the Department of Safety, Production and Inspection of Henan Province. Environmental certificates have been issued by the Department
of Environmental Protection of Henan Province.
Surface rights for mining purposes are not included
in the licenses, but Silvercorp has acquired or leased surface rights for mining and milling activities by effecting payment of a fee
based on the appraised value of the land or negotiation. Subject to negotiation, some land use compensation fees may also be due to the
local farmers if their agricultural land is disturbed by exploratory work.
China has an established Mining Code that defines
the mining rights guaranteed by the government of China.
China has a 13% Value Added Tax (VAT) on sales
of concentrates and on articles such as materials and supplies. The VAT paid on materials purchased for mining is returned to Silvercorp
as an incentive to mine in China. There is no VAT on labour. In addition, Silvercorp also pays a VAT surtax, which amounts to approximately
1.6% of sales, and Mineral Resources tax is currently levied at approximately 3% of sales. The normal income tax rate in China is 25%.
In 2020, Henan Found was recognized as a High and New Technology Enterprise (HNTE) and its effective income tax rate was reduced to 15%
from 2020 to 2022. The recognition of a HNTE is good for three years, and can be renewed, subject to government approval, in the fourth
year.
There are no known or recognized environmental
issues that might preclude or inhibit a mining operation in this area. Some major land purchases may be required in the future for mine
infrastructure purposes (such as for additional processing plant requirements, waste disposal, offices and accommodations). There are
no significant factors and risks that may affect access, title, or the right or ability to perform work on the Ying property that are
known at this time.
History
Silver-lead-zinc
mineralization in the Ying district has been known and intermittently mined for several hundred years. The first systematic geological
prospecting and exploration was initiated in 1956 by the Chinese government. Detailed summaries of the district’s historical activities
from 1956 to 2004, when Silvercorp first acquired interests in the area, are described in previous NI 43-101 Technical Reports.
Silvercorp
acquired an interest in the SGX Mine Project in 2004. Subsequently, Silvercorp acquired the HZG, HPG, TLP, and LM mines (LME and LMW),
and DCG project, all of which were previously held and operated by private Chinese companies.
Geology,
Exploration and Mineral Resources
The
Ying Property is situated in the 300 km-long west-northwest trending Qinling orogenic belt, a major structural belt formed by the collision
of two large continental tectonic plates in Paleozoic time. Rocks along the orogenic belt are severely folded and faulted, offering optimal
structural conditions for the emplacement of mineral deposits. Several operating silver-lead-zinc mines, including those in the Ying
Property, occur along this belt. The dominant structures in the region are west-northwest trending folds and faults, the faults comprising
numerous thrusts with sets of conjugate shear structures trending either north-west or north-east. These shear zones are associated with
all the important mineralization in the district.
Mineralization
predominantly comprises numerous mesothermal, silver-lead-zinc-rich, quartz-carbonate veins in steeply-dipping, fault-fissure zones which
cut Precambrian gneiss and greenstone. The veins thin and thicken abruptly along the structures in classic “pinch-and-swell”
fashion with widths varying from a few centimetres up to a few metres. The fault-fissure zones extend for hundreds to a few thousand
metres along strike. To date, significant mineralization has been defined or developed in at least 356 discrete vein structures, and
many other smaller veins have been found but not, as yet well explored. Included in the number of veins is ten new gold-rich veins which
have been a recent exploration target for Silvercorp. The vein systems of the various mine areas in the district are generally similar
in mineralogy, with slight differences between some of the separate mine areas and between the different vein systems within each area.
From
January 1, 2020, to December 31, 2021, Silvercorp drilled 2,074 underground holes and 669 surface holes, for a total of approximately
492,337 m. Most drill core is NQ-sized (48 millimetres (mm)). Drill core recoveries are influenced by lithology and average 98 –
99%. Core is logged, photographed, and sampled in the core shack on surface. Samples are prepared by cutting the core in half with a
diamond saw. One half of the core is marked with sample number and sample boundary and then returned to the core box for archival storage.
The other half is placed in a labelled cotton cloth bag with sample number marked on the bag. The bagged sample is then shipped to the
laboratory for preparation and assaying. Other than drilling, the mines have been explored primarily from underground workings. The workings
follow vein structures along strike, on levels spaced approximately 40 m apart. Channel samples across the structures are collected at
5 m intervals. From January 1, 2020 to December 31, 2021, Silvercorp undertook 93,740 m of tunneling, and collected 45,197 channel samples.
Silvercorp
has implemented industry standard practices for sample preparation, security, and analysis. All core and channel sampling is completed
by Silvercorp personnel. Samples from NQ drill core are collected following detailed geological logging at secure core processing facilities
located at each mine site. Bagged and sealed half core drillhole samples are transported by Silvercorp personnel or courier to one of
nine commercial laboratories. Channel sampling is completed by cutting channels into walls or faces of tunnels and cross cuts and collecting
composite chip samples. Channel samples are transported by Silvercorp personnel to the Ying site laboratory at the mill complex in Luoning
County.
The
sample preparation procedures used at the various laboratories (nine used since January 2020), incorporate sample drying to between 60°Celsius
(C) and 105°C, crushing to at least 3 mm, subsampling via splitter or mat and scoop, and then pulverizing to 74 µm (micron).
Analytical procedures for Ag, Pb, and Zn typically include a two or four acid digest of between 0.1 gram (g) and 1 g pulp followed by
AAS or ICP with various instrumental finishes. Fire assay is used for gold analysis, and silver overlimit analysis.
Silvercorp
has established Quality Assurance / Quality Control (QA/QC) procedures which monitor accuracy, precision and sample contamination during
sampling, preparation, and analytical processes through the inclusion of certified reference materials (CRM), coarse blanks, and field
duplicates with sample batches. Umpire sampling has been completed by several independent laboratories. The QA/QC program for January
1, 2020 to December 31, 2021 included 4,860 CRMs, 4,852 coarse blanks, 5,210 quarter core field duplicates, and 252 umpire samples with
210,235 drillhole samples. A further 898 CRMs, 904 coarse blanks, 905 field duplicates, and 1,140 umpire samples were submitted with
the 22,075 channel samples. Insertion rates for the various types were between 1.9% and 3.0%.
Silvercorp’s
present protocols employed at the Ying Property do not encompass all aspects of a comprehensive QA/QC program, do not include optimal
rates of insertion, and have not included rigorous monitoring of results in real time. Despite these issues, a review by the QP shows
that there are no material accuracy, precision, or systematic contamination errors within the Ying sample database. The QP considers
the Ying sample database to be acceptable for Mineral Resource estimation.
Data
verification was completed by the QPs, and while some minor issues were found, the QPs do not consider the issues noted to have a material
impact on Mineral Resource estimates. The QPs consider the data to be acceptable for Mineral Resource estimation.
The
Mineral Resource estimates for the SGX, HZG, HPG, TLP, LME, LMW, and DCG deposits at the Ying Property were prepared by Mr. Shoupu Xiang,
Resource Geologist of Silvercorp, Beijing. Grade estimation was completed for a total of 356 veins using a block modelling approach using
the inverse distance squared (ID2) interpolation method in Micromine software. The interpretation and construction of mineralization
wireframes was completed by digitizing vein strings in cross section, and then linking strings to create three-dimensional (3D) wireframes.
Mineralization interpretations were constructed primarily based on silver, lead, zinc, and where relevant, gold grades, but also incorporated
mapping data from underground workings and logging from drill core. Mineralized veins at the SGX, HPG, and HZG mines were modelled using
a nominal threshold of 140 grams per tonne (g/t) silver equivalent (“AgEq”). Mineralized veins at the TLP, LMW, LME, and
DCG mines were modelled using a nominal threshold of 120 g/t AgEq. A composite interval of 0.4 m was selected for all mines based on
the predominant sample length. Appropriate top capping was used where required which was different for each vein. Grade estimates were
completed for Ag and Pb in all deposits, Zn in several deposits, and Au within select veins at select deposits.
Grade
estimates have been reviewed by independent QPs Mr. Rod Webster, MAIG, Mr. Simeon Robinson, P.Geo., MAIG, and Dr. Genoa Vartell, P.Geo.
of AMC. Mr. Webster takes responsibility for the SGX, HPG, HZG LMW, and DCG estimates. Mr. Robinson takes responsibility for the TLP
estimate. Dr. Vartell takes responsibility for the LME estimate.
The
Mineral Resources include material (approximately 25% of the total Mineral Resources based on AqEq metal) below the lower elevation limit
of Silvercorp’s current mining licenses. However, because of the nature of Chinese regulations governing applications for new or
extended mining licenses, the QPs for the Mineral Resource estimation are satisfied that there is no material risk associated with the
granting of approval to Silvercorp to extend the lower depth limit of its licenses and to develop these Mineral Resources as and when
required.
Mineral
Resources by mine for the Ying Property as of December 31, 2021 are presented in Table 1.1. These estimates incorporate Ag and Pb in
all deposits, Zn in select deposits, and Au within select veins at select deposits. Mineral Resources are reported above a cut-off grade
(“COG”) based on in-situ values in AgEq terms in g/t. COGs incorporate mining, processing, and general and administrative
costs which were provided by Silvercorp for each mine and reviewed by the QP for Mineral Reserves. The AgEq formula and COG applied to
each mine are noted in the footnotes of Table 1.1.
| Table
1.1 | Ying
Mineral Resources as of 31 December 2021 |
Mine |
Resource category |
Tonnes (Mt) |
Au grade
(g/t) |
Ag grade
(g/t) |
Pb grade
(%) |
Zn grade
(%) |
Au metal
(koz) |
Ag metal
(Moz) |
Pb metal
(kt) |
Zn metal
(kt) |
SGX |
Measured |
3.51 |
0.05 |
290 |
5.56 |
2.75 |
5.48 |
32.81 |
195.38 |
96.62 |
Indicated |
3.13 |
0.01 |
247 |
4.67 |
2.17 |
0.57 |
24.86 |
146.14 |
68.04 |
Meas + Ind |
6.64 |
0.03 |
270 |
5.14 |
2.48 |
6.05 |
57.66 |
341.52 |
164.66 |
Inferred |
3.98 |
0.01 |
232 |
4.63 |
1.93 |
0.70 |
29.75 |
184.30 |
76.79 |
HZG |
Measured |
0.51 |
- |
372 |
1.20 |
- |
- |
6.15 |
6.18 |
- |
Indicated |
0.51 |
- |
358 |
0.91 |
- |
- |
5.91 |
4.68 |
- |
Meas + Ind |
1.03 |
- |
365 |
1.06 |
- |
- |
12.06 |
10.86 |
- |
Inferred |
0.55 |
- |
326 |
0.83 |
- |
- |
5.75 |
4.55 |
- |
HPG |
Measured |
0.77 |
1.37 |
94 |
3.87 |
1.40 |
33.91 |
2.31 |
29.73 |
10.72 |
Indicated |
0.92 |
1.60 |
68 |
3.17 |
1.22 |
47.36 |
2.01 |
29.22 |
11.26 |
Meas + Ind |
1.69 |
1.50 |
80 |
3.49 |
1.30 |
81.27 |
4.32 |
58.95 |
21.98 |
Inferred |
1.45 |
2.61 |
91 |
3.43 |
1.20 |
121.87 |
4.26 |
49.78 |
17.43 |
TLP |
Measured |
2.45 |
- |
221 |
3.43 |
- |
- |
17.41 |
83.93 |
- |
Indicated |
2.01 |
- |
189 |
3.08 |
- |
- |
12.16 |
61.84 |
- |
Meas + Ind |
4.46 |
- |
206 |
3.27 |
- |
- |
29.58 |
145.77 |
- |
Inferred |
3.76 |
- |
180 |
2.86 |
- |
- |
21.78 |
107.46 |
- |
LME |
Measured |
0.45 |
0.10 |
357 |
1.73 |
0.35 |
1.45 |
5.11 |
7.71 |
1.54 |
Indicated |
1.02 |
0.22 |
315 |
1.67 |
0.42 |
7.17 |
10.35 |
17.06 |
4.30 |
Meas + Ind |
1.47 |
0.18 |
327 |
1.69 |
0.40 |
8.62 |
15.46 |
24.77 |
5.85 |
Inferred |
1.49 |
0.65 |
221 |
1.45 |
0.41 |
30.86 |
10.55 |
21.58 |
6.03 |
LMW |
Measured |
0.94 |
0.21 |
325 |
2.63 |
- |
6.45 |
9.78 |
24.65 |
- |
Indicated |
2.16 |
0.36 |
232 |
2.04 |
- |
24.84 |
16.12 |
43.91 |
- |
Meas + Ind |
3.09 |
0.31 |
260 |
2.22 |
- |
31.28 |
25.90 |
68.56 |
- |
Inferred |
1.51 |
0.07 |
235 |
2.36 |
- |
3.63 |
11.39 |
35.52 |
- |
DCG |
Measured |
0.15 |
2.57 |
75 |
1.19 |
0.30 |
12.67 |
0.37 |
1.82 |
0.46 |
Indicated |
0.20 |
3.33 |
101 |
2.26 |
0.20 |
21.50 |
0.65 |
4.54 |
0.39 |
Meas + Ind |
0.35 |
3.00 |
90 |
1.80 |
0.24 |
34.17 |
1.02 |
6.36 |
0.85 |
Inferred |
0.32 |
1.44 |
98 |
2.70 |
0.21 |
14.77 |
1.00 |
8.58 |
0.67 |
All |
Measured |
8.78 |
0.21 |
262 |
3.98 |
1.25 |
59.96 |
73.94 |
349.40 |
109.34 |
Indicated |
9.95 |
0.32 |
225 |
3.09 |
0.84 |
101.44 |
72.06 |
307.39 |
83.99 |
Meas + Ind |
18.73 |
0.27 |
242 |
3.51 |
1.03 |
161.40 |
146.01 |
656.79 |
193.34 |
Inferred |
13.05 |
0.41 |
201 |
3.15 |
0.77 |
171.83 |
84.46 |
411.77 |
100.92 |
Notes:
| ● | Measured
and Indicated Mineral Resources are inclusive of Mineral Reserves. |
| ● | Metal
prices: gold US$1,450/troy oz, silver US$18.60/troy oz, lead US$0.95/lb, zinc US$1.10/lb. |
| ● | Exchange
rate: RMB 6.50 : US$1.00. |
| ● | Mineral
Resource reported 5 m below surface. |
| ● | Veins
factored to minimum extraction width of 0.4 m after estimation. |
| ● | Cut-off
grades: SGX 170 g/t AgEq; HZG 170 g/t AgEq; HPG 180 g/t AgEq; TLP 155 g/t AgEq; LME 180 g/t
AgEq; LMW 160 g/t AgEq; DCG 155 g/t AgEq. |
| ● | AgEq
equivalent formulas by mine: |
| o | SGX
= Ag g/t+37.79*Pb%+20.76*Zn%. |
| o | HPG
= Ag g/t+69.41*Au g/t+36.84*Pb%+24.73*Zn%. |
| o | LME
= Ag g/t+35.84*Pb%+10.44*Zn%. |
| o | DCG
= Ag g/t+36.84*Pb%+24.73*Zn%. |
| ● | AgEq
formulas used for significant gold bearing veins: |
| o | SGX
(Veins S16W_Au, S18E and S74) = Ag g/t+66.25*Au g/t+37.79*Pb%+20.76*Zn%. |
| o | LME
(Vein LM4E2) = Ag g/t+66.70*Au g/t+35.84*Pb%+10.44*Zn%. |
| o | LMW
(Veins LM22, LM26, LM50 and LM51) = Ag g/t+65.78*Au g/t+36.88*Pb%. |
| o | DCG
(Veins C9, C76) = Ag g/t+69.41*Au g/t+36.84*Pb%+24.73*Zn%. |
| ● | Exclusive
of mine production to 31 December 2021. |
| ● | Numbers
may not compute exactly due to rounding. |
Comparison
of Mineral Resources, December 31, 2019, and December 31, 2021.
A
comparison of Mineral Resource estimates between 31 December 2019, and 31 December 2021, indicates the following:
| ● | Measured
and Indicated tonnes have decreased by 7% overall. The Inferred tonnes have decreased by
30%. |
| ● | Measured
and Indicated grades have increased for gold and silver by 79% and 4% respectively. Measured
and Indicated grades have decreased for lead by 4% and zinc by 10%. |
| ● | Inferred
grades increased for all metals: gold by 14%, silver by 9%, lead by 4%, and zinc by 13%. |
| ● | The
net result in the Measured and Indicated categories has been an increase in the contained
gold of 64% and decreases in the contained silver, lead, and zinc of 3%, 10%, and 16% respectively. |
| ● | The
net result in the Inferred category has been a decrease in the contained gold, silver, lead,
and zinc of 20%, 23%, 27%, and 20% respectively. |
Reasons
for the differences in grade, tonnes, and contained metal include conversion to higher categories arising from drilling and level development,
generally higher cut-off grades due to inflation, and depletion due to mining.
Mining
and Mineral Reserves
The
Mineral Reserve estimates for the Ying Property were prepared by Silvercorp under the guidance of independent QP Mr. H.A. Smith, P.Eng.,
who takes responsibility for those estimates. Table 1.2 summarizes the Mineral Reserve estimates for each mine and for the entire Ying
operation. 46.9% of the Mineral Reserve tonnage is categorized as Proven and 53.1% is categorized as Probable.
| Table
1.2 | Ying
Mineral Reserve estimates for 31 December 2021 |
Mine |
Category |
Mt |
Au (g/t) |
Ag (g/t) |
Pb
(%) |
Zn
(%) |
Metal contained in Mineral Reserves |
Au (koz) |
Ag (Moz) |
Pb (kt) |
Zn (kt) |
SGX |
Proven |
2.62 |
0.05 |
267 |
5.12 |
2.46 |
4.0 |
22.53 |
134.1 |
64.5 |
Probable |
2.61 |
0.00 |
230 |
4.41 |
1.90 |
0.3 |
19.33 |
115.2 |
49.7 |
Total Proven & Probable |
5.23 |
0.03 |
249 |
4.76 |
2.18 |
4.2 |
41.86 |
249.3 |
114.2 |
HZG |
Proven |
0.37 |
- |
350 |
1.08 |
- |
- |
4.17 |
4.0 |
- |
Probable |
0.36 |
- |
347 |
0.77 |
- |
- |
4.06 |
2.8 |
- |
Total Proven & Probable |
0.73 |
- |
348 |
0.93 |
- |
- |
8.23 |
6.8 |
- |
HPG |
Proven |
0.35 |
1.41 |
89 |
3.38 |
1.39 |
15.8 |
1.00 |
11.7 |
4.8 |
Probable |
0.44 |
1.80 |
59 |
2.76 |
1.04 |
25.7 |
0.85 |
12.2 |
4.6 |
Total Proven & Probable |
0.79 |
1.63 |
73 |
3.03 |
1.19 |
41.5 |
1.85 |
24.0 |
9.4 |
TLP |
Proven |
1.55 |
- |
219 |
3.15 |
- |
- |
10.94 |
49.0 |
- |
Probable |
1.02 |
- |
204 |
2.91 |
- |
- |
6.70 |
29.7 |
- |
Total Proven & Probable |
2.58 |
- |
213 |
3.05 |
- |
- |
17.64 |
78.7 |
- |
LME |
Proven |
0.23 |
0.16 |
349 |
1.59 |
0.32 |
1.2 |
2.62 |
3.7 |
0.7 |
Probable |
0.68 |
0.30 |
316 |
1.62 |
0.40 |
6.6 |
6.91 |
11.0 |
2.7 |
Total Proven & Probable |
0.91 |
0.27 |
325 |
1.61 |
0.38 |
7.9 |
9.53 |
14.7 |
3.4 |
LMW |
Proven |
0.57 |
0.33 |
321 |
2.27 |
- |
6.0 |
5.86 |
12.9 |
- |
Probable |
1.29 |
0.55 |
242 |
1.87 |
- |
23.0 |
10.06 |
24.1 |
- |
Total Proven & Probable |
1.86 |
0.48 |
266 |
1.99 |
- |
28.9 |
15.92 |
37.0 |
- |
DCG |
Proven |
0.09 |
2.41 |
73 |
1.38 |
0.28 |
6.8 |
0.20 |
1.2 |
0.2 |
Probable |
0.13 |
3.84 |
104 |
1.87 |
0.15 |
15.4 |
0.42 |
2.3 |
0.2 |
Total Proven & Probable |
0.21 |
3.25 |
91 |
1.67 |
0.20 |
22.2 |
0.62 |
3.5 |
0.4 |
Ying Mines |
Proven |
5.78 |
0.18 |
255 |
3.75 |
1.22 |
33.8 |
47.32 |
216.6 |
70.3 |
Probable |
6.54 |
0.34 |
230 |
3.02 |
0.87 |
70.9 |
48.32 |
197.5 |
57.2 |
Total Proven & Probable |
12.32 |
0.26 |
241 |
3.36 |
1.03 |
104.7 |
95.65 |
414.1 |
127.5 |
Notes
to Mineral Reserve Statement:
| ● | Cut
off grades (AgEq g/t): SGX – 235 Resuing, 195 Shrinkage; HZG – 245 Resuing, 195
Shrinkage; HPG – 260 Resuing, 200 Shrinkage; TLP – 225 Resuing, 190 Shrinkage;
LME – 265 Resuing, 225 Shrinkage; LMW – 245 Resuing, 200 Shrinkage; DCG-225 Resuing,
190 Shrinkage. |
| ● | Stope
Marginal cut off grades (AgEq g/t): SGX – 210 Resuing, 170 Shrinkage; HZG – 210
Resuing, 160 Shrinkage; HPG – 235 Resuing, 175 Shrinkage; TLP – 205 Resuing,
170 Shrinkage; LME – 210 Resuing, 170 Shrinkage; LMW – 205 Resuing, 160 Shrinkage;
DCG – 205 Resuing, 170 Shrinkage. |
| ● | Development
Ore cut off grades (AgEq g/t): SGX – 130; HZG – 125; HPG – 150; TLP –
125; LME – 125; LMW – 125; DCG
– 125. |
| ● | Unplanned
dilution (zero grade) assumed as 0.05m on each wall of a resuing stope and 0.10m on each
wall of a shrinkage stope. |
| ● | Mining
recovery factors assumed as 95% for resuing and 92% for shrinkage. |
| ● | Metal
prices: gold US$1,450/troy oz, silver US$18.60/troy oz, lead US$0.95/lb, zinc US$1.10/lb. |
| ● | Processing
recovery factors: SGX 91.5% Au, 95.9% Ag, 97.6% Pb, 60.0% Zn; HZG 96.8% Ag, 94.7% Pb; HPG
91.5% Au, 91.5% Ag, 90.8% Pb, 68.3% Zn; TLP 92.9% Ag, 91.7% Pb; LME 91.5% Au, 95.2% Ag, 92.0%
Pb, 30.0% Zn; LMW 91.5% Au, 96.5%
Ag, 95.9% Pb; DCG 91.5% Au, 91.5% Ag, 90.8% Pb, 68.3% Zn. |
| ● | Payables:
Au 81%; Ag 91.0%; Pb 96.4%; Zn 74.4%. |
| ● | Exclusive
of mine production to 31 December 2021. |
| ● | Exchange
rate assumed is RMB 6.50 : US$1.00. |
| ● | Numbers
may not compute exactly due to rounding. |
The
Mineral Reserve estimation assumes that current predominant stoping practices will continue to be employed at the Ying property, namely
cut and fill resuing and shrinkage stoping for most veins, using hand-held drills (jacklegs)
and hand-mucking within stopes, and loading
to mine cars by rocker-shovel or by hand. The largely sub-vertical veins, generally competent ground, reasonably regular vein width,
and hand-mining techniques using short rounds, allows a significant degree of selectivity and control in the stoping process. Minimum
mining widths of 0.5 m for resuing and 1.0 m for shrinkage are assumed. The QP has observed the resuing and shrinkage mining methods
at the Ying property and considers the minimum extraction and mining width assumptions to be reasonable.
Minimum
dilution assumptions are 0.10 m of total overbreak for a resuing cut and 0.2 m of total overbreak for a shrinkage stope.
For
a small number of veins with relatively low-angle dip – generally veins with significant gold content – room and pillar stoping
with slushers is now also used at the Ying Property.
For
the total tonnage estimated as Ying Mineral Reserves, approximately 62% is associated with resuing-type methods and approximately 38%
with shrinkage.
The
sensitivity of the Ying Mineral Reserves to variation in COG has been tested by applying a 20% increase in COG to Mineral Reserves at
each of the Ying mines. The lowest sensitivities are seen at SGX and DCG with, for the entire Ying Mining District, an approximate 10%
reduction in AgEq ounces for a 20% COG increase, demonstrating relatively low overall COG sensitivity.
Total
Ying Mineral Reserve tonnes are approximately 66% of Mineral Resource (Measured plus Indicated) tonnes. Gold, silver, lead, and zinc
Mineral Reserve grades are 99%, 100%, 96%, and 100% respectively of the corresponding Measured plus Indicated Mineral Resource grades.
Metal conversion percentages for gold, silver, lead, and zinc are 65%, 66%, 63%, and 66% respectively.
Underground
access to each of the mines in the steeply sloped, mountainous district is via adits at various elevations, inclined haulageways, shaft
/ internal shafts (winzes), and declines (ramps).
The
mines are developed using trackless equipment – 20 tonne (t) trucks and single-boom jumbos; small, conventional tracked equipment
– electric / diesel locomotives, rail cars, electric rocker shovels; and pneumatic hand-held drills.
The
global extraction sequence is top-down between levels, and generally outwards from the central shaft or main access location. The stope
extraction sequence is bottom-up, with shrinkage and resuing being the main mining methods. Jacklegs are used in stope blast drilling.
In-stope ore handling is by hand-carting / hand-shoveling to specially manufactured steel-lined ore passes for resuing stopes, and by
gravity to draw points for shrinkage stopes. Production mucking uses mostly hand shovels or, occasionally, rocker shovels, with rail
cars and battery-powered or diesel locomotives transporting ore to the main shaft, inclined haulageway, or main loading points in declines.
Part of the TLP, SGX, LME, LMW, HZG, HPG, and DCG mines still use small tricycle trucks with a payload of up to three tonnes each for
hauling ore to the surface. Mine trucks are used in all the ramp areas for hauling ore and waste to the surface. Excluding the ramp and
tricycle areas, other mine sections use rail cars for hauling ore and waste to the surface. Some hand picking of high-grade ore and of
waste may be carried out on surface at either ore pile or sorting belt, with transport to the centralized processing plants being via
30 t and 45 t trucks.
Reconciliation
Table
1.3 summarizes the Silvercorp reconciliation between Mineral Reserve estimates in areas mined and production as mill feed for the Ying
mines from 1 January 2020 to 31 December 2021.
| Table
1.3 | Mineral
Reserve to production reconciliation: January 2020 – December 2021 |
|
Mine |
Ore (kt) |
Grade |
Metal |
Ag
(g/t) |
Pb
(%) |
Zn
(%) |
Ag
(koz) |
Pb
(kt) |
Zn
(kt) |
Reserve
(Proven + Probable) |
SGX |
424 |
306 |
5.37 |
2.50 |
4,173 |
23 |
11 |
HZG |
96 |
349 |
1.06 |
0.43 |
1,070 |
1 |
0 |
HPG |
83 |
91 |
4.65 |
1.31 |
243 |
4 |
1 |
LME |
120 |
507 |
1.94 |
0.50 |
1,996 |
2 |
1 |
LMW |
110 |
335 |
2.68 |
0.38 |
1,171 |
3 |
0 |
TLP |
225 |
234 |
2.98 |
0.33 |
1,688 |
7 |
1 |
Total |
1,059 |
304 |
3.74 |
1.31 |
10,341 |
40 |
14 |
Reconciled
Mine Production |
SGX |
483 |
338 |
6.35 |
1.75 |
5,251 |
31 |
8 |
HZG |
96 |
373 |
1.67 |
- |
1,150 |
2 |
- |
HPG |
120 |
111 |
3.24 |
1.15 |
4.28 |
4 |
1 |
LME |
84 |
323 |
1.73 |
0.34 |
874 |
1 |
0 |
LMW |
129 |
317 |
2.86 |
0.02 |
1,315 |
4 |
0 |
TLP |
358 |
223 |
3.31 |
- |
2,568 |
12 |
- |
Total |
1,270 |
283 |
4.19 |
0.8 |
11,584 |
53 |
10 |
Mine
Production
as % of Reserves |
SGX |
114% |
110% |
118% |
70% |
126% |
133% |
77% |
HZG |
100% |
107% |
158% |
0% |
107% |
160% |
- |
HPG |
144% |
122% |
70% |
88% |
176% |
97% |
138% |
LME |
70% |
64% |
89% |
68% |
44% |
73% |
29% |
LMW |
117% |
95% |
107% |
5% |
112% |
123% |
- |
TLP |
159% |
95% |
111% |
0% |
152% |
169% |
0% |
Total |
120% |
93% |
112% |
61% |
112% |
133% |
72% |
Notes:
| ● | Assumes
2.5% moisture in wet ore. |
| ● | Numbers
may not compute exactly due to rounding. |
The
QP makes the following observations relative to the data in Table 1.3:
| ● | Overall,
the mine produced 20% more tonnes at a 7% lower silver grade, a 12% higher lead grade, and
a 39% lower zinc grade; for 12% more contained silver, 33% more contained lead, and 28% less
contained zinc relative to Mineral Reserve estimates. The significantly lower zinc grade
and zinc metal contained may be attributed to some processing recovery uncertainty affecting
reconciled values. The QP notes that, to date, zinc has only a small effect on revenue. |
| ● | In
terms of mined silver, SGX, HZG, and HPG were above reserve grades, while LMW and TLP were
slightly below and LME was significantly below. Mined lead grades were significantly above
reserve values for HZG, and also above for SGX, TLP, and LMW; the LME mined lead grade was
significantly below, the LME value less so. |
| ● | All
mined zinc grades were below reserve grades, with SGX being the only significant contributor
in terms of metal produced. HPG is indicated as making a small zinc contribution, but with
production from the other mines close to zero. |
| ● | Factors
that may have contributed to results variability include: |
| o | Over-
and / or under-estimation of Mineral Resource / Reserve tonnes and grades at individual sites. |
| o | Variable
or adverse ground conditions. |
| o | Use
of shrinkage stoping in very narrow and / or discontinuous veins. |
| o | Mining
of lower grade, but still economic, material outside of the vein proper. |
| o | Misattribution
of feed source to the mill. |
| o | Mill
process control issues. |
| o | Mill
focus issues in terms of metal prioritization. |
Silvercorp
has placed a high level of focus on dilution control in recent years and has revised its stockpiling and record keeping procedures and
implemented a work quality checklist management enhancement program. The QP has previously endorsed these actions and continues to do
so.
Comparison
of Mineral Reserves, 31 December 2019 to 31 December 2021
A
comparison of Mineral Reserve estimates between end-2019 (from the technical report titled “NI 43- 101 Technical Report Update
on the Ying Ag-Pb-Zn Property in Henan Province, People’s Republic of China” (the “2020 Ying Report”) effective
date July 31, 2020) and end-2021 (from the Ying Report) indicates the following (the 2021 Mineral Reserves do not include ore mined since
end-2019):
| ● | 3%
increase in total (Proven + Probable) Ying Mineral Reserve tonnes. |
| ● | Increase
in total Ying Mineral Reserve gold grade of 104% and decrease in silver, lead, and zinc grades
of 6%, 12%, and 26% respectively. |
| ● | Increase
in total Ying Mineral Reserve metal content for gold of 110%, and decrease in silver, lead,
and zinc metals of 3%, 9%, and 24% respectively. |
| ● | SGX
continues to be the leading contributor to the total Ying Mineral Reserves, accounting for
42% of tonnes, 44% of silver, 60% of lead, and 90% of zinc, compared to respective values
of 43%, 47%, 62%, and 79% in the 2020 Ying Report. |
| ● | Increases
in Mineral Reserve tonnes at SGX, HZG, TLP, and LMW of 1%, 19%, 10%, and 38% respectively,
with DCG also reporting Mineral Reserves for the first time. |
| ● | Decreases
in Mineral Reserve tonnes at HPG and LME of 36% and 27% respectively. |
Life-of-Mine
Plan
Table
1.4 is a summary of the projected life-of-mine (“LOM”) production for each of the Ying mines and for the entire operation
based on the 31 December 2021 Mineral Reserve estimates.
| Table
1.4 | Ying
Mines LOM production plan |
|
2022Q4 |
2023 |
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
2030 |
2031 |
2032 |
2033 |
2034 |
2035 |
2036 |
2037 |
Total |
SGX |
|
Ore
(kt) |
50 |
273 |
279 |
279 |
356 |
364 |
381 |
374 |
378 |
370 |
381 |
377 |
378 |
380 |
379 |
231 |
5,229 |
Au
(g/t) |
0.00 |
0.00 |
0.01 |
0.03 |
0.01 |
0.03 |
0.03 |
0.05 |
0.03 |
0.02 |
0.00 |
0.00 |
0.07 |
0.03 |
0.04 |
0.01 |
0.03 |
Ag
(g/t) |
340 |
331 |
328 |
309 |
295 |
280 |
282 |
256 |
238 |
226 |
234 |
226 |
200 |
189 |
185 |
179 |
249 |
Pb
(%) |
6.62 |
6.14 |
5.61 |
5.57 |
4.90 |
4.41 |
4.70 |
4.82 |
4.92 |
4.80 |
4.38 |
4.45 |
4.24 |
4.16 |
4.03 |
4.93 |
4.76 |
Zn
(%) |
2.09 |
2.35 |
2.23 |
2.47 |
2.40 |
2.12 |
2.29 |
2.17 |
2.40 |
2.02 |
1.86 |
2.11 |
1.97 |
2.26 |
2.06 |
2.23 |
2.18 |
AgEq (g/t) |
633 |
612 |
587 |
573 |
531 |
492 |
510 |
486 |
475 |
450 |
439 |
438 |
406 |
395 |
382 |
412 |
476 |
HZG |
|
Ore
(kt) |
15 |
57 |
66 |
70 |
70 |
70 |
70 |
69 |
70 |
70 |
68 |
40 |
- |
- |
- |
- |
735 |
Au
(g/t) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
0.00 |
Ag
(g/t) |
347 |
344 |
345 |
347 |
354 |
349 |
360 |
355 |
351 |
355 |
339 |
320 |
- |
- |
- |
- |
348 |
Pb
(%) |
0.82 |
1.17 |
1.19 |
1.13 |
0.91 |
1.06 |
0.76 |
0.87 |
0.95 |
0.73 |
0.74 |
0.62 |
- |
- |
- |
- |
0.93 |
Zn
(%) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
AgEq
(g/t) |
376 |
386 |
388 |
389 |
387 |
387 |
387 |
386 |
385 |
382 |
366 |
342 |
- |
- |
- |
- |
382 |
HPG |
|
Ore
(kt) |
10 |
66 |
72 |
77 |
78 |
78 |
77 |
77 |
70 |
66 |
63 |
58 |
- |
- |
- |
- |
791 |
Au
(g/t) |
1.09 |
1.31 |
2.72 |
2.94 |
1.71 |
1.54 |
1.68 |
1.01 |
1.03 |
0.94 |
1.58 |
1.31 |
- |
- |
- |
- |
1.63 |
Ag
(g/t) |
154 |
124 |
74 |
74 |
87 |
84 |
74 |
40 |
75 |
59 |
36 |
54 |
- |
- |
- |
- |
73 |
Pb
(%) |
3.18 |
3.34 |
2.26 |
2.15 |
3.23 |
3.83 |
2.99 |
4.95 |
3.23 |
2.85 |
1.92 |
2.04 |
- |
- |
- |
- |
3.03 |
Zn
(%) |
1.92 |
1.53 |
1.04 |
0.59 |
1.37 |
1.14 |
1.35 |
0.69 |
0.91 |
1.87 |
1.53 |
1.14 |
- |
- |
- |
- |
1.19 |
AgEq
(g/t) |
394 |
376 |
371 |
372 |
359 |
360 |
334 |
309 |
288 |
276 |
254 |
248 |
- |
- |
- |
- |
326 |
TLP |
|
Ore
(kt) |
79 |
215 |
205 |
220 |
220 |
231 |
210 |
207 |
207 |
211 |
214 |
210 |
147 |
- |
- |
- |
2,575 |
Au
(g/t) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
0.00 |
Ag
(g/t) |
214 |
222 |
208 |
217 |
240 |
237 |
235 |
222 |
217 |
208 |
189 |
171 |
177 |
- |
- |
- |
213 |
Pb
(%) |
2.80 |
3.07 |
2.98 |
3.11 |
2.87 |
2.95 |
3.02 |
2.89 |
2.94 |
2.83 |
3.07 |
3.82 |
3.26 |
- |
- |
- |
3.05 |
Zn
(%) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
AgEq
(g/t) |
317 |
334 |
317 |
331 |
346 |
345 |
345 |
328 |
325 |
312 |
301 |
311 |
297 |
- |
- |
- |
325 |
LM
East |
|
Ore
(kt) |
12 |
51 |
52 |
52 |
64 |
73 |
81 |
80 |
82 |
75 |
78 |
73 |
77 |
63 |
- |
- |
913 |
Au
(g/t) |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.05 |
0.19 |
0.20 |
0.20 |
0.12 |
0.96 |
1.77 |
- |
- |
0.27 |
Ag
(g/t) |
325 |
321 |
331 |
327 |
365 |
414 |
351 |
360 |
311 |
341 |
348 |
325 |
236 |
175 |
- |
- |
325 |
Pb
(%) |
1.41 |
1.34 |
2.39 |
1.56 |
1.56 |
1.38 |
1.54 |
1.89 |
2.08 |
1.56 |
1.44 |
1.91 |
1.44 |
0.91 |
- |
- |
1.61 |
Zn
(%) |
0.34 |
0.30 |
0.27 |
0.23 |
0.34 |
0.37 |
0.37 |
0.42 |
0.46 |
0.37 |
0.35 |
0.50 |
0.51 |
0.28 |
- |
- |
0.38 |
AgEq
(g/t) |
379 |
371 |
420 |
386 |
425 |
467 |
410 |
435 |
403 |
414 |
416 |
407 |
357 |
329 |
- |
- |
404 |
LM
West |
|
Ore
(kt) |
11 |
100 |
103 |
110 |
128 |
127 |
136 |
128 |
135 |
132 |
133 |
127 |
129 |
130 |
119 |
112 |
1,861 |
Au
(g/t) |
0.13 |
0.48 |
0.57 |
0.69 |
0.40 |
0.16 |
0.24 |
0.16 |
0.55 |
0.60 |
0.70 |
0.24 |
0.25 |
0.61 |
1.03 |
0.66 |
0.48 |
Ag
(g/t) |
313 |
316 |
313 |
319 |
285 |
300 |
280 |
270 |
283 |
252 |
254 |
245 |
249 |
242 |
192 |
201 |
266 |
Pb
(%) |
2.25 |
2.02 |
2.25 |
1.90 |
2.20 |
1.84 |
1.94 |
2.20 |
1.55 |
2.28 |
2.04 |
2.39 |
1.81 |
1.73 |
1.72 |
2.08 |
1.99 |
Zn
(%) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
AgEq
(g/t) |
403 |
420 |
431 |
434 |
391 |
376 |
365 |
360 |
375 |
369 |
364 |
343 |
331 |
340 |
323 |
311 |
368 |
DCG |
|
Ore
(kt) |
2 |
22 |
24 |
24 |
23 |
23 |
21 |
22 |
17 |
17 |
18 |
- |
- |
- |
- |
- |
213 |
Au
(g/t) |
1.12 |
3.58 |
2.89 |
3.20 |
4.34 |
4.17 |
3.27 |
2.57 |
2.41 |
3.04 |
2.92 |
- |
- |
- |
- |
- |
3.25 |
Ag
(g/t) |
153 |
114 |
137 |
87 |
105 |
95 |
115 |
73 |
51 |
47 |
46 |
- |
- |
- |
- |
- |
91 |
Pb
(%) |
1.78 |
1.17 |
2.51 |
3.50 |
1.25 |
0.82 |
1.33 |
2.18 |
2.16 |
0.58 |
0.64 |
- |
- |
- |
- |
- |
1.67 |
Zn
(%) |
0.35 |
0.20 |
0.20 |
0.19 |
0.11 |
0.11 |
0.35 |
0.17 |
0.16 |
0.23 |
0.32 |
- |
- |
- |
- |
- |
0.20 |
AgEq
(g/t) |
304 |
409 |
433 |
443 |
454 |
416 |
398 |
335 |
299 |
285 |
280 |
- |
- |
- |
- |
- |
381 |
Ying
Mine |
|
Ore
(kt) |
178 |
785 |
801 |
832 |
938 |
965 |
976 |
957 |
959 |
941 |
954 |
886 |
731 |
573 |
499 |
343 |
12,317 |
Au
(g/t) |
0.08 |
0.27 |
0.41 |
0.46 |
0.31 |
0.25 |
0.25 |
0.19 |
0.22 |
0.23 |
0.27 |
0.13 |
0.18 |
0.35 |
0.28 |
0.22 |
0.26 |
Ag
(g/t) |
270 |
276 |
268 |
262 |
268 |
267 |
263 |
245 |
239 |
230 |
227 |
217 |
208 |
199 |
186 |
186 |
241 |
Pb
(%) |
3.58 |
3.72 |
3.54 |
3.44 |
3.30 |
3.12 |
3.20 |
3.47 |
3.31 |
3.23 |
3.03 |
3.46 |
3.32 |
3.25 |
3.48 |
4.00 |
3.36 |
Zn
(%) |
0.72 |
0.97 |
0.89 |
0.90 |
1.05 |
0.92 |
1.04 |
0.94 |
1.05 |
0.96 |
0.88 |
1.01 |
1.07 |
1.53 |
1.57 |
1.50 |
1.03 |
AgEq
(g/t) |
424 |
454 |
447 |
441 |
434 |
420 |
421 |
406 |
399 |
385 |
375 |
375 |
365 |
375 |
368 |
379 |
406 |
Notes:
| ● | Numbers
may not compute exactly due to rounding. |
| ● | Zinc
not included in AgEq calculation for HZG, TLP, and LMW mines. |
Metallurgical
test work and processing
Prior
to operation of the mines and the construction of Silvercorp’s mills, metallurgical tests had been conducted by various labs to
address the recoveries of the different types of mineralization. TLP mineralization was tested by the Changsha Design and Research Institute
in 1994, SGX mineralization was tested by Hunan Nonferrous Metal Research Institute (“HNMRI”) in May 2005, HZG mineralization
was tested by Tongling Nonferrous Metals Design Institute in 2006, and HPG mineralization was tested by Changchun Gold Research Institute
in 2021.
Additional
mineralization testing in 2021 was completed by CITIC Heavy Industry Machinery Co., Ltd (“CITIC”). CITIC was commissioned
to conduct grindability tests on sulphide ore from SGX, TLP, LME, and LMW, and oxide ore from TLP and HPG.
The
results predicted a metallurgically amenable ore with clean lead-zinc separation by differential flotation and, with the possible exception
of silver halides in the upper zones of the TLP deposit, high silver recoveries. On-site metallurgists have conducted plant-tuning programs
to continually improve metallurgical performance.
Silvercorp
runs two processing plants, Plants 1 and 2, at the Ying Property, with a total current design capacity of about 2,800 tonnes per day
(tpd). The two plants are situated within 2 km of each other. Both were designed based on the lab tests completed by HNMRI in 2005. Plant
1 (Xiayu Plant – originally 600 tpd, upgraded to 800 tpd) has been in operation since March 2007. Plant 2 (Zhuangtou Plant) has
been in production since December 2009, with an expansion from 1,000 tpd to 2,000 tpd completed in October 2011. Although current design
processing capacity is about 2,800 tpd, it is understood that the actual capacity could reach 3,000 – 3,200 tpd. However, current
LOM planning requires that the plants operate up to 2,000 tpd.
The
overall processes of the two plants are similar and comprise crushing, grinding, flotation of lead and zinc concentrates, and concentrate
dewatering. Plant 1 currently produces only a lead / silver concentrate. In the LOM plan, the majority of ore tonnes will be processed
through Plant 2, with Plant 1 being used as a backup to process low grade ore or development ore from LM, HZG, and part of TLP.
To
optimize profitability, high grade lead concentrate from Plant 2 is blended with middle grade lead concentrate from Plant 1.
SGX
/ HPG ores also may contain high-grade, large-size galena lumps with characteristic specular silver-grey appearance. These may be hand-sorted
at the mine sites, crushed, and then shipped by dedicated trucks to Plant 1. The lumps can be milled in a dedicated facility, and then
sold directly, or mixed with flotation lead concentrate for sale.
Plants
1 and 2 are currently operating at throughput levels below plant design. Lead and silver recovery targets are being met; however, zinc
recovery is lower than design, attributed to lower than design zinc feed grades.
After
innovation and modification to both plants over the last few years, lead and silver recoveries have increased significantly. Improvements
have been consistently targeted on process system and other facilities both in Plant 1 and Plant 2 to improve the metal recovery and
reduce energy consumption.
Historically,
higher-grade feed from SGX has enhanced plant performance but, with the proportion of SGX ore decreasing, the challenge is to maintain
similar metallurgical performance on lower grade feedstock. From recent performance, it appears that recoveries are being maintained
but concentrate grades are lower than target, however, not to the extent where there is a major deterioration in smelter terms.
A
new plant (Plant 3) has been designed by the Changchun Gold Design Institute using data from their 2021 testing of HPG mineralization.
Plant 3 is under construction and is scheduled to be in production in July 2024. The flowsheet of Plant 3 is similar to that of Plant
2, but the equipment is larger, the processing capacity is greater, more advanced technology is employed, and the flowsheet is more flexible.
It can handle silver-lead-zinc ore, silver-lead ore, copper-lead ore, and gold ore.
Personnel
Silvercorp
operates the Ying mines mainly using contractors for mine development, production, ore transportation, and exploration. The mill plant
and surface workshops are operated and maintained using Silvercorp personnel. Silvercorp provides its own management, technical services,
and supervisory staff to manage the mine operations. A recent snapshot of the Ying mines workforce showed a total of 3,296 persons, comprising
902 Silvercorp staff, 75 Silvercorp hourly employees, and 2,319 contract workers.
Main
infrastructure, including tailings dams.
There
are two current Ying tailings management facilities (“TMFs”). TMF 1 served both Mill Plant 1 and Mill Plant 2 during the
period of 2007 – 2012. Since TMF 2 was put into operation in April 2013, the two TMFs serve their respective mill plants: TMF 1
serves Mill Plant 1, TMF 2 serves Mill Plant 2.
The
TMFs were designed based on then current Mineral Resource / Mineral Reserve estimations and LOM production projections. Subsequent resource
expansion and increased production projections indicate that the current tailings capacity will not be adequate for the full Ying LOM.
A
third TMF, Shimengou TMF, is being built in the Shimengou valley, which serves as a branch of the Chongyanggou river, within the territory
of Xiayu Township, Luoning County. The Shimengou TMF is located to the north of Mill Plant 2. The starter dam is about 1.7 km from Mill
Plant 2 and about 500 m from the (downstream) Chongyanggou river. The TMF is planned to be constructed in two phases, with approximately
10.2 million cubic metres (Mm3 ) of storage capacity in Phase 1, and approximately 8.9 Mm3 of capacity in Phase 2, for a total storage
capacity of 19.1 Mm3. The Company expects that Phase 1 of the Shimengou TMF by will be completed by mid-2024.
The
seismic rating is in accordance with the China Seismic Intensity Scale (CSIS), which is similar to the Modified Mercalli Intensity (MMI)
scale, now used fairly generally and which measures the effect of an earthquake at the surface. The QP has previously recommended that
Silvercorp review the design basis acceleration to ensure consistency with the most up-to-date Ying site seismic zoning classification
and associated parameters. The QP understands that Silvercorp is reviewing and assessing seismic data relevant to TMFs 1 and 2 and as
part of the design process for the Shimengou TMF.
For
TMF 1, after a further two years of service (end of 2023), it is projected that the dam maximum elevation of 650 m will be reached at
design production rates.
For
TMF 2, after approximately 3.6 years of additional service (second half of 2025), it is anticipated that the maximum dam elevation of
690 m will be reached at design production rates.
The
QP understands that site-specific risk assessment, such as for geotechnical risk, was originally carried out by Henan Luoyang Yuxi Hydrological
& Geological Reconnaissance Company, with more recent assessments done by other organizations. The QP has previously recommended
that the dam classification under the Chinese system be reviewed in the context of recent international classifications. The QP understands
that Silvercorp is reviewing recent international classification norms relative to the current Ying TMF classifications.
Flood
calculations have been performed appropriate to the Chinese system Grade III classification of the TMFs, which requires the flood control
measures to meet a 1 in 100-year recurrence interval for design purposes, with a 1 in 500-year probable maximum flood criterion also.
Safety and reliability analyses for the TMFs have been carried out in accordance with the Safety Technical Regulations for Tailings Ponds
(AQ2006-2005) and under the Grade III requirements.
As
a general comment with respect to the Ying TMFs, it is recommended that Silvercorp reference the Global Industry Standard on Tailings
Management, which is aimed at strengthening current best practices for tailings dams in the mining sector. Recent announcements by the
Chinese Ministry of Emergency Management promote similar practice improvements.
Reclaimed
water from the tailings storage ponds and overflows from the two concentrators is recycled to minimize freshwater requirements. Zero
discharge of the process water has been achieved at both TMFs in no-rainfall seasons.
There
are rock waste dumps at each mine on the Ying Property. Based on mine and development plans, the mines will move about 3.16 Mm3 of waste
rock to the surface dumps during the remaining mine life. The excess capacities of the existing dumps are calculated as 2.63 Mm3.
At
the end of April 2021, the Hongfa Aggregate Plant (“Hongfa”) was constructed to recycle and crush waste rock from the Ying
Mining District. Since Hongfa has been in operation, Silvercorp has evaluated each waste dump, and decided to reclaim three waste dumps
(two waste dumps at the SGX mine, and one at the HZG mine). The role of the other waste dumps is changing to temporary waste rock storage,
from which waste rock is hauled to the Hongfa plant each day. In 2021, the Hongfa plant consumed 380,305 tonnes of waste rock and produced
349,108 tonnes of sand and gravel aggregates. Profit from the Hongfa operation, after capital recovery, will be shared between the local
government, the local communities, and employees.
Power
for the Ying Property is drawn from Chinese National Grids with high-voltage lines to the different mine camps and mill plants. At SGX,
one 35 kilovolts (kV) overhead line supplies main power for all production, and two 10 kV lines act mainly as a standby source of power
in case of disruption. In addition, two 1,500 kilowatts (kW) and one 1,200 kW diesel generators installed at one of the substations act
as back-up power supply in the event of a grid power outage.
In
2020, access to the SGX / HZG mine from the mill-office complex was via a 7 km paved road to Hedong wharf of Guxian Reservoir, and then
across the reservoir by boat to the mine site. Silvercorp shipped the ore from the SGX / HZG and HPG mines to Hedong wharf by two large
barges that could carry up to five 45 t trucks. Since the beginning of 2021, ore transport from the SGX / HZG and HPG mines has changed
to an alternative ore transport route. This route is via a 10 km road that passes through three tunnels in sequence, with three bridges
connecting the tunnels. The HPG mine can be accessed by 12 km paved road, south-west of the main office complex. The TLP, LME, and LMW
mines are approximately 15 km south-east of the main office complex and are accessed by paved road along the Chongyang River. A 1,756
m transportation ramp was built in 2020 from the TLP camp area to the DCG mine for ore haulage. The DCG project can also be accessed
by a 10.5 km paved road, south-southwest of the mills.
Domestic water for SGX mine is drawn from the Guxian Reservoir, while water for
the HPG, TLP, LM, HZG, and DCG mines comes from nearby creeks and springs. Mine production water for drilling and dust suppression is
sourced from underground.
Market
studies and contracts
Contracts
for underground mining operations are in place with several Chinese contracting firms.
Lead
and zinc concentrates are marketed to existing smelters customers in Henan and Shaanxi provinces and appropriate terms have been negotiated
on terms that the QP considers to be aligned with global smelter industry norms. Silver payables of approximately 90% are similarly in
accord with industry norms.
Monthly
sales contracts are in place for the lead concentrates with leading smelters, mostly located in Henan province. For the zinc concentrate,
sales contracts are in place with Henan Yuguang Zinc Industry Co. Ltd. All contracts have freight and related expenses to be paid by
the smelter customers. The key elements of the smelter contracts are subject to change based on market conditions when the contracts
are renewed each month.
Environmental,
permitting, social / community impact.
Silvercorp
has all the required permits for its operations on the Ying Property. The existing mining permits cover all the active mining areas and,
in conjunction with safety and environmental certificates, give Silvercorp the right to carry out full mining and mineral processing
operations. Safety certificates have been issued by the Department of Safety Production and Inspection of Henan Province, covering the
SGX mine, HZG mine, Zhuangtou TMF, Shiwagou TMF, HPG mine, TLP mine (west and east section), LMW mine, LME mine, and DCG mine. Environmental
certificates have been issued by the Department of Environmental Protection of Henan Province, covering the Yuelianggou project (SGX
mine and 1,000 tpd mill plant), HPG mine, TLP mine, LMW mine, LME mine, DCG mine, and the 2,000 tpd mill plant built in 2009. For each
of these certificates, there are related mine development / utilization and soil / water conservation programs, and rehabilitation plan
reports. Silvercorp has also obtained approvals and certificates for wastewater discharge locations at the SGX mine, the HPG mine, and
the two TMFs. All certificates must be renewed periodically.
There
are no cultural minority groups within the area surrounding the general project. The culture of the broader Luoning County is predominantly
Han Chinese. No records of cultural heritage sites exist within or near the SGX, HZG, HPG, TLP, LME, LMW, and DCG project areas. The
surrounding land near the mines is used predominantly for agriculture. The mining area does not cover any natural conservation, ecological
forests, or strict land control zones. The current vegetation within the project area is mainly secondary, including farm plantings.
Larger wild mammals have not been found in the region. Small birds nesting and moving in the woodland are observed occasionally. The
surrounding villagers raise domestic animals, such as chickens, ducks, pigs, sheep, goats, and cows etc.
Silvercorp
has made a range of cash donations and contributions to local capital projects and community support programs, sponsoring university
students, and undertaking projects such as road construction and school repairs, upgrading, and construction. Silvercorp has also made
economic contributions in the form of direct hiring and retention of local contractors, suppliers, and service providers.
Silvercorp’s
main waste by-products are waste rock produced during mining operations and the mine tailings produced during processing. There is also
minor sanitation waste produced. Waste rock is deposited in various waste rock stockpiles adjacent to the mine portals. Waste rock is
mainly comprised of quartz, chlorite and sericite, kaolin and clay minerals and is non-acid generating. Once a waste rock stockpile is
full (or at the time of site closure), it will be covered with soil and re-vegetated. For stabilization, retaining wall structures are
built downstream of each waste rock site. Also, a diversion channel is constructed upstream to prevent high water flows into the stockpile
and the slope surface from washing out. Some waste rock stockpiles at SGX, HPG, HZG, and LMW have already been covered with soil and
re-vegetated.
Process
tailings are discharged into purpose built TMFs, which have decanted and under-drainage systems to provide for flood protection and for
the collection of return water. Daily inspections are undertaken for the tailings pipelines, TMF embankment and the seepage / return
water collection system. After the completion of the TMFs, the facilities will be covered with soil and vegetation will be replanted.
The SGX Environmental Impact Assessment (“EIA”) Report states that the tailings do not contain significant sulphides and
have no material potential for acid generation.
The
Ying operation has an environmental protection department consisting of seven full-time staff. The full-time environment management personnel
are mainly responsible for the environment management and rehabilitation management work in the Ying Property.
The
monitoring plans include air and dust emissions and noise and wastewater monitoring. The monitoring work is completed by qualified persons
and licensed institutes. Reported test results from 2016 to 2022 indicate that surface water, sanitary / process plant wastewater and
mining water are in compliance with the required standards; also, that project-stage completion inspection results were all compliant
for wastewater discharge, air emission, noise and solid waste disposal. There have been a few exceptional cases in which Pb concentrations
slightly exceeded the permitted limit of 0.011 mg/L at the general discharge point after sedimentation tank for both SGX and TLP mines.
Maintaining
water quality for the Guxian Reservoir, while operating the SGX and HPG projects, is a key requirement in the project environmental approvals.
Silvercorp has created a SGX / HPG surface water discharge management plan which comprises collection and sedimentation treatment of
mine water combined with a containment system (i.e., zero surface water discharge), and installation of a stormwater drainage bypass
system. Overflow water from the mill process and water generated from the tailings by the pressure filter are returned to the milling
process to ensure that wastewater (including tailings water) is not discharged.
Water
from mining operations is reused for the same purpose and the remaining water is treated according to the Surface Water Quality Standards
and Integrated Wastewater Discharge Standard to meet the Class III requirements of surface water quality and Class I wastewater quality
before being discharged to Guxian Reservoir at discharge points approved by the Yellow River Management Committee in Luoning County.
Monthly monitoring by the Luoyang
Liming Testing Company and Yellow River Basin Environmental Monitoring Centre indicates that water
discharged to the surface water body is in compliance with standards.
Except
for one small creek, there are no surface water sources near the TLP and LM mines, and no mining water is discharged to this creek from
the mines. There is a limited volume of mining water generated from the lower sections of the TLP and LM mines, most of which is used
in mining activities, and none is generated from the upper sections.
There
is a groundwater monitoring program for the processing plant area, but not for the mining areas. It is recognized that there is no requirement
under Chinese environmental approvals to monitor this potential impact. The QP understands that test results indicate that groundwater
quality is in compliance with the required standard.
Silvercorp’s
production activities are compliant with Chinese labour regulations. Formal contracts are signed for all the full-time employees with
wages well above minimum levels. The Company provides annual medical surveillance and checks are conducted for its employees before,
during and after their employment with the Company. The Company does not use child or under-aged labour.
Remediation
and reclamation plans were developed during the project approval stage, including measures for project construction, operation, and closure.
From 2016 through 2021, the Company spent approximately $4.8 million (M) on environmental protection, including dust control measures,
wastewater treatment, solid waste disposal, the under-drainage tunnel, soil and water conservation, noise control, ecosystem rehabilitation,
and emergency response plans. In the same period, a land area of 444,067 square metres (m2) was planted with trees and grasses, as planned
in the EIA; of this, 20,496 m2 of land was planted in 2020 and 52,361 m2 in 2021. Unused mining tunnels have been closed and rehabilitation
coverage at all the mines has been undertaken.
Mine
closure will comply with the Chinese national regulatory requirements. In accordance with those regulatory requirements, Silvercorp will
complete a site decommissioning plan at least one year before mine closure. Site rehabilitation and closure cost estimates will be made
at that time.
Capital
and operating costs
An
exchange rate of US$1 = 6.50 RMB is assumed for all capital and operating cost estimates.
Table
1.5 indicates anticipated capital expenditures on exploration and mine development; facilities, plant, and equipment; and general investment
capital through to the projected end of mine life in 2037.
Table
1.6 indicates planned capital expenditures for construction and commissioning of Mill Plant 3 (completion projected end-2023) and a new
TMF (first-phase completion projected end-2024).
The
QP considers the projected capital costs to be reasonable relative to the planned exploration, development, mining, processing, and associated
site facilities, equipment, and infrastructure.
| Table
1.5 | Projected
Ying LOM Capex (US$M) |
Cost
item |
Total
LOM |
FY2022* |
FY2023 |
FY2024 |
FY2025 |
FY2026 |
FY2027 |
FY2028 |
FY2029 |
FY2030 |
FY2031 |
FY2032 |
FY2033 |
FY2034 |
FY2035 |
FY2036 |
FY2037 |
SGX |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
39.64 |
0.78 |
4.63 |
3.34 |
3.02 |
3.15 |
3.25 |
3.35 |
3.22 |
2.92 |
2.76 |
2.70 |
2.13 |
1.80 |
1.49 |
1.10 |
- |
Facilities,
Plant, and Equipment |
16.99 |
0.27 |
1.11 |
1.11 |
1.12 |
1.13 |
1.13 |
1.13 |
1.13 |
1.13 |
1.13 |
1.13 |
1.13 |
1.13 |
1.11 |
1.10 |
1.00 |
Investment
Capex |
32.49 |
0.72 |
3.60 |
3.60 |
3.68 |
3.42 |
3.40 |
3.10 |
2.54 |
2.16 |
1.60 |
1.23 |
1.12 |
0.93 |
0.79 |
0.40 |
0.20 |
Total
SGX Capex |
89.12 |
1.77 |
9.34 |
8.05 |
7.82 |
7.70 |
7.78 |
7.58 |
6.89 |
6.21 |
5.49 |
5.06 |
4.38 |
3.86 |
3.39 |
2.60 |
1.20 |
HZG |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
10.73 |
0.26 |
1.75 |
1.67 |
1.60 |
1.39 |
1.14 |
1.10 |
0.85 |
0.54 |
0.31 |
0.12 |
- |
- |
- |
- |
- |
Facilities,
Plant, and Equipment |
1.49 |
0.03 |
0.13 |
0.14 |
0.14 |
0.15 |
0.15 |
0.14 |
0.14 |
0.13 |
0.12 |
0.11 |
0.11 |
- |
- |
- |
- |
Investment
Capex |
10.08 |
0.35 |
1.42 |
1.38 |
1.32 |
0.95 |
0.98 |
0.96 |
0.79 |
0.83 |
0.41 |
0.36 |
0.33 |
- |
- |
- |
- |
Total
HZG Capex |
22.30 |
0.64 |
3.30 |
3.19 |
3.06 |
2.49 |
2.27 |
2.20 |
1.78 |
1.50 |
0.84 |
0.59 |
0.44 |
- |
- |
- |
- |
HPG |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
6.60 |
0.04 |
0.80 |
0.95 |
1.02 |
0.92 |
0.76 |
0.73 |
0.59 |
0.56 |
0.10 |
0.13 |
- |
- |
- |
- |
- |
Facilities,
Plant, and Equipment |
4.83 |
0.11 |
0.41 |
0.42 |
0.43 |
0.45 |
0.45 |
0.45 |
0.45 |
0.43 |
0.42 |
0.41 |
0.40 |
- |
- |
- |
- |
Investment
Capex |
5.47 |
0.04 |
0.19 |
0.33 |
0.47 |
0.68 |
0.72 |
0.82 |
0.69 |
0.66 |
0.41 |
0.22 |
0.24 |
- |
- |
- |
- |
Total
HPG Capex |
16.90 |
0.19 |
1.40 |
1.70 |
1.92 |
2.05 |
1.93 |
2.00 |
1.73 |
1.65 |
0.93 |
0.76 |
0.64 |
- |
- |
- |
- |
TLP |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
23.03 |
1.31 |
5.11 |
4.14 |
3.38 |
2.70 |
2.28 |
2.21 |
1.22 |
0.68 |
- |
- |
- |
- |
- |
- |
- |
Facilities,
Plant, and Equipment |
7.57 |
0.20 |
0.59 |
0.60 |
0.62 |
0.63 |
0.63 |
0.63 |
0.63 |
0.62 |
0.62 |
0.61 |
0.60 |
0.59 |
- |
- |
- |
Investment
Capex |
16.21 |
0.52 |
1.89 |
1.62 |
1.77 |
1.68 |
1.54 |
1.52 |
1.16 |
1.03 |
0.98 |
0.93 |
0.87 |
0.70 |
- |
- |
- |
Total
TLP Capex |
46.81 |
2.03 |
7.59 |
6.36 |
5.77 |
5.01 |
4.45 |
4.36 |
3.01 |
2.33 |
1.60 |
1.54 |
1.47 |
1.29 |
- |
- |
- |
LME |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
13.95 |
0.19 |
1.20 |
1.93 |
1.29 |
1.70 |
1.65 |
1.02 |
1.02 |
1.32 |
0.98 |
1.16 |
0.49 |
- |
- |
- |
- |
Facilities,
Plant, and Equipment |
2.50 |
0.05 |
0.17 |
0.18 |
0.19 |
0.19 |
0.20 |
0.20 |
0.20 |
0.20 |
0.20 |
0.20 |
0.19 |
0.17 |
0.16 |
- |
- |
Investment
Capex |
10.25 |
0.16 |
0.78 |
0.76 |
0.92 |
0.96 |
0.92 |
0.88 |
0.85 |
0.78 |
0.72 |
0.77 |
0.66 |
0.53 |
0.56 |
- |
- |
Total
LME Capex |
26.70 |
0.40 |
2.15 |
2.87 |
2.40 |
2.85 |
2.77 |
2.10 |
2.07 |
2.30 |
1.90 |
2.13 |
1.34 |
0.70 |
0.72 |
- |
- |
LMW |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
16.26 |
0.32 |
1.53 |
1.64 |
1.42 |
1.66 |
1.43 |
1.93 |
1.46 |
1.75 |
0.62 |
0.73 |
0.45 |
0.58 |
0.24 |
0.25 |
0.25 |
Facilities,
Plant, and Equipment |
6.23 |
0.11 |
0.38 |
0.39 |
0.39 |
0.40 |
0.41 |
0.43 |
0.43 |
0.43 |
0.43 |
0.43 |
0.42 |
0.42 |
0.40 |
0.38 |
0.38 |
Investment
Capex |
13.91 |
0.36 |
0.98 |
1.07 |
1.09 |
1.22 |
1.23 |
1.21 |
1.21 |
1.08 |
0.96 |
0.83 |
0.75 |
0.77 |
0.72 |
0.43 |
- |
Total
LMW Capex |
36.40 |
0.79 |
2.89 |
3.10 |
2.90 |
3.28 |
3.07 |
3.57 |
3.10 |
3.26 |
2.01 |
1.99 |
1.62 |
1.77 |
1.36 |
1.06 |
0.63 |
DCG |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
1.30 |
0.02 |
0.17 |
0.35 |
0.40 |
0.32 |
0.04 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Facilities,
Plant, and Equipment |
1.87 |
0.05 |
0.17 |
0.20 |
0.20 |
0.19 |
0.19 |
0.18 |
0.18 |
0.18 |
0.17 |
0.16 |
- |
- |
- |
- |
- |
Investment
Capex |
0.91 |
0.05 |
0.18 |
0.16 |
0.11 |
0.09 |
0.08 |
0.07 |
0.05 |
0.04 |
0.04 |
0.04 |
- |
- |
- |
- |
- |
Total
DCG Capex |
4.08 |
0.12 |
0.52 |
0.71 |
0.71 |
0.60 |
0.31 |
0.25 |
0.23 |
0.22 |
0.21 |
0.20 |
- |
- |
- |
- |
- |
Ying
Total |
Sustaining
Capex |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
& mine development tunneling |
111.51 |
2.92 |
15.19 |
14.02 |
12.13 |
11.84 |
10.55 |
10.34 |
8.36 |
7.77 |
4.77 |
4.84 |
3.07 |
2.38 |
1.73 |
1.35 |
0.25 |
Facilities,
Plant, and Equipment |
41.48 |
0.82 |
2.96 |
3.04 |
3.09 |
3.14 |
3.16 |
3.16 |
3.16 |
3.12 |
3.09 |
3.05 |
2.85 |
2.31 |
1.67 |
1.48 |
1.38 |
Investment
Capex |
89.32 |
2.20 |
9.04 |
8.92 |
9.36 |
9.00 |
8.87 |
8.56 |
7.29 |
6.58 |
5.12 |
4.38 |
3.97 |
2.93 |
2.07 |
0.83 |
0.20 |
Total
Ying Capex |
242.31 |
5.94 |
27.19 |
25.98 |
24.58 |
23.98 |
22.58 |
22.06 |
18.81 |
17.47 |
12.98 |
12.27 |
9.89 |
7.62 |
5.47 |
3.66 |
1.83 |
Notes:
Numbers may not compute exactly due to rounding. * FY2022 only includes Q4.
| Table
1.6 | Projected
Capital for Mill Plant 3 and TMF 3 (US$M) |
Category |
Description |
Target completion schedule |
Estimated
expenditures (in millions of US$) |
Fiscal
2023 |
Beyond
Fiscal 2023 |
Total |
3,000
tonne per day mill |
Design
& permitting |
Land
lease & rezoning |
April
2022 |
0.3 |
- |
0.3 |
Design &
engineering |
August 2022 |
0.5 |
- |
0.5 |
Environmental
& safety assessment |
August
2022 |
0.2 |
- |
0.2 |
Construction
& Equipment |
Site preparation |
October 2022 |
1.0 |
- |
1.0 |
Road construction |
October 2023 |
1.7 |
0.3 |
2.0 |
Mill construction |
October 2023 |
7.5 |
4.6 |
12.1 |
Equipment acquisition |
March 2023 |
10.1 |
- |
10.1 |
Installation |
October 2023 |
1.5 |
0.7 |
2.2 |
Contingency |
December
2023 |
1.0 |
0.4 |
1.4 |
Total
expenditures |
|
23.8 |
6.0 |
29.8 |
Category |
Description |
Target completion schedule |
Estimated
expenditures (in millions of US$) |
Fiscal
2023 |
Beyond
Fiscal 2023 |
Total |
Tailings
Storage Facility |
Design
& permitting |
Land
lease & rezoning |
April
2022 |
3.1 |
- |
3.1 |
Design &
engineering |
June 2022 |
0.4 |
- |
0.4 |
Environmental
& safety assessment |
May
2022 |
0.1 |
- |
0.1 |
Construction |
Site preparation |
December 2022 |
2.3 |
- |
2.3 |
TMF construction |
October 2024 |
8.5 |
19.7 |
28.2 |
Contingency |
December
2024 |
1.7 |
2.2 |
3.9 |
Total
expenditures |
|
16.1 |
21.9 |
38.0 |
Note:
Numbers may not compute exactly due to rounding.
Major
operating cost categories are mining, shipping, milling, general and administrative, product selling, Mineral Resources tax, and government
fees and other taxes. Silvercorp utilizes contract labour for mining on a rate per tonne or a rate per metre basis. The contracts include
all labour, all fixed and mobile equipment, materials, and consumables, including fuel and explosives, which are purchased through the
Company. Ground support consumables such as timber and power to the portal areas are the responsibility of the Company. Shipping costs
are for moving ore from each mine to the processing plant. Principal components of the milling costs are utilities (power and water),
consumables (grinding steel and reagents) and labour, each approximately one third of the total cost. General and administrative costs
include an allowance for tailings dam and other environmental costs. Major capital on the two existing tailings storage facilities has
already been expended and ongoing costs associated with progressively raising the dams are regarded as an operating cost. From approximately
end-2023 (TMF 1) and end-2025 (TMF 2), the focus of tailings dam operating cost estimates moves to TMF 3, for which construction preparation
is underway. The provision for Mineral Resources tax is approximately 3% of sales. The QP notes that the operating cost estimates are
reasonably aligned with those used for Mineral Reserve COG determination and considers them to be reasonable relative to the methods
and technology used and the scale of operations envisaged over the LOM. Table 1.7 summarizes projected LOM operating costs, by mine,
and for Ying as a whole.
| Table
1.7 | Projected
Ying LOM Opex (US$M) |
Cost
item |
Total
LOM |
FY2022* |
FY2023 |
FY2024 |
FY2025 |
FY2026 |
FY2027 |
FY2028 |
FY2029 |
FY2030 |
FY2031 |
FY2032 |
FY2033 |
FY2034 |
FY2035 |
FY2036 |
FY2037 |
SGX |
Mining |
383.33 |
3.64 |
19.98 |
20.48 |
20.47 |
26.07 |
26.65 |
27.92 |
27.42 |
27.69 |
27.14 |
27.91 |
27.63 |
27.71 |
27.87 |
27.81 |
16.94 |
Shipping |
19.20 |
0.18 |
1.00 |
1.03 |
1.02 |
1.31 |
1.33 |
1.40 |
1.37 |
1.39 |
1.36 |
1.40 |
1.38 |
1.39 |
1.40 |
1.39 |
0.85 |
Milling |
60.54 |
0.57 |
3.16 |
3.23 |
3.23 |
4.12 |
4.21 |
4.41 |
4.33 |
4.37 |
4.29 |
4.41 |
4.36 |
4.38 |
4.40 |
4.39 |
2.68 |
G&A
and product selling |
52.70 |
0.50 |
2.75 |
2.82 |
2.81 |
3.58 |
3.66 |
3.84 |
3.77 |
3.81 |
3.73 |
3.84 |
3.80 |
3.81 |
3.83 |
3.82 |
2.33 |
Mineral
Resources tax |
27.83 |
0.26 |
1.45 |
1.49 |
1.49 |
1.89 |
1.93 |
2.03 |
1.99 |
2.01 |
1.97 |
2.03 |
2.01 |
2.01 |
2.02 |
2.02 |
1.23 |
Government
fee and other taxes |
13.06 |
0.12 |
0.68 |
0.70 |
0.70 |
0.89 |
0.91 |
0.95 |
0.93 |
0.94 |
0.93 |
0.95 |
0.94 |
0.94 |
0.95 |
0.95 |
0.58 |
Total
SGX Opex |
556.66 |
5.27 |
29.02 |
29.75 |
29.72 |
37.86 |
38.69 |
40.55 |
39.81 |
40.21 |
39.42 |
40.54 |
40.12 |
40.24 |
40.47 |
40.38 |
24.61 |
HZG |
Mining |
58.17 |
1.19 |
4.54 |
5.21 |
5.51 |
5.54 |
5.53 |
5.53 |
5.50 |
5.54 |
5.54 |
5.37 |
3.17 |
- |
- |
- |
- |
Shipping |
3.05 |
0.06 |
0.24 |
0.27 |
0.29 |
0.29 |
0.29 |
0.29 |
0.29 |
0.29 |
0.29 |
0.28 |
0.17 |
- |
- |
- |
- |
Milling |
8.49 |
0.17 |
0.66 |
0.76 |
0.81 |
0.81 |
0.81 |
0.81 |
0.80 |
0.81 |
0.81 |
0.78 |
0.46 |
- |
- |
- |
- |
G&A
and product selling |
7.40 |
0.15 |
0.58 |
0.66 |
0.70 |
0.71 |
0.70 |
0.70 |
0.70 |
0.71 |
0.71 |
0.68 |
0.40 |
- |
- |
- |
- |
Mineral
Resources tax |
4.14 |
0.08 |
0.32 |
0.37 |
0.39 |
0.40 |
0.39 |
0.39 |
0.39 |
0.40 |
0.40 |
0.38 |
0.23 |
- |
- |
- |
- |
Government
fee and other taxes |
1.80 |
0.04 |
0.14 |
0.16 |
0.17 |
0.17 |
0.17 |
0.17 |
0.17 |
0.17 |
0.17 |
0.17 |
0.10 |
- |
- |
- |
- |
Total
HZG Opex |
83.05 |
1.69 |
6.48 |
7.43 |
7.87 |
7.92 |
7.89 |
7.89 |
7.85 |
7.92 |
7.92 |
7.66 |
4.53 |
- |
- |
- |
- |
HPG |
Mining |
60.95 |
0.77 |
5.12 |
5.51 |
5.90 |
6.01 |
5.99 |
5.91 |
5.95 |
5.41 |
5.08 |
4.82 |
4.48 |
- |
- |
- |
- |
Shipping |
2.13 |
0.03 |
0.18 |
0.19 |
0.20 |
0.21 |
0.21 |
0.20 |
0.21 |
0.19 |
0.18 |
0.17 |
0.16 |
- |
- |
- |
- |
Milling |
9.15 |
0.12 |
0.77 |
0.83 |
0.89 |
0.90 |
0.90 |
0.89 |
0.89 |
0.81 |
0.76 |
0.72 |
0.67 |
- |
- |
- |
- |
G&A
and product selling |
7.99 |
0.10 |
0.67 |
0.72 |
0.77 |
0.79 |
0.79 |
0.77 |
0.78 |
0.71 |
0.67 |
0.63 |
0.59 |
- |
- |
- |
- |
Mineral
Resources tax |
4.33 |
0.06 |
0.36 |
0.39 |
0.42 |
0.43 |
0.43 |
0.42 |
0.42 |
0.38 |
0.36 |
0.34 |
0.32 |
- |
- |
- |
- |
Government
fee and other taxes |
2.01 |
0.03 |
0.17 |
0.18 |
0.19 |
0.20 |
0.20 |
0.19 |
0.19 |
0.18 |
0.17 |
0.16 |
0.15 |
- |
- |
- |
- |
Total
HPG Opex |
86.56 |
1.11 |
7.27 |
7.82 |
8.37 |
8.54 |
8.52 |
8.38 |
8.44 |
7.68 |
7.22 |
6.84 |
6.37 |
- |
- |
- |
- |
TLP |
Mining |
178.80 |
5.46 |
14.91 |
14.22 |
15.30 |
15.27 |
16.02 |
14.60 |
14.37 |
14.40 |
14.62 |
14.84 |
14.59 |
10.20 |
- |
- |
- |
Shipping |
7.98 |
0.24 |
0.67 |
0.64 |
0.68 |
0.68 |
0.72 |
0.65 |
0.64 |
0.64 |
0.65 |
0.66 |
0.65 |
0.46 |
- |
- |
- |
Milling |
29.82 |
0.91 |
2.49 |
2.37 |
2.55 |
2.55 |
2.67 |
2.43 |
2.40 |
2.40 |
2.44 |
2.48 |
2.43 |
1.70 |
- |
- |
- |
G&A
and product selling |
25.96 |
0.79 |
2.16 |
2.06 |
2.22 |
2.22 |
2.33 |
2.12 |
2.09 |
2.09 |
2.12 |
2.16 |
2.12 |
1.48 |
- |
- |
- |
Mineral
Resources tax |
13.10 |
0.40 |
1.09 |
1.04 |
1.12 |
1.12 |
1.17 |
1.07 |
1.05 |
1.06 |
1.07 |
1.09 |
1.07 |
0.75 |
- |
- |
- |
Government
fee and other taxes |
6.46 |
0.20 |
0.54 |
0.51 |
0.55 |
0.55 |
0.58 |
0.53 |
0.52 |
0.52 |
0.53 |
0.53 |
0.53 |
0.37 |
- |
- |
- |
Total
TLP Opex |
262.12 |
8.00 |
21.86 |
20.84 |
22.42 |
22.39 |
23.49 |
21.40 |
21.07 |
21.11 |
21.43 |
21.76 |
21.39 |
14.96 |
- |
- |
- |
LME |
Mining |
76.80 |
1.01 |
4.31 |
4.41 |
4.34 |
5.37 |
6.17 |
6.81 |
6.72 |
6.86 |
6.30 |
6.54 |
6.17 |
6.51 |
5.28 |
- |
- |
Shipping |
2.75 |
0.04 |
0.15 |
0.16 |
0.16 |
0.19 |
0.22 |
0.24 |
0.24 |
0.25 |
0.23 |
0.23 |
0.22 |
0.23 |
0.19 |
- |
- |
Milling |
10.59 |
0.14 |
0.59 |
0.61 |
0.60 |
0.74 |
0.85 |
0.94 |
0.93 |
0.94 |
0.87 |
0.90 |
0.85 |
0.90 |
0.73 |
- |
- |
G&A
and product selling |
9.20 |
0.12 |
0.52 |
0.53 |
0.52 |
0.64 |
0.74 |
0.82 |
0.81 |
0.82 |
0.75 |
0.78 |
0.74 |
0.78 |
0.63 |
- |
- |
Mineral
Resources tax |
5.34 |
0.07 |
0.30 |
0.31 |
0.30 |
0.37 |
0.43 |
0.47 |
0.47 |
0.48 |
0.44 |
0.45 |
0.43 |
0.45 |
0.37 |
- |
- |
Government
fee and other taxes |
2.27 |
0.03 |
0.13 |
0.13 |
0.13 |
0.16 |
0.18 |
0.20 |
0.20 |
0.20 |
0.19 |
0.19 |
0.18 |
0.19 |
0.16 |
- |
- |
Total
LME Opex |
106.95 |
1.41 |
6.00 |
6.15 |
6.05 |
7.47 |
8.59 |
9.48 |
9.37 |
9.55 |
8.78 |
9.09 |
8.59 |
9.06 |
7.36 |
- |
- |
LMW |
Mining |
143.07 |
0.83 |
7.7 |
7.91 |
8.49 |
9.84 |
9.77 |
10.44 |
9.83 |
10.37 |
10.17 |
10.25 |
9.76 |
9.91 |
10.03 |
9.16 |
8.61 |
Shipping |
5.69 |
0.03 |
0.31 |
0.32 |
0.34 |
0.39 |
0.39 |
0.42 |
0.39 |
0.41 |
0.40 |
0.41 |
0.39 |
0.39 |
0.40 |
0.36 |
0.34 |
Milling |
21.54 |
0.13 |
1.16 |
1.19 |
1.28 |
1.48 |
1.47 |
1.57 |
1.48 |
1.56 |
1.53 |
1.54 |
1.47 |
1.49 |
1.51 |
1.38 |
1.30 |
G&A
and product selling |
18.75 |
0.11 |
1.01 |
1.04 |
1.11 |
1.29 |
1.28 |
1.37 |
1.29 |
1.36 |
1.33 |
1.34 |
1.28 |
1.30 |
1.31 |
1.20 |
1.13 |
Mineral
Resources tax |
10.19 |
0.06 |
0.55 |
0.56 |
0.61 |
0.70 |
0.70 |
0.74 |
0.70 |
0.74 |
0.72 |
0.73 |
0.70 |
0.71 |
0.71 |
0.65 |
0.61 |
Government
fee and other taxes |
4.67 |
0.03 |
0.25 |
0.26 |
0.28 |
0.32 |
0.32 |
0.34 |
0.32 |
0.34 |
0.33 |
0.33 |
0.32 |
0.32 |
0.33 |
0.30 |
0.28 |
Total
LMW Opex |
203.91 |
1.19 |
10.98 |
11.28 |
12.11 |
14.02 |
13.93 |
14.88 |
14.01 |
14.78 |
14.48 |
14.60 |
13.92 |
14.12 |
14.29 |
13.05 |
12.27 |
DCG |
Mining |
15.15 |
0.16 |
1.60 |
1.71 |
1.69 |
1.60 |
1.62 |
1.49 |
1.57 |
1.24 |
1.20 |
1.27 |
- |
- |
- |
- |
- |
Shipping |
0.64 |
0.01 |
0.07 |
0.07 |
0.07 |
0.07 |
0.07 |
0.06 |
0.07 |
0.05 |
0.05 |
0.05 |
- |
- |
- |
- |
- |
Milling |
2.46 |
0.03 |
0.26 |
0.28 |
0.27 |
0.26 |
0.26 |
0.24 |
0.25 |
0.20 |
0.20 |
0.21 |
- |
- |
- |
- |
- |
G&A
and product selling |
2.14 |
0.02 |
0.23 |
0.24 |
0.24 |
0.23 |
0.23 |
0.21 |
0.22 |
0.17 |
0.17 |
0.18 |
- |
- |
- |
- |
- |
Mineral
Resources tax |
1.10 |
0.01 |
0.12 |
0.12 |
0.12 |
0.12 |
0.12 |
0.11 |
0.11 |
0.09 |
0.09 |
0.09 |
- |
- |
- |
- |
- |
Government
fee and other taxes |
0.53 |
0.01 |
0.06 |
0.06 |
0.06 |
0.06 |
0.06 |
0.05 |
0.05 |
0.04 |
0.04 |
0.04 |
- |
- |
- |
- |
- |
Total
DCG Opex |
22.02 |
0.24 |
2.34 |
2.48 |
2.45 |
2.34 |
2.36 |
2.16 |
2.27 |
1.79 |
1.75 |
1.84 |
- |
- |
- |
- |
- |
Ying
Total |
Mining |
916.27 |
13.06 |
58.16 |
59.45 |
61.70 |
69.70 |
71.75 |
72.70 |
71.36 |
71.51 |
70.05 |
71.00 |
65.80 |
54.33 |
43.18 |
36.97 |
25.55 |
Shipping |
41.44 |
0.59 |
2.62 |
2.68 |
2.76 |
3.14 |
3.23 |
3.26 |
3.21 |
3.22 |
3.16 |
3.250 |
2.97 |
2.47 |
1.99 |
1.75 |
1.19 |
Milling |
142.59 |
2.07 |
9.09 |
9.27 |
9.63 |
10.86 |
11.17 |
11.29 |
11.08 |
11.09 |
10.90 |
11.04 |
10.24 |
8.47 |
6.64 |
5.77 |
3.98 |
G&A
and product selling |
124.14 |
1.79 |
7.92 |
8.07 |
8.37 |
9.46 |
9.973 |
9.83 |
9.66 |
9.67 |
9.48 |
9.61 |
8.93 |
7.37 |
5.77 |
5.02 |
3.46 |
Mineral
Resources tax |
66.03 |
0.94 |
4.19 |
4.28 |
4.45 |
5.03 |
5.17 |
5.23 |
5.13 |
5.16 |
5.05 |
5.11 |
4.76 |
3.92 |
3.10 |
2.67 |
1.84 |
Government
fee and other taxes |
30.80 |
0.46 |
1.97 |
2.00 |
2.08 |
2.35 |
2.42 |
2.43 |
2.38 |
2.39 |
2.36 |
2.37 |
2.22 |
1.82 |
1.44 |
1.25 |
0.86 |
Total
Ying Opex |
1,321.27 |
18.91 |
83.95 |
85.75 |
88.99 |
100.54 |
103.47 |
104.74 |
102.82 |
103.04 |
101.00 |
102.33 |
94.92 |
78.38 |
62.12 |
563.43 |
36.88 |
Notes:
Numbers may not compute exactly due to rounding.
* FY2022 only includes Q4.
Cautionary
Note to U.S. Investors Concerning Estimates of Measured Resources and Indicated Resources:
This
section uses the terms “Measured Resources” and “Indicated Resources”. We advise U.S. investors that these
terms may not be comparable to similar terms under the SEC Modernization Rules. The estimation of Measured Resources and Indicated
Resources involves greater uncertainty as to their existence and economic feasibility than the estimation of Proven and Probable
Mineral Reserves. U.S. investors are cautioned not to assume that mineral resources in these categories will be converted into reserves.
See “Cautionary Note to U.S. Investors Concerning Preparation of Mineral Resource and Mineral Reserve Estimates”.
Cautionary
Note to U.S. Investors Concerning Estimates of Inferred Resources
This
section uses the terms “Inferred Resources”. We advise U.S. investors that this term may not be comparable to similar
terms under the SEC Modernization Rules. The estimation of Inferred Resources involves far greater uncertainty as to their existence
and economic viability than the estimation of other categories of resources. U.S. investors are cautioned not to assume that estimates
of Inferred Mineral Resources exist, are economically minable, or will be upgraded into Measured Resources or Indicated Mineral Resources.
See “Cautionary Note to U.S. investors Concerning Preparation of Mineral Resource and Mineral Reserve Estimates”.
|
Current
Technical Report
Except
as otherwise stated, the information in this section is based on the Technical Report titled “NI 43- 101 Technical Report Update
on the Gaocheng Ag-Zn-Pb Project in Guangdong Province, People’s Republic of China” (the “GC Report” or the “2021
Technical Report”) effective date March 31, 2021, and prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”) on October
6, 2021. AMC has prepared previous Technical Reports on the GC property (the “GC Property”) in 2009 (‘NI 43-101 Technical
Report Update on the GC Ag-Zn-Pb Project in Guangdong Province, People’s Republic of China’, effective date 18 June 2009),
2012 (‘NI 43-101 Technical Report on the GC Ag-Zn-Pb Project in Guangdong Province, People’s Republic of China’, effective
date 23 January 2012), 2018 (‘NI 43-101 Technical Report Update on the Gaocheng Ag-Zn-Pb Project in Guangdong Province, People’s
Republic of China’, effective date 30 June 2018), and 2019 (‘NI 43-101 Technical Report Update on the Gaocheng Ag-Zn-Pb Project
in Guangdong Province, People’s Republic of China’, effective date 30 June 2019, (2019 Technical Report)).
The
following is a summary from the GC Report and is based on the assumptions, qualifications and procedures which are not fully described
herein. The full text of the GC Report which is available for review on SEDAR at www.sedar.com is incorporated by reference in this AIF.
Location,
Ownership and History
The
GC Property is located in the vicinity of Gaocheng village, Gaocun Township, Yun’an District, Yunfu City, Guangdong Province, People’s
Republic of China. The Property is located west of the metropolitan city of Guangzhou, the capital of Guangdong Province. Guangzhou is
located about 120 kilometres (km) north-west of Hong Kong and has a total population of about 14 million people. Access to the GC project
from Guangzhou is via 178 km of four-lane express highway to Yunfu, then 48 km of paved road to the project site.
Silvercorp
owns 99% of the GC Mine through its 100% ownership of the shares of Yangtze Mining Ltd. (Yangtze Mining), which in turn wholly owns Yangtze
Mining (H.K.) Ltd. (Yangtze Mining H.K.), and Fortune Gold Mining Limited, which in turn wholly owns Silvercorp Metals (China) Inc. Guangdong
Found Mining Co. Ltd. (China), (Guangdong Found), is the designated joint venture operating company of the GC Mine. Yangtze Mining (H.K.)
Ltd., a wholly owned subsidiary of Yangtze Mining, owns 95% of Guangdong Found. Silvercorp Metals (China) Inc. owns 4% of Guangdong Found.
Guangdong Found has a 100% beneficial interest in the GC Mine. The boundaries of the mining permit were surveyed, and the boundary markers
were staked in the ground by the Bureau of Land and Resources of Guangdong Province before issuing the mining permit to Guangdong Found
in 2010. [The preceding text in this paragraph is an update to the information provided in the GC Report.]
The
Mining Permit in the name of Guangdong Found is valid for 30 years to 24 November 2040, covers the entire 5.5238 km2 area of the GC Mine
and permits mining from 315 metres (m) to minus 530 m elevations. The permit allows for the operation of an underground mine to produce
silver, lead and zinc.
Currently,
the GC mine is subject to Mineral Resources taxes, levied at 3% of revenue from lead and zinc and 2% of revenue from silver. The Mineral
Resource taxes, together with other government fees that are not tied to revenue, amount to approximately 5% of revenue. The QP is not
aware of any additional royalties, back-in rights, payments, agreements, environmental liabilities, or encumbrances particular to the
property other than those stated above.
Various
state-sponsored Chinese Geological Brigades and companies have conducted geological and exploration work in the project area with systematic
regional geological surveys commencing in 1959. Historical drilling commenced in 2001.
Prior
to Yangtze Mining acquiring the GC Property in 2005, illegal mining activity resulted in the excavation of several tunnels and small-scale
mining of veins V2, V2-2, V3, V4, V5, V6, and V10. It is reported that a total of 1,398 m of excavation comprised of 10 adits and tunnels
had been completed on the property through the illegal activity.
A
total of 43 diamond drillholes for a combined total of 13,463.74 m was drilled on the GC Property between 2001 and 2007 prior to the
property acquisition by Silvercorp. Diamond drillholes were drilled using PQ size in overburden, then reduced to HQ size for up to 100
m depth.
The
Guangdong Provincial Institute of Geological Survey (GIGS) prepared a resource estimate for nine mineralized veins for the GC project
after the 2004 – 2005 exploration season. This was not compliant with the Canadian Institute of Mining, Metallurgy and Petroleum
(CIM) Standards and is not material to the 2021 Technical Report.
Geological
Setting, Mineralization, and Deposit Types
The
GC Project is located at the intersection between the Wuchuan-Sihui Deep Fault zone and Daganshan Arc-ring structural zone. It is situated
in the south-west part of the Daganshan uplift. Structures developed in the area are mainly the NWW-EW striking Gaocheng Fault zone,
the NE striking Baimei Fault zone, and the Songgui Fault zone.
Basement
rocks within the GC Project encompass quartz sandstone, meta-carbonaceous siltstone, carbonaceous phyllite, calcareous quartzite, and
argillaceous limestone of the Sinian Daganshan Formation; quartz sandstone and shale of the Triassic Xiaoyunwushan Formation, and sandy
conglomerate and conglomerate of the Cretaceous Luoding Formation. These rocks are intruded by Paleozoic gneissic, medium-grained biotite
granite, and Mesozoic fine- to medium-grained adamellite, brownish, fine-grained, biotite mylonite, granite porphyry, quartz porphyry,
diabase, and aplite. The Mesozoic intrusives intruded along the south and south-west contacts of the Paleozoic granites. The majority
of Ag-Zn-Pb mineralization is hosted by the Mesozoic granite. The granite dips south and strikes west north-west, parallel to the majority
of mineralized veins on the GC Property.
Ag-Zn-Pb
mineralization at the GC deposit can be divided into two types: primary and oxidized. The primary mineralization is mainly composed of
galena-sphalerite-silver minerals, which occur sparsely, as disseminations, veinlets, and lumps. Primary mineralization accounts for
95% of the entire Mineral Resource. Oxide mineralization occurs on and near the surface.
Mineralized
veins in the GC area occur in relatively permeable fault-breccia zones. These zones are extensively oxidized from the surface to depths
of about 40 m. Veins in this zone exhibit open space and boxwork lattice textures resulting from the leaching and oxidation of sulphide
minerals. Secondary minerals present in varying amounts in this zone include kaolinite, hematite, and limonite.
The
dominant sulphide mineral is pyrite, typically comprising a few percent to 13% of the vein. Other constituents are a few percent of sphalerite,
galena, pyrrhotite, arsenopyrite, magnetite, and less than a percentage of chalcopyrite and cassiterite. Metallic minerals in much smaller
amounts include argentite, native silver, bornite, wolframite, scheelite, and antimonite. Metallic minerals occur in narrow massive bands,
veinlets or as disseminations in the gangue. Gangue minerals include chlorite, quartz, fluorite, feldspar, mica, hornblende, with a small
or trace amount of kaolinite, tremolite, actinolite, chalcedony, garnet, zoisite, apatite, and tourmaline.
Alteration
minerals associated with the GC vein systems include quartz, sericite, pyrite, and chlorite, together with clay minerals and limonite.
Silicification commonly occurs near the centre of the veins. Chlorite and sericite occur near and slightly beyond the vein margins.
Quartz,
pyrite, fluorite, and chlorite are closely related to the mineralization.
The
poly-metallic mineralization of the GC deposit belongs to the mesothermal vein infill style of deposit.
Exploration
Silvercorp
has carried out surface and underground exploration activities since 2008.
Surface-based
exploration occurred primarily during 2008, which included soil sampling, geological mapping and trenching. Following up on geochemical
anomalies, Silvercorp conducted trenching and pitting programs that exposed the mineralized veins on the surface and at shallow depth.
A total of seven pits and one trench were excavated by Silvercorp exposing three veins.
Silvercorp
completed more than 51.5 km of underground tunnelling and sampling at the Property through to 2018, and 29.2 km between 2019 and 2020.
The
programs through to 2018 comprised 33,297 m of drifting along mineralized structures, 10,147 m of crosscutting across mineralized structures,
and 8,833 m of raises. The 2019 and 2020 work comprised 14,940 m of drifting along mineralized structures, 7,288 m of crosscutting across
mineralized structures, and 6,951 m of raises. Drifts and crosscuts have been developed at 40 m intervals vertically to increase geological
confidence in the Mineral Resource.
50,480
channel / chip samples were collected from the mine areas through to and including 2018, with samples being assayed for Ag, Pb, and Zn.
14,576 channel / chip samples were collected from the mine areas between 2019 and 2020.
Drilling
Silvercorp
completed its first phase of diamond drilling on the Property in 2008. Systematic drilling commenced on the property in 2011 and continued
through to 2020. All Silvercorp drilling was completed as NQ-sized core. Drillhole collars were surveyed using a total station and downhole
surveys were completed every 50 m downhole. Surface drillhole collars were cemented after completion and locations of drillholes were
marked using 50 x 30 x 20 centimetres (cm) concrete blocks.
Core
recoveries from Silvercorp drilling programs varied between 35.66% and 100.00% averaging 99.36%. The QP reviewed the relationship between
grade and core recovery and found no bias.
All
drill core is stored in a clean and well-maintained core shack in the GC camp complex. This core shack is locked when unattended and
monitored by two security personnel 24 hours a day.
The
majority of drillholes were drilled as inclined holes to test multiple vein structures. Underground drillholes were drilled as fans of
multiple holes from single set-ups.
Sampling,
Analysis and Data Verification
Drill
core processing is completed by Silvercorp employees in accordance with a standard procedure. Core recovery is measured followed by detailed
logging of the core with lithological, vein and mineralization contacts identified and recorded. The core is photographed and sampled
on 2 m maximum intervals and at geological or mineralization contacts. Core is cut in half with a rock saw with one half bagged and secured
for shipment to the laboratory, and the other half retained in the core tray for future reference.
Channel
samples are collected along sample lines perpendicular to the mineralized vein structure as well as from walls of cross-cut tunnels and
bottom of trenches. Samples include vein material and associated wall rock. Samples
were shipped from the Gaocheng site to an ALS Laboratory in Guangzhou between 2008 and 2014. Since 2014, as a primary laboratory, samples
have been shipped to the onsite laboratory at Gaocheng, which is owned and operated by Silvercorp. It is not certified by any standards
association.
Silvercorp
has established Quality Assurance / Quality Control (QA/QC) procedures that cover sample collection and processing at the GC Property.
These QA/QC protocols have been progressively refined since 2011. Certified Reference Materials (CRMs) and coarse crushed blanks have
been included with drilling samples since 2011, and with underground samples since 2014. Field duplicates have been included with drilling
samples since 2012 and with underground samples since 2014. Check (umpire) samples (pulp duplicates) have been sent to a separate ‘umpire’
laboratory since 2012.
In
2018, Silvercorp further improved their QA/QC protocols to include regular and more frequent submission of CRMs, coarse blanks, and field
duplicates with drilling and underground samples. Coarse reject duplicates and pulp duplicates were also incorporated into drill sampling
programs. The proportion of check samples sent to a different laboratory was also increased. In 2019, Silvercorp initiated real-time
monitoring of QA/QC protocols.
The
QP has reviewed QA/QC data collected to date. While some issues have been noted with data collected prior to 2014, all data collected
thereafter shows reasonable analytical accuracy and precision. The QP does not consider issues noted with pre-2014 data to be a material
concern and considers the Gaocheng sample database acceptable for Mineral Resource estimation.
Mineral
Processing and Metallurgical Testing
Since
the metallurgical testing reported in the 2012 Technical Report, no further testing has been done. The mill functioned in a trial mode
up to 2014 and, from that point (FY2015 starting Q2 2014), has been in commercial production.
Metallurgical
testing for the GC project was carried out by the Hunan Research Institute of Non-Ferrous Metals and reported in May 2009 in the report
“Development and Research of the Comprehensive Recovery Test of Lead Zinc Silver Tin Sulphur for the Lead Zinc Ore Dressing in
GC Mine Area”. This report was made available to AMC in English translation by Silvercorp. The testwork was also summarized in
the January 2011 GMADI report as part of the “Design Instructions” for the plant design.
The
objectives of the testwork were, following on from previous testwork of 2007 on samples from artisanal mining dumps, to i) maximize silver
recovery to the lead concentrate, ii) investigate the potential for tin recovery, iii) develop a process flow sheet with appropriate
operating parameters as a basis for the industrial scale implementation of lead, zinc, sulphur (and possibly tin) recovery, and iv) determine
the product quality characteristics relative to the relevant national standards.
Since
the start of trial operations in 2013 and commercial production in 2014, lead and zinc concentrates have been produced in commercial
quantities at the Gaocheng mill. The overall process consists of crushing, grinding, sequential flotation of lead, zinc and pyrite concentrates,
and concentrate dewatering by disc filtration. An experimental tin recovery gravity separation circuit is installed on pyrite flotation
tails.
Two-stage
crushing is carried out, with the second stage in closed circuit. Run of mine ore at -350 mm is reduced to crusher product at -10 mm.
This is followed by two-stage grinding in ball mills to a product size of 80% passing 75 µm (P80 of 75 µm).
The
flotation process consists of a standard flotation of lead, with three-stage cleaning of the lead concentrate, then flotation of zinc
concentrate with three-stage cleaning; leaving pyrite tailings as sulphur concentrate. Concentrates are dewatered by conventional thickening
and filtration.
In
2019, the lead-zinc-sulphur priority flotation process was optimized by changing from zinc-sulphur process priority flotation to zinc-sulphur
mixed flotation and then zinc-sulphur separation flotation process. The quantity of ore processed has increased to around 300 ktpa.
Trucks
under escort by security personnel are used to transport lead and zinc concentrates from the mine site to refineries. A front-end loader
is used to load the concentrate from storage sheds near filters at the mill site to the concentrate shipping trucks.
There
is a laboratory on site equipped with the customary sample preparation, wet chemistry, and basic photometric analytical equipment; as
well as crushing, grinding, flotation, and gravity-separation metallurgical testing equipment.
Mineral
Resource and Mineral Reserve Estimates
Mineral
Resource Estimates
The
Mineral Resources for the GC Property have been prepared by Silvercorp. Ms. Dinara Nussipakynova, P.Geo., of AMC, has reviewed the methodologies
and data used to prepare the Mineral Resource estimates and, after some adjustment to the Mineral Resource classification and capping,
is satisfied that they comply with reasonable industry practice. Ms. Nussipakynova takes responsibility for these estimates.
The
QP is not aware of any known environmental, permitting, legal, title, taxation, socioeconomic, marketing, political, or other similar
factors that could materially affect the stated Mineral Resource estimates. It is noted that approximately 1% of the Mineral Resources
lie below the lower limit of the current mining lease (-530 m elevation), but this is not seen as a material risk.
The
data used in the Mineral Resource estimation includes results of all drilling carried out on the GC Property to 31 December 2020. The
estimation was carried out in Micromine™ software. Interpolation was carried out using inverse distance squared (ID2)
for all the veins.
| Table
1.8 | Summary
of Mineral Resources as of 31 December 2020 |
Classification |
Tonnes
(Mt) |
Ag
(g/t) |
Pb
(%) |
Zn
(%) |
Contained
metal |
Ag
(koz) |
Pb
(M lbs) |
Zn
(M lbs) |
Measured |
5.286 |
88 |
1.3 |
3.1 |
14,906 |
154 |
360 |
Indicated |
4.747 |
75 |
1.1 |
2.5 |
11,457 |
111 |
259 |
Measured
and Indicated |
10.033 |
82 |
1.2 |
2.8 |
26,363 |
265 |
619 |
Inferred |
8.441 |
87 |
1.0 |
2.4 |
23,562 |
195 |
442 |
Notes:
| ● | CIM
Definition Standards (2014) were used for reporting the Mineral Resources. |
| ● | Mineral
Resource are reported at a silver equivalent (AgEq) cut-off grade of 105 g/t AgEg. |
| ● | The
equivalency formula is Ag g/t+50.46*Pb%+43.53*Zn% using prices of US$18.20/oz Ag, US$0.94/lb
Pb, and US$1.08/lb Zn and estimated recoveries of 82.6% Ag, 89.5% Pb, and 87.3% Zn. |
| ● | Sample
results up to 31 December 2020. |
| ● | Mineral
Resources have been depleted to account for mining to 31 December 2020. |
| ● | Veins
factored to a minimum extraction width of 0.4 m. |
| ● | Mineral
Resources are inclusive of Mineral Reserves reported in Section 15. |
| ● | Mineral
Resources that are not Mineral Reserves do not have demonstrated economic viability. An Inferred
Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality
are estimated on the basis of limited geological evidence and sampling and must not be converted
to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources
could be upgraded to Indicated Mineral Resources with continued exploration. |
| ● | The
numbers may not compute exactly due to rounding. |
| ● | Source:
Silvercorp Metals Inc., reproduced as a check by AMC Mining Consultants (Canada) Ltd |
The
GC deposit consists of 156 veins, each of which has a separate block model. Approximately 31,844 m of channel samples and 265,965 m of
core samples from 1,854 drillholes form the basis of the estimate. A composite length of 0.4 m was used. Capping was applied after compositing.
The parent block size for all veins was 0.8 m by 10 m by 10 m (x, y, z), with sub-cells employed. The sub-celling resulted in minimum
cell dimensions of 0.2 m by 2 m by 2 m (x, y, z). The QP imported all 156 block models into Datamine software. The volume comparison
of the original models versus the Datamine models showed a difference of less than 1%.
Interpolation
was carried out using the ID2 method. Mining depletion and write-offs based on survey information to 31 December 2020 were coded into
the block models by Silvercorp.
Mineral
Resources are classified as Measured, Indicated, and Inferred. The QP reviewed the classification of each vein and requested changes
when the classification needed to be modified.
The
block models were validated by the QP in three ways. First, visual checks were carried out to ensure that the grades respected the raw
assay data. Secondly, swath plots were reviewed. Thirdly, the estimate was statistically compared to the composited assay data, with
satisfactory results.
The
following observations have been made by the QP from a comparison of the 2019 Mineral Resource estimate and the 2020 Mineral Resource
estimate:
| ● | Measured
and Indicated tonnes have increased by 11%. This number is a result of the discovery of new
veins and new vein interpretation. |
| ● | Measured
tonnes have increased by 57%. This number is a result of the discovery of new veins, new
vein interpretation and conversion of Indicated tonnes (which have decreased by 17%) to Measured
classification. |
| ● | In
the Measured category silver grade has decreased by 9% and lead and zinc grades have both
decreased by 6%. |
| ● | In
the Indicated category silver grades have decreased by 3%, lead grades have increased by
6% and zinc grades have decreased by 1%. |
| ● | In
the Inferred category silver grades have decreased by 5%, lead grades have increased by 5%
and zinc grades have decreased by 1%. |
| ● | The
net result in the Measured category has been a significant increase in contained metals due
to the increase in tonnes. Silver and lead metal have each increased by 44% and zinc contained
metal has increased by approximately 47%. |
| ● | The
net result in the Indicated category has been a decrease in the contained silver metal of
19%; lead and zinc contained metals have decreased by 12% and 19%, respectively. This is
a result of conversion of Indicated material to Measured material. |
| ● | The
net result in the Inferred category has been an increase of 11% in the contained silver metal;
contained lead metal has increased by 17% and contained zinc metal has increased by 13%. |
Reasons
for the differences in grade, tonnes, and contained metal include:
| ● | Updated
interpretation of the veins. |
| ● | Conversion
of Indicated Mineral Resources to a Measured classification. |
| ● | Depletion
through mining. |
Mineral
Reserve Estimates
To
convert Mineral Resources to Mineral Reserves, mining cut-off grades (COGs) have been applied, mining dilution has been added and mining
recovery factors assessed on an individual vein mining block basis. Only Measured and Indicated Resources have been used for Mineral
Reserves estimation.
The
Mineral Reserve estimates for the GC Property were prepared by Silvercorp under the guidance of independent QP, Mr H. Smith, P.Eng.,
who takes QP responsibility for those estimates.
The
Mineral Reserve estimation is based on the assumption that current stoping practices will continue at the GC property, namely predominantly
shrinkage stoping but also with some cut and fill resuing. Minimum mining widths of 1.0 m for shrinkage and 0.5 m for resuing, and minimum
dilution of 0.20 m total for shrinkage and 0.10 m for resuing cut and fill stopes are assumed. Full breakeven COGs used are 215 g/t AgEq
for shrinkage and 275 g/t AgEq for resuing.
Table
1.9 summarizes the Mineral Reserves estimate for the Gaocheng mine. 63% of the Mineral Reserve tonnage is categorized as Proven and 37%
is categorized as Probable.
| Table
1.9 | Gaocheng
Mineral Reserves estimate at 31 December 2020 |
Classification |
Tonnes
(Mt) |
Ag
(g/t) |
Pb
(%) |
Zn
(%) |
Contained
metal |
Ag
(koz) |
Pb
(Mlbs) |
Zn
(Mlbs) |
Proven |
2.587 |
93 |
1.5 |
3.3 |
7,743 |
84 |
189 |
Probable |
1.544 |
95 |
1.5 |
3.0 |
4,740 |
51 |
103 |
Proven
and Probable |
4.131 |
94 |
1.5 |
3.2 |
12,483 |
135 |
293 |
Notes
to Mineral Reserve Statement:
| ● | Canadian
Institute of Mining, Metallurgy and Petroleum Standards (2014) were used for reporting the
Mineral Reserves. |
| ● | Full
breakeven cut-off grades: Shrinkage = 215 g/t AgEq: Resuing = 275 g/t AgEq. |
| ● | Marginal
material cut-off grade: Shrinkage = 185 g/t AgEq; Resuing = 250 g/t AgEq. |
| ● | Dilution
(zero grade) assumed as a minimum of 0.1 m on each wall of a shrinkage stope and 0.05 m on
each wall of a resuing stope. |
| ● | Mining
recovery factors assumed as 92% for shrinkage and 95% for resuing. |
| ● | Metal
prices: Silver US$18.20/troy oz, lead US$0.94/lb, zinc US$1.08/lb, with respective payables
of 65.5%, 86.2%, and 66.3%. |
| ● | Processing
recovery factors: Ag – 82.6%, Pb – 89.5%, Zn – 87.3%. |
| ● | Effective
date 31 December 2020. |
| ● | Exchange
rate assumed is RMB6.80: US$1.00. |
| ● | Rounding
of some figures may lead to minor discrepancies in totals. |
From
the start of commercial operations at Gaocheng in 2014 through to the end of 2020, 1,853,662 tonnes have been mined at average head grades
of 94 g/t silver, 1.6% lead, and 2.9% zinc. Compared to the average production head grades recorded up to the end of 2020, the current
Mineral Reserve estimates show the same silver grade, a reduction in lead grade of 7%, and an increase in zinc grade of 9%.
The
Main Shaft radius is 3 m. A 30 m radius around the Main Shaft is categorized as a safety pillar, with no mining or development allowed
in the pillar area, other than for actual shaft access.
Relative
to the Mineral Reserve estimates in the previous Technical Report (2019 Technical Report), there is a 39% increase in Proven Mineral
Reserve tonnes and a 21% decrease in Probable Mineral Reserve tonnes, with an increase in Mineral Reserve total tonnes of 8% (311,000
t).
Mining
Operations
Mining
to date has been conducted in two stages. Stage 1 targeted bringing the project into production as soon as practicable using mobile,
rubber-tired, diesel-powered equipment (development jumbo, loader, and truck) with surface declines access down to -50 mRL. Stage 2 development
from -50 mRL down to - 300 mRL employs conventional tracked equipment (battery powered locomotives, rail cars, electric rocker shovels
and pneumatic hand-held drills) via a surface shaft access. In-stope rock movement is by gravity to draw points or hand-carting to steel-lined
passes.
The
rock mass condition is categorized as Fair to Good and it is anticipated that the vein and host rocks in the mine area will continue
to be largely competent and require minimal ground support other than in weaker ground areas.
Production
Rate
The
average production is approximately 65 tonnes per day per stope for shrinkage stopes and 15 tonnes per day per stope for resue stopes
with production per level capped at approximately 25% of the available stopes and up to 30 stopes concurrently working over all active
levels.
The
actual production rate from each stope is dependent on the vein width, and as such, the production rate and schedule assume a balance
of wider and narrower vein stopes (generally shrinkage and resue respectively).
Mining
Methods
Shrinkage
stoping and resue stoping are the methods employed.
To
support AMC’s understanding of the Silvercorp application of stoping methods and also their suitability for the GC Mine environment,
the QP previously observed the application of these stoping methods at Silvercorp’s Ying mine operation during May 2016. The QP
visited the GC site in January 2018. The Ying mine is located in Luoning County, in the Henan Province, about 10 km south-east of Xiayu
and about 60 km south-east of Luoning. The methods employed are considered to be appropriate for the GC Mine environment.
Mine
Development
The
mine design is now based on Mineral Resources above 105 g/t AgEq, with the addition of vein exploration development (which, in some part,
is also used for stope access). Vein exploration development is categorized as development that occurs outside of the Mineral Resource
categorization. Vein exploration development is reported as development waste and, for planning purposes, is assigned zero grade irrespective
of its actual resource grade.
The
mine levels are located at 50 m vertical intervals. Levels are graded at 0.3% from either the Ramp or Main Shaft access, however the
mine design provided by Silvercorp does not incorporate this feature. The QP does not consider this to be material with respect to estimates
for development quantities.
Thus
far, Phase 1 and Phase 2 development has all been completed. The production and ventilation systems consist of Main Shaft, Main Ramp,
Exploration Ramp, and Phase 1 and 2 ventilation shafts.
The
Main Shaft (from +248 mRL to -370 mRL) is used for hoisting of ore, waste rock, equipment and materials, personnel, and for intake airflow
for -100 mRL and below levels.
The
Main Ramp (portal elevation +176 mRL, bottom elevation reached -250 mRL) is used for transportation of ore, waste rock, equipment and
materials, personnel, and for intake airflow for -500 mRL and above levels.
The
Exploration Ramp is used for transportation of ore, waste rock, equipment and materials, personnel, and for intake airflow for +100 RL
and +50 mRL levels.
There
is a plan to extend the main ramp to -530 mRL for transportation of ore, waste rock, equipment and materials, personnel, and for intake
airflow for -300 RL level and below.
Market
Studies and Contracts
It
is understood that the Gaocheng concentrates are marketed to existing smelter customers in Henan province in China and appropriate terms
have been negotiated for 2021.
The
QP also understands that an acceptable arsenic level in base metal concentrates, without penalty, for Chinese smelters is of the order
of 1.0% and notes that the GC lead and zinc concentrates are acceptable to those smelters. The QP also notes the Silvercorp concentrate
selling arrangements whereby:
| ● | Should
the level ever be higher than 1.0% in zinc concentrate, the payable Zn content would be discounted
by 0.5% Zn for every 1% As above the 1.0% As level. |
| ● | For
instances where the pyrite concentrate has an As content above 1.0%, a penalty is paid on
a case-by-case basis. |
Smelter
and Concentrate Sales Contracts.
Sales
contracts are in place for the lead concentrates with Shandong Humon Smelting Co. Ltd., and for the zinc concentrates with Chenzhou Qiantai
Industrial Co. Ltd. and Chenzhou Jieyin Minerals Co. Ltd.
All
contracts have an effective period of one year, with key elements of the contracts subject to change based on market conditions when
monthly supplemental agreements to the annual contracts are negotiated. The QP had previously indicated that a preferable arrangement
would have been to see contracts as part of a LOM frame
agreement; however, the QP also understands that these contracts should be viewed
in the context of the existing operations and concentrate sales to these smelters and therefore does not view the apparently short term
of the contracts as a material issue.
All
contracts have freight and related expenses to be paid by the customers.
The
key elements of the contracts are summarized in Table 2.0.
| Table
2.0 | Key
elements of the 2021 smelter contracts. |
|
Pb concentrate |
Zn concentrate |
% Pb |
Deduction
RMB/t Pb |
Ag
(g/t) |
%
Payable |
% Zn |
Deduction RMB/t Zn
price < RMB 15,000/t: |
Deduction RMB/t Zn
price > RMB 15,001/t: |
Ag (g/t) |
Payable
RMB/g Ag |
Minimum quality |
35 |
|
500 |
|
35 |
|
|
150 |
|
Payment scales |
> 50 |
2,050 |
>3,000 |
92 |
>=45 |
4,850 |
4,850 + (price – 15,000)*20% |
>=300 |
RMB0.7 |
|
45-50 |
2,150 |
2,500-
3,000 |
91 |
40-45 |
4,850+50
per % lower than 45% |
4,850 + (price – 15,000)*20% +50 per % lower than 45% |
150-300 |
RMB0.6 |
|
40-45 |
2,250 |
2,000-
2,500 |
90 |
35-40 |
5,100+100
per % lower than 40% |
5,100+ (price – 15,000)*20% +100 per % lower than 40% |
|
|
|
35-45 |
2,500 |
1,500- 2,000 |
89 |
|
|
|
|
|
|
|
|
1,000- 1,500 |
88 |
|
|
|
|
|
With
respect to lead and zinc terms, the above deductibles calculate out to 85 - 92% payable for the lead concentrate and approximately 70
- 78% for the zinc concentrate, at projected long-term prices. The QP considers these to be favourable terms relative to global smelter
industry norms. Silver payables of approximately 90% are similarly in accord with industry norms.
Prior
to the start of mining operations, silver was seen as the likely major contributor to ore value at Gaocheng. Improved zinc prices in
recent years have elevated the importance of that metal to the Gaocheng operation. Silver prices have remained at reasonable levels and,
since mid-2020, have been significantly above $20/oz. At long-term metal prices and payables assumed for the COG calculation (see Section
15 - zinc $1.08/lb and 66.3% payable, silver $18.20/oz and 65.5% payable, lead $0.94/lb and 86.2% payable), approximately 45% of estimated
total LOM revenue would be attributed to zinc, 30% to silver, and 24% to lead.
Infrastructure,
Permitting and Compliance Activities
The
filtered tailings are conveyed to the TMF area via conveyor and then spread by bulldozer on a bench- by-bench basis. The tailings deposition
method is dry stacking and filling (from bottom to top and stacking by bench to form the embankment), with concurrent rolling and compaction
to the desired dry density standards.
The
waste rock dump is located a short distance to the east of the mine portal. It is understood to have an immediate capacity of the order
of 275,000 m3 (~558 kt). Underground waste rock produced to date has largely been used for construction purposes by Silvercorp
or transported off site by local area persons, free of charge, again to be used for
construction activities. The removal of waste rock from site is
anticipated to continue for the foreseeable future. Waste rock could opportunistically be disposed of into shrinkage stope voids, but
this is not in the current mine plan.
Based
on the GC environmental assessment report, the QP understands that waste rock at the GC mine has no significant acid-generating potential.
The
construction of a cemented tailings backfill plant was completed in December 2019. The design capacity is 60 – 80 m³/hr, or
around 450 m³/day assuming seven hours operation. After surface and underground full-process backfilling tests and adjustment, the
system began operating in July 2020. In 2020, the total backfill volume delivered was 43,091 m³, and the backfill guidance for 2021
is 70,626 m³.
There
is a 110 kilovolt (kV) substation near Gaocun, about 6 km from the mining area. This is fed from the Guangdong Province electrical grid
system. Silvercorp uses this substation as the main source of power for the mine. Currently there are two overhead power lines for the
6 km route. Two 1,500 kV diesel generators are designated for emergency backup to the man-hoist, underground ventilation system, water
pumping and essential services in the plant.
A
10 kV substation within the mining area provides power service for the entire operations area. The power supply and distribution in the
process plant, mining area, administrative and living areas are configured based on needs.
Sewage
treatment and water treatment plants operate at the mine site. Any water that is not recycled and is released to the environment is treated
to comply with standing regulations.
Underground
water is discharged to surface using conventional centrifugal pumps via pipelines installed in the Ramp, Ramp Shaft, and Main Shaft.
Underground water pumped to surface is collected in ponds at the Ramp portal or Main Shaft for sediment settling prior to being pumped
to the process plant water treatment station. In 2020, a total volume of 497,659 m3 of underground water was treated, including 290,577
m3 discharged and 207,082 m3 recycled.
Mobile
equipment repairs (trucks, loaders, etc.), other equipment breakdowns and equipment major services are conducted in the mining contractor’s
surface workshop adjacent to the Ramp portal, with minor services conducted in redundant stockpile areas. Other fixed and mobile equipment
(primary pumps, surface electric locomotive, rail cars, vehicles, etc.) are serviced in Silvercorp’s surface workshop located adjacent
to the Main Shaft. This is fully equipped with overhead crane, welding, electrical, hydraulic, lathe services, etc.
The
explosives warehouse is sited in the valley to the south-east of the GC Mining Area.
A
properly constructed containment for storage of fuel is located in the vicinity of the diesel generators and fuel dispensing facilities.
There
is a mine dry facility near the portal accommodating lockers, change room, showers, and washrooms for the miners. The mine office complex
is for administration and engineering functions and to provide working space for management, supervision, geology, engineering, and other
operations support staff.
Silvercorp
operates the mine using contractors for development and production. The operation and maintenance of Silvercorp’s fixed plant is
via Silvercorp personnel. Silvercorp provides its own management, technical services, and supervision staff to manage the GC mine operation.
Silvercorp
has all the required permits for its operations on the GC Property and, in conjunction with safety and environmental certificates, these
give Silvercorp the right to carry out full mining and mineral processing operations.
An
Environmental Impact Assessment (EIA) report on the GC Project was prepared by the Guangdong Environmental Technology Centre (GETC) initially,
and then reassessment is done periodically as required by regulations. An Environmental Permit was issued by the Department of Environmental
Protection of Guangdong Province in June 2010.
There
are no cultural minority groups within the general area surrounding the project. No records of cultural heritage sites exist within or
near the GC project areas. The surrounding land is used predominantly for agriculture. The mining area does not cover any natural conservation,
ecological forests, or strict land control zones.
Silvercorp
has made a range of cash donations and contributions to local capital projects and community support programs, sponsoring university
students and undertaking projects such as village road construction, and school upgrading and construction. Silvercorp has also made
economic contributions to the local economy in the form of direct hiring and retention of local contractors, suppliers, and service providers.
A
monitoring plan has been negotiated between the company and the local environmental protection department to meet the environmental management
requirements of the project. Key components of the monitoring plan are water pollution monitoring, together with environmental air and
noise monitoring. The monitoring work is carried out by qualified persons and / or a third-party contractor and is undertaken on a regular
basis.
Capital
and Operating Costs
The
2021 Technical Report cost estimates for FY2022 are based on mining 311,271 tonnes of ore and milling the same amount. Other major operational
items assumed are waste development tunnelling at 10,200 m, exploration and development tunnelling at 10,300 m, and drilling at 58,500
m. Sustaining development tunnelling of 500 m is also assumed.
All
major infrastructure for operation of the Gaocheng mine is in place, including that for a potential production rate increase to 1,600
tons per day (tpd), although that is not currently envisaged. FY2022 non- sustaining capital for further main ramp development is assumed
at $0.4 million. FY2022 sustaining capital is assumed at $4.0 million, which equates to $12.85 per tonne of ore projected to be mined.
Mining
operating costs are categorized by direct mining (shrinkage or resuing), waste development, exploration tunnelling, drilling, and common
costs. Other estimated operating costs are for milling, general and administrative items, and government fee, Mineral Resources tax,
and other taxes. The FY2022 operating cost breakdown in the 2021 Technical Report is as follows: mining – $45.34/tonne, milling
– $14.23/tonne, G&A – $8.17/tonne, Mineral Resources tax, etc. – $4.93/tonne, for a total estimated operating cost
of $72.61/tonne.
Contractor
costs are the major component of the mining cost. The principal components of the milling costs are utilities (power and water), consumables
(grinding steel and reagents), and labour.
The
Gaocheng mine has been in commercial production for six years. From FY2021 onwards, a 13-year LOM is envisaged for the resource as currently
understood at an average annual production rate of about 310,000 tonnes. Average silver equivalent grades are projected to be of the
order of 309 g/t.
Exploration
and Development
As
per recommendations made in the GC Report, the Company plans to continue exploration tunnelling and diamond drilling at Gaocheng. The
exploration tunnelling is used to upgrade the drill-defined Resources to the Measured category, and the diamond drilling is used to expand
and upgrade the previous drill-defined Resources, explore for new mineralized zones within the unexplored portions of vein structures,
and test for extensions of the vein structures. [The preceding text in this paragraph is an update to the information provided in the
GC Report.]
Cautionary
Note to U.S. Investors Concerning Estimates of Measured Resources and Indicated Resources:
This
section uses the terms “Measured Resources” and “Indicated Resources”. We advise U.S. investors that these
terms may not be comparable to similar terms under the SEC Modernization Rules. The estimation of Measured Resources and Indicated
Resources involves greater uncertainty as to their existence and economic feasibility than the estimation of Proven and Probable
Mineral Reserves. U.S. investors are cautioned not to assume that mineral resources in these categories will be converted into reserves.
See “Cautionary Note to U.S. Investors Concerning Preparation of Mineral Resource and Mineral Reserve Estimates”.
Cautionary
Note to U.S. Investors Concerning Estimates of Inferred Resources
This
section uses the terms “Inferred Resources”. We advise U.S. investors that this term may not be comparable to similar
terms under the SEC Modernization Rules. The estimation of inferred resources involves far greater uncertainty as to their existence
and economic viability than the estimation of other categories of resources. U.S. investors are cautioned not to assume that estimates
of Inferred Mineral Resources exist, are economically minable, or will be upgraded into Measured Resources or Indicated Mineral Resources.
See “Cautionary Note to U.S. Investors Concerning Preparation of Mineral Resource and Mineral Reserve Estimates”. |
| ITEM
6 | DIVIDENDS
AND DISTRIBUTIONS |
The
Company declared its first annual dividend of CAD$0.05 per share in calendar year 2007 (fiscal year 2008) and has declared and paid dividends
as set out in the table below.
Fiscal
Year ended March 31, |
Dividends
Declared per share |
Total
Dividends Paid per share |
2018 |
$0.020 |
$0.020 |
2019 |
$0.025 |
$0.025 |
2020 |
$0.025 |
$0.025 |
2021 |
$0.025 |
$0.025 |
2022 |
$0.025 |
$0.025 |
2023 |
$0.025 |
$0.025 |
Since
Fiscal 2019, the Company has been paying semi-annual dividend of $0.0125 per share ($0.025 per share on an annual basis).
The
declaration and payment of future dividends, if any, is at the discretion of the Board and will be based on a number of relevant factors
including commodity prices, market conditions, financial results, cash flows from operations, and expected cash requirements.
| ITEM
7 | DESCRIPTION
OF CAPITAL STRUCTURE |
General
Description of Capital Structure
The
Company has an authorized capital of an unlimited number of Common Shares without par value, of which 176,945,688 Common Shares were
issued and outstanding as of date of this AIF. A further 1,431,668 Common Shares have been reserved for issuance upon the
due and proper exercise of certain incentive options (“Options”) and 3,008,247 restricted share units
(“RSUs”) outstanding as of the date of this AIF.
The
following is a summary of the principal attributes of the Common Shares:
Voting
Rights. The holders of the Common Shares are entitled to receive notice of, attend and vote at any meeting of the shareholders of the
Company. The Common Shares carry one vote per share. There are no cumulative voting rights, and directors do not stand for re-election
at staggered intervals.
Dividends.
The holders of Common Shares are entitled to receive on a pro rata basis such dividends as may be declared by the Board out of available
funds. There are no indentures or agreements limiting the payment of dividends.
Rights
on Dissolution. In the event of the liquidation, dissolution or winding up of the Company, the holders of the Common Shares will be entitled
to receive on a pro rata basis all of the assets of the Company remaining after payment of all of the Company’s liabilities.
Pre-Emptive,
Conversion and Other Rights. No pre-emptive, redemption, sinking fund or conversion rights are attached to the Common Shares, and the
Common Shares, when fully paid, will not be liable to further call or assessment. There are no provisions discriminating against any
existing or prospective holder of Common Shares as a result of such shareholder owning a substantial number of Common Shares.
The
rights of holders of Common Shares may only be changed by a special resolution of holders of 66⅔% of the issued and outstanding
Common Shares, in accordance with the requirements of the Business Corporations Act (British Columbia).
Under
the Company’s amended and restated share-based compensation plan (the “Omnibus Plan”), the maximum number of shares
issuable under the Omnibus Plan shall not in the aggregate exceed 10% of the issued and outstanding Common Shares, from time to time.
As of the date of this AIF, the Company has stock options outstanding to purchase 1,431,668 Common Shares at exercise prices ranging from CAD$3.93
to CAD$9.45 per share and with terms of between three and five years, with the last options expiring on February 23, 2028; and 3,008,247
RSUs outstanding.
| ITEM
8 | MARKET
FOR SECURITIES |
The
Common Shares were initially listed for trading on the TSX-V under the symbol “SVM”. The Common Shares commenced trading
on the TSX under the same symbol and delisted from the TSX-V on October 24, 2005. The Common Shares began trading on the NYSE Amex Equities
(now known as the “NYSE American”) under the symbol “SVM” on February 17, 2009, and trading moved to the NYSE
under the symbol of “SVM” on November 5, 2009. The Company voluntarily delisted its Common Shares from the NYSE in September
2015. The Common Shares commenced trading on the NYSE American on May 15, 2017.
The
following table sets forth the high, low and month-end closing prices and volume of the Common Shares traded on the TSX for the periods
indicated (stated in Canadian dollars):
Date |
High |
Low |
Close |
Volume |
March
2023 |
5.34 |
4.05 |
5.14 |
7,905,884 |
February
2023 |
4.84 |
3.94 |
4.20 |
5,019,798 |
January
2023 |
4.72 |
4.07 |
4.63 |
5,392,341 |
December
2022 |
4.25 |
3.73 |
3.98 |
8,286,758 |
November
2022 |
3.91 |
3.16 |
3.76 |
4,973,963 |
October
2022 |
3.84 |
3.12 |
3.32 |
5,737,836 |
September
2022 |
3.27 |
2.74 |
3.23 |
9,685,187 |
August
2022 |
3.59 |
2.95 |
2.99 |
4,583,767 |
July
2022 |
3.42 |
2.90 |
3.40 |
4,786,867 |
June
2022 |
3.83 |
3.19 |
3.19 |
5,561,632 |
May
2022 |
4.03 |
3.22 |
3.47 |
6,719,467 |
April
2022 |
5.01 |
3.80 |
3.88 |
7,203,634 |
The
following table sets forth the high, low and month-end closing prices and volume of the Common Shares traded on the NYSE American for
the periods indicated (stated in United States dollars):
Date |
High |
Low |
Close |
Volume |
March 2023 |
3.96 |
2.93 |
3.82 |
34,932,504 |
February 2023 |
3.64 |
2.88 |
3.07 |
18,664,274 |
January 2023 |
3.54 |
2.96 |
3.46 |
25,442,370 |
December 2022 |
3.27 |
2.73 |
2.96 |
28,547,209 |
November 2022 |
2.91 |
2.28 |
2.80 |
26,473,142 |
October 2022 |
2.79 |
2.24 |
2.46 |
31,704,511 |
September 2022 |
2.50 |
1.99 |
2.33 |
55,509,070 |
August 2022 |
2.82 |
2.25 |
2.26 |
24,598,544 |
July 2022 |
2.67 |
2.21 |
2.64 |
22,551,901 |
June 2022 |
3.05 |
2.48 |
2.48 |
23,914,042 |
May 2022 |
3.17 |
2.46 |
2.72 |
29,722,985 |
April 2022 |
3.98 |
2.96 |
3.02 |
22,690,404 |
| ITEM
9 | ESCROWED
SECURITIES |
The
Company has no securities currently held in escrow.
ITEM 10 | DIRECTORS
AND OFFICERS |
Name,
Occupation and Security Holding
The
following table sets out the names of the directors and officers of the Company, the current position and office held, each person’s
principal occupation, business or employment during the last five years, the period of time during which each has been a director or
officer of the Company and the number of Common Shares beneficially owned by each, directly and indirectly, or over which each exercised
control or direction as at May 24, 2023.
Name and
Municipality of
Residence(1) |
Current Positions and Offices Held |
Principal Occupations During the Last Five Years(1) |
Date of
Appointment
as a Director
or Officer |
Common Shares
Beneficially
Owned(1)
(Percentage of
Outstanding
Shares) |
Dr.
Rui Feng(2)
Beijing, China |
Chairman,
Chief Executive Officer, and Director |
Chairman and CEO of Silvercorp from September 2003 to present. CEO of New Pacific Metals Corp. from May 2010 to April 2020, and from January 2022 to present, and Director of New Pacific Metals Corp. since May 2004. Director of Tincorp Metals Inc. |
September 4, 2003 |
5,863,000
(3.32%) |
David
Kong
(3)(4)(5)(6)
Richmond, BC,
Canada |
Director |
Partner at Ernst & Young LLP from 2005 to 2010. Director of Uranium Energy Corp. and Gold Mining Inc. |
November 24, 2011 |
220,167
(0.12%) |
S.
Paul Simpson
(4)(5)(7)
Vancouver, BC,
Canada |
Director |
Lead Independent Director of Silvercorp, Corporate Securities Lawyer holding a Certificate in Mining Law from Osgoode Hall Law School at Armstrong Simpson, Barristers & Solicitors. |
June 24, 2003 |
1,135,151
(0.64%) |
Yikang Liu(5)(8)
Beijing, China |
Director |
Former Deputy Secretary General of China Mining Association. |
July 24, 2006 |
95,167
(0.05%) |
Marina
Katusa(3)(4)(9)
Vancouver, BC,
Canada |
Director |
President/CEO of Canita Consulting Corporation 2010 to present. Director of Osisko Development Corp. since May 2021. Member of the Board of Directors of Family Services of Greater Vancouver from 2016 to 2020. Director Corporate Development and Strategy, GCT Global Container Terminals Inc. from 2013 to 2017. Vice President Corporate Development, Exeter Resource Corporation from 2012 to 2013. |
September 29, 2017 |
136,333
(0.08%) |
Ken
Robertson(3)
Vancouver, BC,
Canada |
Director |
Partner and Global Mining & Metals Group Leader with Ernst & Young LLP. Director of Mountain Province Diamonds Inc. and Gold Royalty Corporation. |
|
Nil
(0%) |
Derek Liu(10)
Burnaby, BC
Canada |
Chief Financial Officer |
Chief Financial Officer of Silvercorp since 2015. Director of Volcanic Gold Mines Inc. since December 2022 |
February 6, 2015 |
155,844
(0.09%) |
Lon Shaver(11)
Surrey, BC,
Canada |
Vice President |
Vice President of Silvercorp since October 2018. Senior Vice President (from 2011 to 2016) and Vice President (from 2005 to 2011), Investment Banking, Equity Capital Markets at Raymond James. Director of Omai Gold Mines Corp. since November 2020. |
October 1, 2018 |
141,083
(0.08%) |
Total:(12) |
|
|
|
7,746,745
(4.38%) |
Notes:
| 1. | The
information as to municipality of residence and principal occupation of each nominee has
been individually furnished by the respective director or officer. The number of Common Shares
and New Infini Shares beneficially owned directly or indirectly, or over which control or
direction is exercised, is based upon information furnished to the Company by each director
or officer, as applicable, as at the date hereof. |
| 2. | Dr.
Rui Feng is a director of New Infini and holds 3,672,020 common shares of New Infini (“New
Infini Shares”), representing 8.05% of the issued and outstanding New Infini Shares. |
| 3. | Member
of Audit Committee. |
| 4. | Member
of Corporate Governance Committee. |
| 5. | Member
of Compensation Committee. |
| 6. | David
Kong holds 198,002 New Infini Shares, representing 0.43% of the issued and outstanding New
Infini Shares. |
| 7. | S.
Paul Simpson is director of New Infini and holds 154,002 New Infini Shares, representing
0.34% of the issued and outstanding New Infini Shares. |
| 8. | Yikang
Liu holds 88,001 New Infini Shares, representing 0.19% of the issued and outstanding New
Infini Shares. |
| 9. | Marina
Katusa holds 118,802 New Infini Shares, representing 0.26%% of the issued and outstanding
New Infini Shares. |
| 10. | Derek
Liu holds 132,002 New Infini Shares, representing 0.29% of the issued and outstanding New
Infini Shares. |
| 11. | Lon
Shaver holds 118,801 New Infini Shares, representing 0.26% of the issued and outstanding
New Infini Shares. Mr. Shaver resigned as a director of New Infini on December 31, 2020. |
| 12. | Together,
the directors and officers of the Company hold an aggregate of 4,591,631 New Infini Shares,
representing 10.07% of the issued and outstanding New Infini Shares. |
The
current term of office for each of the directors expires at the next annual general meeting of shareholders.
All
of the directors and officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control over 7,746,745
Common Shares representing approximately 4.4% of Common Shares issued and outstanding as of the date of this AIF.
Cease
Trade Orders, Bankruptcies, Penalties or Sanctions
As
of the date of this AIF and within the 10 years before the date of this AIF, no director or executive officer of the Company, is or has
been a director, chief executive officer or chief financial officer of any company (including the Company), that:
| (a) | while
that person was acting in that capacity, was subject to a cease trade order or similar order
or an order that denied the relevant company access to any exemption under securities legislation,
for a period of more than 30 consecutive days; or |
| (b) | was
subject to a cease trade order or similar order or an order that denied the relevant company
access to any exemption under securities legislation, for a period of more than 30 consecutive
days, that was issued after that person ceased to be a director, chief executive officer,
or chief financial officer and which resulted from an event that occurred while that person
was acting as a director, chief executive officer or chief financial officer of the company. |
As
of the date of this AIF and within the 10 years before the date of this AIF, no director or executive officer of the Company nor any
shareholder holding sufficient number of securities of the Company to materially affect control of the Company, is or has been a director
or executive officer of any company (including the Company), that:
| (a) | while
that person was acting in that capacity, or within a year of that person ceasing to act in
that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency or was subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
or |
| (b) | has
within 10 years before the date of this AIF, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold the assets of the director, officers or shareholders. |
No
director or executive officer of the Company or any shareholder holding a sufficient number of securities of the Company to affect materially
the control of the Company, has, within the 10 years prior to the date of this AIF, been subject to:
| (a) | any
penalties or sanctions imposed by a court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement with a securities regulatory
authority; or |
| (b) | any
other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable investor in making an investment decision. |
Conflicts
of Interest
Certain
directors and officers of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the
business of acquiring and exploiting natural resources properties. These associations to other companies in the resource sector may give
rise to conflicts of interest from time to time.
Under
the laws of the Province of British Columbia, the directors and officers of the Company are required by law to act honestly and in good
faith with a view to the best interests of the Company. In the event that such a conflict of interest arises at a meeting of the Board,
a director who has such a conflict will disclose such interest in a contract or transaction and will abstain from voting on any resolution
in respect of such contract or transaction. See also “Item 4.4 Risk Factors” and “Item 14 Interest of Management and
Others in Material Transactions”.
Audit
Committee Charter
A
copy of the Charter of the Audit Committee is attached hereto as Schedule “A”. A description of the responsibilities, powers
and operation of the committee can be found therein.
The
Audit Committee, among other things, reviews the annual financial statements of the Company for recommendation to the Board, reviews
and approves the quarterly financial statements, oversees the annual audit process, the Company's internal accounting controls and the
resolution of issues identified by the Company's auditors, and recommends to the Board the firm of independent auditors to be nominated
for appointment by the shareholders at the next annual general meeting. In addition, the Audit Committee meets annually with the Company's
auditors both with and without the presence of any members of the Company's management.
Composition
of the Audit Committee
The
current members of the Audit Committee are David Kong, Marina Katusa, and Ken Robertson, all of whom are considered independent and financially
literate, pursuant to National Instrument 52-110 Audit Committees (“NI 52-110”). The Audit Committee will be re-constituted
after the 2022 annual general meeting of shareholders.
Relevant
Education and Experience
David
Kong, Director
Mr.
Kong holds a bachelor’s in business administration and earned his Chartered Accountant (CPA, CA) designation in British Columbia
in 1978. From 1981 to 2004, he was partner of Ellis Foster Chartered Accountants and from 2005 to 2010, a partner at Ernst & Young
LLP. Currently, Mr. Kong is a director of Uranium Energy Corp. and Gold Mining Inc. Mr. Kong holds an ICD.D designation from the Institute
of Corporate Directors.
Marina
Katusa, Director
Ms.
Katusa has over 15 years of business experience in areas including mineral exploration, research analysis, strategic planning, and corporate
development. She earned a Master of Business Administration (MBA) degree and a Bachelor of Science (BSc) degree in Geology/Earth &
Ocean Science from the University of British Columbia. She is currently a member of the board of directors of Osisko Development Corp.
and was previously on the board of Family Services of Greater Vancouver.
Ken
Robertson
Mr.
Robertson holds a Bachelor of Commerce degree from McMaster University and is a Chartered Professional Accountant with over 35 years
of public accounting experience in Canada and England. He was a partner and the global mining & metals group leader with EY, where
he developed extensive experience in initial public offerings, financings, governance, and securities regulatory compliance. Currently,
Mr. Robertson is a director of Mountain Province Diamonds Inc. and Gold Royalty Corporation. Mr. Robertson holds an ICD.D designation
from the Institute of Corporate Directors.
Reliance
on Certain Exemptions
At
no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption
in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6 or 3.8 of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part
8 of NI 52-110.
Audit
Committee Oversight
During
the last year, all recommendations of the Audit Committee to nominate or compensate an external auditor were adopted by the Board.
Pre-Approval
Policies and Procedures
The
Audit Committee has adopted a specific policy and procedure for the engagement of non-audit services as described in Section IV of the
Audit Committee Charter. The Audit Committee must pre- approve all non-audit services to be provided to the Company or its subsidiary
entities by the Company’s external auditor.
External
Auditor Services Fees
The
Company’s independent registered public accounting firm for the years ended March 31, 2023 and 2022 was Deloitte LLP. The Audit
Committee has reviewed the nature and amount of the services provided by the principal accountants to ensure auditor independence. Fees
(stated in Canadian dollars) paid or billed for audit and other services provided by Deloitte LLP in the last two fiscal years are outlined
below:
Nature
of Services |
Year
Ended March 31, 2023 |
Year
Ended March 31, 2022 |
Audit
Fees(1) |
$1,135,000 |
$1,095,000 |
Audit-Related
Fees (2) |
Nil |
Nil |
Tax
Fees (3) |
Nil |
Nil |
All
Other Fees (4) |
Nil |
Nil |
Total |
$1,135,000 |
$1,095,000 |
Notes:
| 1. | “Audit
Fees” include the aggregate fees billed for professional services of the principal
accountant for the audit of the Company’s annual financial statements and the audit
of the Company's internal control over financial reporting for Fiscal 2023 and Fiscal 2022,
or review services that are normally provided by the principal accountant in connection with
interim filings or engagements for those fiscal years. For the year ended March 31, 2023
and 2022, fees of $148,000 and $148,000, respectively, related to the review of interim filings
have been included as part of “Audit Fees”. |
| 2. | “Audit-Related
Fees” include the aggregate fees billed for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review of the Company’s
financial statements and are not reported under above note (1). |
| 3. | “Tax
Fees” include the aggregate fees billed for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. |
| 4. | “All
Other Fees” include the aggregate fees billed for products and services provided by
the principal accountant, other than the services reported in the above items. |
No
person or company has been a promoter of the Company or a subsidiary of the Company within the two most recently completed financial
years or during the current financial year.
ITEM
13 | LEGAL
PROCEEDINGS AND REGULATORY ACTIONS |
The
Company is not aware of any other actual or pending material legal proceedings or any regulatory actions to which the Company is or was
a party to, or is likely to be a party to, or of which any of its business or property is or was the subject of during Fiscal 2023.
ITEM
14 | INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
No
director or executive officer, person or company that beneficially owns and controls or directs, directly or indirectly, more than 10%
of the Common Shares, or any associate or affiliate of such person, company or director or executive officer, have had any material interest,
direct or indirect, in any material transaction of Silvercorp within the Company’s three most recently completed financial years
or during the current financial year, which has materially affected or is reasonably expected to materially affect Silvercorp.
ITEM
15 | TRANSFER
AGENTS AND REGISTRARS |
The
Company’s transfer agent and registrar is Computershare Investor Services Inc. of 510 Burrard Street, 3rd Floor, Vancouver, British
Columbia, Canada V6C 3B9.
ITEM
16 | MATERIAL
CONTRACTS |
There
are no contracts other than those entered into in the ordinary course of the Company’s business that are material to the Company
and which were entered into in the most recently completed financial year ended March 31, 2023, or before the most recently completed
financial year but are still in effect as of the date of this AIF.
ITEM
17 | INTERESTS
OF EXPERTS |
Names
of Experts
Ying
2022 Technical Report
AMC
was commissioned by the Company to prepare the Ying Report titled “NI 43-101 Technical Report Update on the Ying Ag-Pb-Zn Property
in Henan Province, People’s Republic of China” effective date September 20, 2022 and signed on November 3, 2022.
The
authors of the Ying 2022 Technical Report are as follows:
Qualified Persons responsible for the preparation of this Technical Report |
Qualified Person |
Position |
Employer |
Independent
of Silvercorp? |
Date of last site visit |
Professional
designation |
Sections of
report1 |
Mr H.A. Smith |
Senior Principal Mining Engineer |
AMC Mining Consultants (Canada) Ltd. |
Yes |
13-16 July
2016 |
P.Eng. (BC), P.Eng.
(ON), P.Eng. (AB), P.Eng. (NT) |
2-6, 15, 16, 21,22, 24 and
parts of 1, 12, 18,
19, 25, 26 and 27 |
Dr G.
Vartell (formerly known as Dr A.A.
Ross) |
Geology Manager / Principal Geologist |
AMC Mining Consultants (Canada) Ltd. |
Yes |
13-20 July
2016 |
P.Geo. (BC),
P.Geol. (AB) |
7-10, 23,
and parts of 1, 12, 14, 25, 26, and 27 |
Mr R.
Webster |
Principal Geologist |
AMC Consultants Pty Ltd. |
Yes |
None |
MAIG |
Parts of 1, 14,
25, 26 and 27 |
Mr S.
Robinson |
Senior Geologist |
AMC Mining Consultants (Canada) Ltd. |
Yes |
None |
P.Geo. (BC) |
11, parts of 1, 12
14, 25, 26 and 27 |
Mr R.
Chesher |
General Manager / Senior Principal Metallurgist |
AMC Consultants Pty Ltd. |
Yes |
None |
FAusIMM(CP) |
13, 17, parts of
1, 19, 25, 26 and
27 |
Mr A. Riles |
Director and Principal Consultant |
Riles Integrated Resource Management Pty Ltd. |
Yes |
16-19 February 2012 |
MAIG |
Parts of 1, 18,
25, and 26 |
Mr Guoliang Ma |
Manager Exploration and Resource |
Silvercorp Metals Inc. |
No |
15 October to 4 November 2021 |
P.Geo. (BC), |
20 and parts of 1, 12, 25, 26, and 27 |
GC
Report
AMC
was commissioned by Silvercorp Metals Inc. (Silvercorp) to prepare the GC Report titled “NI 43-101 Technical Report Update on the
Gaocheng Ag-Zn-Pb Project in Guangdong Province, People’s Republic of China”, effective March 31, 2021, on the GC Property,
located in Gaocun Township, Yun’an County, Guangdong Province, China. The authors of the GC Report are as follows:
Qualified
Persons responsible for the preparation of this Technical Report |
Qualified
Person |
Position |
Employer |
Independent
of Silvercorp? |
Date
of last site visit |
Professional
designation |
Sections
of Report |
Ms
D.
Nussipakynova |
Principal
Geologist |
AMC
Mining Consultants (Canada) Ltd. |
Yes |
January
2018 |
P.Geo.
(BC) |
12,
14, part of 1, 25, and 26 |
Mr
H. A. Smith |
Senior
Principal Mining Engineer |
AMC
Mining Consultants (Canada) Ltd. |
Yes |
January
2018 |
P.Eng.
(BC, ON, AB, NT) |
2
to 6, 15, 16, 19, 21 to 24, 27, Part of 1, 18, 25,
and 26 |
Mr
A. Riles |
Director
and Principal Consultant |
Riles
Integrated Resources Management Pty Ltd. |
Yes |
May
2011 |
MAIG |
13,
17, Part of 1, 18, 25, and 26 |
Dr
G. Vartell (formerly known as Dr A. A. Ross) |
Geology
Manager/ Principal Geologist |
AMC
Mining Consultants (Canada) Ltd. |
Yes |
No
visit |
P.Geo.
(BC), P.Geol. (AB) |
7
to 10, Part of 1, 25, and 26 |
Mr
S. Robinson |
Principal
Geologist |
AMC
Mining Consultants (Canada) Ltd. |
Yes |
No
visit |
P.Geo.
(BC), MAIG |
11,
Part of 1, 25, and 26 |
Mr
G. Ma |
Manager
Exploration and Resources |
Silvercorp
Metals Inc. |
No |
May
2021 |
P.Geo.
(ON) |
20,
Part of 1, 25, and 26 |
Interests
of Experts
None
of the independent consulting geologists and independent “Qualified Persons” named in “Item 17 Names of Experts”,
when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect,
in any securities or other property of the Company or of one of the Company’s associates or affiliates or is or is expected to
be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company except
as disclosed below. This information has been provided to the Company by the individual experts.
The
Qualified Persons who were responsible for the preparation of the Ying Report and GC Report beneficially owned, directly or indirectly,
less than 1% of the Common Shares. The Company confirms that its personnel named herein are non-independent Qualified Persons.
Auditor
Deloitte
LLP is the independent registered public accounting firm of the Company and is independent with respect to the Company within the meaning
of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the United
States Securities Act of 1933, as amended and the applicable rules and regulations thereunder adopted by the Securities and Exchange
Commission and the Public Company Accounting Oversight Board (United States).
ITEM
18 | ADDITIONAL
INFORMATION |
Additional
information on the Company can be found on the Company’s website at www.silvercorp.ca or on SEDAR at www.sedar.com. Additional
information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities
and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Company’s information
circular for its most recent annual meeting of shareholders that involved the election of directors. Additional information is provided
in the Company’s most recent financial statements and the management’s discussion and analysis for its most recently completed
financial year.
SCHEDULE
“A”
SILVERCORP
METALS INC.
(the
“Company”)
AUDIT
COMMITTEE CHARTER
(Adopted
by the Board on May 24, 2023)
The
main objective of the Audit Committee is to be responsible for the relationship between the Company and any external auditor or registered
public accounting firm (“external auditor”) of the Company, and to assist the Board in fulfilling its oversight responsibilities
with respect to (a) the financial statements and other financial information provided by the Company to its shareholders, the public
and others, (b) the Company’s compliance with legal and regulatory requirements, and (c) the Company’s risk management and
internal financial and accounting controls, and management information systems.
Although
the Committee has the powers and responsibilities set forth in this Charter, the role of the Committee is one of oversight and shall
not relieve the Company’s management of its responsibilities for preparing financial statements which accurately and fairly present
the Company’s financial results and conditions or the responsibilities of the external auditors relating to the audit or review
of financial statements.
The
Committee shall consist of three or more directors, each of whom shall be “independent” as defined in accordance with National
Instrument 52-110, U.S. securities laws and regulations and applicable stock exchange rules; provided, however, that one or more members
of the Committee may be non-independent if permitted by all applicable regulations.
The
members of the Committee and the Chair of the Committee shall be selected annually by the Board and serve at the pleasure of the Board.
Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee as soon
as such member ceases to be a director.
Each
member of the Audit Committee shall be “financially literate” as defined under National Instrument 52-110, be able to read
and understand fundamental financial statements and satisfy all applicable financial literacy requirements of all applicable regulations.
Additionally, at least one member of the Committee shall: be financially sophisticated, in that he or she shall have past employment
experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background
which results in the individual’s financial sophistication, which may include being or having been a chief executive officer, chief
financial officer, or other senior officer with financial oversight responsibilities; and be an “audit committee financial expert”
within the meaning of U.S. federal securities laws. None of the members of the Committee may have participated in the preparation of
the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.
A
majority of the members of the Committee shall constitute a quorum. A majority of the members of the Committee shall be empowered to
act on behalf of the Committee. Matters decided by the Committee shall be decided by majority votes.
The
Committee may form and delegate authority to subcommittees when appropriate.
The
Committee shall meet as frequently as circumstances require, but not less frequently than four times per year. The Committee shall meet
at least quarterly.
The
Committee may invite, from time to time, such persons as it may see fit to attend its meetings and to take part in discussion and consideration
of the affairs of the Committee.
The
Company’s accounting and financial officer(s) and the Auditors shall attend any meeting when requested to do so by the Chair of
the Committee.
The
Committee may also act by unanimous written consent of all members which shall constitute a meeting for the purposes of his charter of
the Committee.
| 1. | The
Committee shall be directly responsible, subject to any authority reserved by law to the
Company’s shareholders, for the appointment, compensation, retention, and oversight
of any external auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or other services for the Company, in accordance with applicable
securities laws (including resolution of any disagreements between management and the external
auditor), and the external auditor shall report directly to the Committee. |
| 2. | The
Committee shall be directly responsible for overseeing the work of the external auditor engaged
for the purpose of preparing or issuing an auditor’s report or performing other audit,
review or attest services for the Company, including the resolution of disagreements between
management and the external auditor regarding financial reporting; obtaining from the external
auditors a formal written statement delineating all relationships between the external auditors
and the Company, consistent with the Public Company Accounting Oversight Board Rule 3526;
and actively engaging in a dialogue with the external auditors with respect to any disclosed
relationships or services that impact the objectivity and independence of the external auditor. |
| 3. | The
Committee must pre-approve all non-audit services to be provided to the Company or its subsidiary
entities by the Company’s external auditor. |
| 4. | The
Committee must review the Company’s financial statements, MD&A and annual and interim
earnings press releases before the Company publicly discloses this information. |
| 5. | The
Committee must be satisfied that adequate procedures are in place for the review of the Company’s
public disclosure of financial information extracted or derived from the Company’s
financial statements, other than the public disclosure referred to in subsection (4), and
must periodically assess the adequacy of those procedures. |
| 6. | The
Committee is responsible for overseeing the Company’s Whistleblower Policy and the
establishment of procedures for: |
| (a) | the
receipt, retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters; and |
| (b) | the
confidential, anonymous submission by employees of the Company of concerns regarding questionable
accounting or auditing matters. |
| 7. | Review
and monitor all related party transactions which may be entered into by the Company. |
| 8. | The
Committee must review and approve the Company’s hiring policies regarding partners,
employees and former partners and employees of the present and former external auditor of
the issuer. |
| 9. | The
Committee is responsible for annually reviewing the adequacy of its charter and recommending
any changes thereto to the Board. |
The
Committee shall have the following authority to:
| (a) | engage
independent counsel and other advisors as it determines necessary to carry out its duties, |
| (b) | set
and pay the compensation for the independent counsel and any advisors employed by the Committee,
and |
| (c) | communicate
directly with the internal and external auditors. |
The
Company shall provide for appropriate funding, as determined by the Committee, for payment of:
| (a) | compensation
to any registered public accounting firm engaged for the purpose of preparing or issuing
an audit report or performing other audit, review or attest services for the Company; |
| (b) | compensation
to any advisers employed by the Committee; and |
| (c) | ordinary
administrative expenses of the Committee that are necessary or appropriate in carrying out
its duties. |