Silvercorp Metals Inc 6-K, filed Aug 19, 2025

Silvercorp Metals Inc (SVM)

6-K 2025-08-19 For: 2025-09-26

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Added on April 11, 2026

About this 6-K

Silvercorp Metals Inc filed this 6-K on August 19, 2025.

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Dated: August 19, 2025	SILVERCORP METALS INC.
	/s/ Jonathan Hoyles
	Jonathan Hoyles
	General Counsel and Corporate Secretary


99.1	Notice of Meeting

99.2	Management Information Circular

99.3	Form of Proxy

99.4	Financial Statements Request Form

	1.	to receive and consider the audited annual consolidated financial statements of the Company for the year ended March 31, 2025, together with the auditor’s report thereon;

	2.	to set the number of directors at six (6);

	3.	to elect directors of the Company for the ensuing year;

	4.	to re-appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditor of the Company for the ensuing year, and to authorize the directors to fix their remuneration; and

	5.	to consider, and if deemed appropriate, to pass with or without variation, an ordinary resolution re-approving the Company’s share-based compensation plan (the “Omnibus Plan”), and all unallocated Awards thereunder, approved by the Company’s board of directors on August 5, 2025, as more particularly described in the accompanying management information circular; and

	6.	to transact such other business as may properly be brought before the Meeting, or at any adjournment(s) thereof.


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When:	September 26, 2025	Where:	1750 - 1066 West Hastings Street,
	9:00 am (Pacific Time)		Vancouver, British Columbia V6E 3X1


For Holders with a 15 digit Control Number:	For Holders with a 16 digit Control Number:

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy.	To obtain paper copies of the materials before or after the meeting date, please contact (604) 669-9397.

To obtain paper copies of the materials after the meeting date, please contact (604) 669-9397.

1.	Number of Directors - Number of Directors

2.	Election of Directors - Election of Directors

3.	Appointment of Auditors - Appointment of Auditors

4.	Re-approval of Omnibus Plan - Re-approval of Omnibus Plan

	BY ORDER OF THE BOARD OF DIRECTORS

	“Rui Feng”

	Dr. Rui Feng
	Chairman, CEO and Director
	Silvercorp Metals Inc.

Solicitation of Proxies	5
Notice and Access	5
PROXY Instructions	6
REVOCATION OF PROXIES	6
How to Vote	7
Voting of Shares and Exercise of Discretion by Proxyholders	8
Interest of Certain Persons in Matters to be Acted Upon	8
Record Date, Voting Shares, and Principal Shareholders	8
PARTICULARS OF MATTERS TO BE ACTED UPON	9
RECEIVING THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS	9
NUMBER OF DIRECTORS	9
ELECTION OF DIRECTORS	9
APPOINTMENT OF AUDITOR	16
RE-APPROVAL OF OMNIBUS PLAN	17
Corporate Governance	18
Corporate Governance AND NOMINATING Committee	19
Compensation Committee	19
Audit Committee	20
SUSTAINABILITY Committee	20
Executive Compensation	20
COMPENSATION OF DIRECTORS	30
Equity Compensation Plans	32
NORMAL COURSE ISSUER BID	36
Indebtedness of Directors, Executive Officers, and Senior Officers	36
Management Contracts	36
Interest of Informed Persons in Material Transactions	37
Auditor	37
Additional Information	37
Board Approval	38

SCHEDULE “1”	BOARD OF DIRECTORS CHARTER	39
SCHEDULE “2”	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER	41
SCHEDULE “3”	COMPENSATION COMMITTEE CHARTER	43
EXHIBIT “A”	CORPORATE GOVERNANCE DISCLOSURE	46
EXHIBIT “B”	SHARE-BASED COMPENSATION PLAN	52

Equity Ownership
				Number of Common Shares	Number of Restricted Share Units	Number of Options
August 5, 2025				6,596,000	1,177,500	410,000
August 12, 2024				6,243,000	1,398,000	445,000
August 11, 2023				5,863,000	1,483,000	370,000

Director Election – Voting Results				Areas of Expertise
Year	For		Withheld	Strategic Leadership; Evaluation and Acquisition of new projects, Mine Production, Operation and Planning; Geological Exploration; CSR Management and Human Resource Management.
2024	92.97%		7.03%
2023	94.78%		5.22%
2022	96.08%		3.92%

Board and Committee Membership and Attendance in Fiscal 2025				Other Public Directorships
Board (Chair) Sustainability committee		8 of 8 1 of 1		Tincorp Metals Inc.

	Paul Simpson Mr. Paul Simpson is a Vancouver based corporate securities and mining lawyer with the firm Armstrong Simpson. Mr. Simpson also holds a Certificate in Mining Law from Osgoode Hall Law School. Mr. Simpson has over 30 years of experience, predominantly advising public companies with international natural resource property holdings.
Residence: Vancouver, BC, Canada Age: 68 Director since: June 2003 Independent: Yes Principal Occupation: Securities Lawyer
Equity Ownership
	Number of Common Shares	Number of Restricted Share Units	Number of Options
August 5, 2025	1,194,718	65,666	70,000
August 12, 2024	1,151,485	66,999	74,000
August 11, 2023	1,135,151	58,333	48,000

				Marina A. Katusa Ms. Katusa has over 17 years of business experience in areas including mineral exploration, research analysis, strategic planning and corporate development. Ms. Katusa earned a Master of Business Administration (MBA) degree, and a Bachelor of Science (B.Sc) degree in Geology/Earth & Ocean Science from the University of British Columbia. She has been the President and CEO of Canita Consulting Corporation since 2010. She is a member of the Board of Directors of Mercy Ships Canada. She was a member of the Board of Directors of Osisko Development Corp from 2021 to 2024, and member of the Board of Directors of Family Services of Greater Vancouver from 2016 to 2020, Director of Corporate Development and Strategy at GCT Global Container Terminals Inc from 2013 to 2017, and the Vice President of Exeter Resource Corporation from 2012 to 2013.
Residence: Vancouver, BC, Canada Age: 41 Director since: September, 2017 Independent: Yes Principal Occupation: President/CEO of Canita Consulting Corporation
Equity Ownership
				Number of Common Shares	Number of Restricted Share Units	Number of Options
August 5, 2025				190,667	57,333	70,000
August 12, 2024				165,166	57,834	74,000
August 11, 2023				139,666	58,334	48,000

Director Election – Voting Results				Areas of Expertise
Year	For		Withheld	Strategic Planning; Corporate Development; International Business; Corporate Finance; Mining Industry and Geology; Sustainability/Risk Management; ESG; Public Company Boards; Corporate Governance.
2024	98.01%		1.99%
2023	96.77%		3.23%
2022	95.20%		4.80%

Board and Committee Membership and Attendance in Fiscal 2025				Other Public Directorships
Board Audit committee Governance committee Sustainability committee (Chair)		8 of 8 2 of 2 1 of 1 1 of 1		N/A

				Ken Robertson Mr. Robertson was a partner, and Global Mining & Metals Group Leader with Ernst & Young LLP ("EY"). During his career at EY in Canada and the United Kingdom, Mr. Robertson developed extensive experience in initial public offerings, financings, governance and securities regulatory compliance. Mr. Robertson is a Chartered Professional Accountant. Mr. Robertson has over 35 years of public accounting experience in Canada and England. Mr. Robertson holds a Bachelor of Commerce degree from McMaster University and the ICD.D designation from the Institute of Corporate Directors.
Residence: Vancouver, BC, Canada Age: 70 Director since: September 2023 Independent: Yes Principal Occupation: Corporate Director
Equity Ownership
				Number of Common Shares	Number of Restricted Share Units	Number of Options
August 5, 2025				35,000	55,000	50,000
August 12, 2024				9,167	55,833	36,000
August 11, 2023				N/A	40,000	10,000

Director Election – Voting Results				Areas of Expertise
Year	For		Withheld	Strategic Planning; Mining Industry; Merger and Acquisition, Corporate Finance; Accounting and Auditing; Risk Management; Public Company Boards; Corporate Governance.
2024	98.39%		1.61%
2023	96.83%		3.17%
2022	98.62%		1.38%

Board and Committee Membership and Attendance in Fiscal 2025				Other Public Directorships
Board Audit committee (Chair) Compensation committee Governance committee		8 of 8 4 of 4 1 of 1 1 of 1		Gold Royalty Corporation; Uranium Royalty Corp.

				Helen Cai Ms. Cai is a finance and investment professional with over two decades of experience, she is extensively versed in capital markets and all aspects of corporate finance from strategic planning to M&A transactions. Ms. Cai is currently an independent director of Barrick Mining Corporation and most recently worked as a managing director with China International Capital Corporation until the spring of 2021. Prior to this, Ms. Cai worked as a research analyst with the Goldman Sachs Group covering American mining and technology sectors and was highly ranked by the StarMine analyst ranking service. As a lead research analyst at China International Capital Corporation, Ms. Cai was ranked as Best Analyst by Institutional Investor and Asia Money in their China Research Sector Polls for multiple years when covering Hong Kong and China listed companies. The landmark cross-border financing and M&A transactions she led subsequently as a senior investment banker also won various awards from Asia Money and The Asset. Ms. Cai is a Chartered Financial Analyst and Chartered Alternative Investment Analyst and was educated at Tsinghua University in China and the Massachusetts Institute of Technology in the United States, where she received two master’s degrees and multiple fellowship awards.
Residence: Hong Kong, China Age: 52 Director since: February 2024 Independent: Yes Principal Occupation: Corporate Director
Equity Ownership
				Number of Common Shares	Number of Restricted Share Units	Number of Options
August 5, 2025				8,333	41,667	40,000
August 12, 2024				N/A	25,000	26,000
August 11, 2023				N/A	N/A	N/A

Director Election – Voting Results				Areas of Expertise
Year	For		Withheld	Strategic Planning; Mining Industry; Merger and Acquisition, Corporate Finance; Corporate Development; International Business; Risk Management; Public Company Boards; Corporate Governance.
2024	99.10%		0.90%
2023	N/A		N/A
2022	N/A		N/A

Board and Committee Membership and Attendance in Fiscal 2025				Other Public Directorships
Board Audit committee		8 of 8 2 of 2		Barrick Mining Corporation

	Year Ended March 31, 2025	Year Ended March 31, 2024
Audit Fees ⁽¹⁾	$1,173,888	$1,204,000
Audit-Related Fees ⁽²⁾	$1,388,224	$81,500
Tax Fees ⁽³⁾	Nil	Nil
All Other Fees ⁽⁴⁾	Nil	Nil
Total	$2,562,112	$1,285,500

Name and Principal Position	Fiscal Year	Salary ⁽¹⁾ (US$)	Share-Based Awards ⁽⁴⁾ (US$)	Options- Based Awards ⁽⁵⁾ (US$)	Non-Equity Incentive Plan Compensation (US$)		Pension Value (US$)	All Other Compensation (US$)	Total Compensation ⁽²⁾ (US$)
Name and Principal Position	Fiscal Year	Salary ⁽¹⁾ (US$)	Share-Based Awards ⁽⁴⁾ (US$)	Options- Based Awards ⁽⁵⁾ (US$)	Annual Incentive Plan	Long Term Incentive Plan	Pension Value (US$)	All Other Compensation (US$)	Total Compensation ⁽²⁾ (US$)
Dr. Rui Feng, Chairman, CEO and Director ⁽³⁾	2025	992,250	1,093,546	78,478	1,400,000	–	–	–	3,564,274
	2024	945,000	1,174,464	–	1,091,000	–	–	–	3,210,464
	2023	900,000	1,493,118	197,327	1,091,000	–	–	–	3,681,444
Lon Shaver, President ⁽⁶⁾	2025	235,176	269,424	26,159	173,219	–	–	–	703,978
	2024	237,266	234,893	–	133,462	–	–	–	605,621
	2023	207,861	133,673	35,374	75,586	–	–	–	452,494
Derek Liu, Chief Financial Officer	2025	235,176	240,897	26,159	154,532	–	–	–	656,764
	2024	237,266	274,042	–	113,072	–	–	–	624,380
	2023	232,804	207,937	58,957	139,834	–	–	–	639,532
Lichang Peng, General Manager of China Operations	2025	124,653	158,485	–	86,250	–	–	–	369,388
	2024	125,588	148,765	–	74,145	–	–	–	348,498
	2023	124,063	83,175	23,583	75,586	–	–	–	306,407
Jonathan Hoyles, General Counsel and Corporate Secretary ⁽⁷⁾	2025	146,985	31,697	10,464	45,641	–	–	–	234,787
	2024	105,039	–	–	–	–	–	–	105,039
	2023	–	–	–	–	–	–	–	–
Total	2025	1,734,240	1,794,049	141,260	1,859,642	–	–	–	5,529,191
	2024	1,650,159	1,832,164	–	1,411,679	–	–	–	4,894,002
	2023	1,464,728	1,917,903	315,241	1,382,006	–	–	–	5,079,877

Name	Fiscal Year of Options Granted	Grant Date	Options Granted⁽¹⁾	Exercise price (CAD$)	Expired Date	Weighted average expected life (years)	Weighted average risk free rates	Weighted average volatilities	Weighted average fair value per option (CAD$)
Dr. Rui Feng, Chairman, CEO and Director	2025	01/Apr/2024	75,000	4.41	01/Apr/2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	23/Feb/2023	50,000	4.08	23/Feb/2028	2.75	3.95%	57.31%	1.55
	2023	26/Apr/2022	100,000	3.93	26/Apr/2027	2.75	2.49%	62.53%	1.56
Lon Shaver, President	2025	01/Apr/2024	25,000	4.41	01/Apr/2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26/Apr/2022	30,000	3.93	26/Apr/2027	2.75	2.49%	62.53%	1.56
Derek Liu, Chief Financial Officer	2025	01/Apr/2024	25,000	4.41	01/Apr/2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26/Apr/2022	50,000	3.93	26/Apr/2027	2.75	2.49%	62.53%	1.56
Lichang Peng, General Manager of China Operations	2025	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26/Apr/2022	30,000	3.93	26/Apr/2027	2.75	2.49%	62.53%	1.56
Jonathan Hoyles General Counsel and Corporate Secretary	2025	01/Apr/2024	10,000	4.41	01/Apr/2029	2.75	4.03%	47.97%	1.46
Jonathan Hoyles General Counsel and Corporate Secretary	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

	Option-Based Awards				Share-based Awards
Name	Number of Securities Underlying Unexercised Options	Option Exercise Price (CAD$)	Option Expiration Date	Value of Unexercised In- The-Money Options ⁽¹⁾ (CAD$)	Number of Shares or Units of Shares that have not Vested	Market or Payout Value of Share- Based Awards that have not Vested (CAD$)	Market or Payout Value of Vested Shares or Units of Shares not Paid Out or Distributed (CAD$)
Dr. Rui Feng, Chairman, CEO and Director	75,000	4.41	01-Apr-2029	85,500	537,750	$2,984,513	$3,101,063
	50,000	4.08	23-Feb-2028	73,500
	100,000	3.93	26-Apr-2027	162,000
	110,000	9.45	11-Nov-2025	Nil
	110,000	5.46	26-May-2025	9,900
Lon Shaver, President	25,000	4.41	01-Apr-2029	28,500	108,333	$601,248	$434,759
	30,000	3.93	26-Apr-2027	48,600
	20,000	9.45	11-Nov-2025	Nil
	20,000	5.46	06-Jun-2025	1,800
Derek Liu, CFO	25,000	4.41	01-Apr-2029	28,500	110,000	$610,500	$64,746
	16,667	3.93	26-Apr-2027	27,001
	30,000	9.45	11-Nov-2025	Nil
	30,000	5.46	26-May-2025	2,700

Lichang Peng, General Manager of China Operations	10,000	3.93	26-Apr-2027	16,200	65,334	$362,604	Nil
Lichang Peng, General Manager of China Operations	20,000	9.45	11-Nov-2025	Nil
Jonathan Hoyles, General Counsel and Corporate Secretary	8,333	4.41	01-Apr-2029	9,500	8,333	$46,248	Nil

Name	Option-Based Awards – Value vested during the year (US$)	Share-Based Awards – Value vested during the year (US$)	Non-Equity Incentive Plan Compensation – Value earned during the year (US$)
Dr. Rui Feng, Chairman, CEO and Director	64,686	1,629,163	1,400,000
Lon Shaver, President	15,945	40,960	173,219
Derek Liu, CFO	23,541	234,865	154,532
Lichang Peng, General Manager of China Operations	11,392	144,897	86,250
Jonathan Hoyles, General Counsel and Corporate Secretary	1,821	7,105	45,641

Name	Termination Without Cause Under Agreement Provision Value (USD) ^(1)(2)(3)	Change of Control Provision Value (USD) ^(1)(2)(3)(4)
Dr. Rui Feng	4,563,444	3,783,108
Lon Shaver	-	826,492
Derek Liu	-	814,381

Fiscal year	Options		RSUs		Total share-based awards
Fiscal year	Number of units granted	Percentage of outstanding common shares at year end ⁽¹⁾	Number of units granted	Percentage of outstanding common shares at year end ⁽¹⁾	Number of units granted	Percentage of outstanding common shares at year end ⁽¹⁾
2025	2,096,721⁽²⁾	1.0%	1,044,750	0.5%	3,141,471	1.4%
2024	Nil	Nil	1,056,000	0.6%	1,056,000	0.6%
2023	595,000	0.3%	1,154,000	0.7%	1,749,000	1.0%

Positions	Target Bonus as % of Base Salary⁽¹⁾	Company Performance⁽²⁾	Personal Performance⁽³⁾
CEO/Executive Chairman	100%	70%	30%
CFO	50%	60%	40%
Senior managers	30%	50%	50%
Other head office employees	20%	20%	80%

As at	31-Mar-18	31-Mar-19	31-Mar-20	31-Mar-21	31-Mar-22	31-Mar-23	31-Mar-24	31-Mar-25
SVM	100.00	98.85	132.85	178.39	131.41	147.55	127.09	159.94
S&P TSX Composite Index	100.00	104.78	87.06	121.69	142.45	130.80	144.25	162.15
S&P TSX Global Gold Index	100.00	104.70	126.33	152.59	186.95	164.85	155.61	245.36

Nature of Board duty	Amount (CAD$)
Annual retainer fee for each Independent Member of the Board	$100,000
Additional annual retainer fee for lead independent director	$30,000
Additional annual retainer fee for Chair of the Audit Committee	$25,000
Additional annual retainer fee for Chair of the Compensation Committee	$20,000
Additional annual retainer fee for Chair of the Corporate Governance and Nominating Committee	$20,000
Additional annual retainer fee for Chair of the Sustainability Committee	$10,000

Name	Fees earned⁽²⁾ (US$)	Share- based awards⁽³⁾(US$)	Option- based awardsUS($)	Non-equity incentive plan compensation⁽²⁾ (US$)	Pension value	All other compensation (US$)	Total (US$)
S. Paul Simpson	122,188	79,242	27,012	25,013	Nil	Nil	253,455
Yikang Liu	71,875	79,242	27,012	14,375	Nil	Nil	192,504
Marina Katusa	79,063	79,242	27,012	14,375	Nil	Nil	199,692
Ken Robertson	89,844	79,242	27,012	14,375	Nil	Nil	210,473
Helen Cai	71,875	79,242	27,012	-	Nil	Nil	178,129
Total	434,845	396,210	135,060	68,138	Nil	Nil	1,034,253

Name	Fiscal year of Options Granted	Grant Date	Options Granted	Exercise price (CAD$)	Expired Date	Weighted average expected lives (years)	Weighted average risk free rates	Weighted average volatilities	Weighted average fair value per option (CAD$)
S. Paul Simpson	2025	1-Apr-2024	26,000	4.41	1-Apr-2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26-Apr-2022	30,000	3.93	26-Apr-2027	2.75	2.49%	62.53%	1.56
Marina Katusa	2025	1-Apr-2024	26,000	4.41	1-Apr-2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26-Apr-2022	30,000	3.93	26-Apr-2027	2.75	2.49%	62.53%	1.56
Yikang Liu	2025	1-Apr-2024	26,000	4.41	1-Apr-2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	26-Apr-2022	30,000	3.93	26-Apr-2027	2.75	2.49%	62.53%	1.56
Ken Robertson	2025	1-Apr-2024	26,000	4.41	1-Apr-2029	2.75	4.03%	47.97%	1.46
	2024	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2023	23-Feb-2023	10,000	4.08	23-Feb-2028	2.75	3.95%	57.31%	1.55
Helen Cai	2025	1-Apr-2024	26,000	4.41	1-Apr-2029	2.75	4.03%	47.97%	1.46

Name	Option-Based Awards				Share-Based Awards
Name	Number of Securities Underlying Unexercised Options	Option Exercise Price (CAD$)	Option Expiration Date	Value of Unexercised In-The-Money Options ⁽¹⁾(CAD$)	Number of Shares or Units of Shares that have not Vested (#)	Market or Payout Value of Share-Based Awards that have not Vested (CAD$)	Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed (CAD$)
S. Paul Simpson	26,000	4.41	01-Apr-2029	29,640	39,499	$219,219	$6,477
	30,000	3.93	26-Apr-2027	48,600
	18,000	5.46	06-Jun-2025	1,620
Yikang Liu	26,000	4.41	01-Apr-2029	29,640	39,499	$219,219	Nil
	30,000	3.93	26-Apr-2027	48,600
	18,000	5.46	06-Jun-2025	1,620
Marina Katusa	26,000	4.41	01-Apr-2029	29,640	39,499	$219,219	$6,477
	30,000	3.93	26-Apr-2027	48,600
	18,000	5.46	06-Jun-2025	1,620
Ken Robertson	26,000	4.41	01-Apr-2029	29,640	38,333	$212,748	$37,002
Ken Robertson	10,000	4.08	23-Feb-2028	14,700
Helen Cai	26,000	4.41	01-Apr-2029	29,640	20,833	$115,623	Nil

Fiscal Year	Number of options granted	Weighted average number of shares outstanding	% of Outstanding shares	Number of Options exercised	% of Outstanding shares
2025	2,096,721⁽¹⁾	204,008,035	1.0%	934,222.00	0.5%
2024	Nil	176,997,360	Nil	-	0.0%
2023	595,000	176,862,877	0.3%	-	0.0%

Fiscal Year	Number of RSUs granted	Weighted average number of shares outstanding	% of Outstanding shares	Number of RSUs Settled	% of Outstanding shares
2025	1,044,750	204,008,035	0.51%	941,960	0.5%
2024	1,056,000	176,997,360	0.60%	928,755	0.5%
2023	1,154,000	176,862,877	0.65%	503,703	0.3%

	(a)	(b)	(c)
Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (CAD$)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	Options: 2,279,980 Common Shares RSUs: 2,197,873 Common Shares	$6.20 $0.00	12,961,562 Common Shares 4,334,217 Common Shares
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	4,477,853 Common Shares	$3.16	17,295,779 Common Shares

	Governance Disclosure Guidelines under *National Instrument 58-101 Disclosure of Corporate Governance Practices* (“NI 58-101”)**	Corporate Governance Practices of the Company
1.	Board of Directors
(a)	Disclose the identity of directors who are independent.	The following members of the board of directors of the Company (the “Board”) are considered to be “independent” within the meaning of NI 58-101: S. Paul Simpson, Marina Katusa, Yikang Liu, Ken Robertson and Helen Cai.
(b)	Disclose the identity of directors who are not independent, and describe the basis for that determination.	The following director is not independent for the reasons stated: Dr. Rui Feng is currently the CEO and Chairman of the Company.
(c)	Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.	A majority of the Company’s current directors are independent. Five of the six persons nominated for election as directors at the annual general meeting qualify as independent directors for the purposes of NI 58-101.
(d)	If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in the same jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Dr. Rui Feng is a director of Tincorp Metals Inc. Paul Simpson is a director of New Pacific Metals Corp. Ken Robertson is a director of Uranium Royalty Corp. and Gold Royalty Corporation. Helen Cai is a director of Barrick Mining Corporation.
(e)	Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors.	The independent directors hold meetings at which non-independent directors and members of management are not in attendance including at the end of every regularly scheduled Board meeting. 8 such meetings have been held since April 1, 2024.
(f)	Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.	Dr. Rui Feng, Chair of the Board, is not an independent director. Mr. Paul Simpson is the independent lead director of the Board. The role of the independent lead director is to act as the Chair for all meetings referred to in section 1(e) above.
(g)	Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.	The attendance record of each of the directors is disclosed in the Information Circular under the heading “Nominees for Election as Directors – Board and Committee Membership and Attendance in Fiscal 2025”.
2.	Board Mandate
	Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.	The Board has adopted a formal written mandate which defines its stewardship responsibilities, which is attached to the Information Circular as Schedule “1”.
3.	Position Descriptions
(a)	Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair of each Board committee. If the Board has not developed written position descriptions for the Chair and/or the Chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.	The Board has developed written position descriptions for the CEO, the Chair of each Board Committee and the Directors which are posted on the Company’s website at https://silvercorpmetals.com/corporate-governance

	Governance Disclosure Guidelines under *National Instrument 58-101 Disclosure of Corporate Governance Practices* (“NI 58-101”)**	Corporate Governance Practices of the Company
(b)	Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.	The Board and CEO have adopted a written position description for the CEO.
4.	Orientation and Continuing Education
(a)	Briefly describe what measures the Board takes to orient new directors regarding (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of the issuer’s business.	Each new director, on joining the Board, is given an outline of the nature of the Company’s business, its corporate strategy, current issues within the Company, the expectations of the Company concerning input from directors and the general responsibilities of the Company’s directors. The Company provides new directors with an orientation program upon joining the Company that includes copies of relevant financial, technical, geological and other information regarding its properties, as well as meetings with management. Board members are encouraged to communicate with management and auditors, to keep themselves current with industry trends and developments, and to attend related industry seminars. The Company may also request that Board members be advised by counsel of the Company regarding their legal obligations as directors of the Company. Directors have been and will continue to be given tours of the Company’s mines and development sites to give such directors additional insight into the Company’s business.
(b)	Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	Directors have been and will continue to inspect the Company’s sites of mining operations, mine development, and exploration sites to give the directors an updated view of the Company’s business. In addition, from time to time, the Company instructs its General Counsel and Corporate Secretary to circulate to the Board members a memorandum summarizing new and evolving precedents applicable to directors of public companies with respect to their conduct, duties and responsibilities. Individual board members, and the General Counsel and Corporate Secretary, from time to time, attend continuing education courses to stay abreast of latest developments in corporate governance and regulatory compliance issues. The Company also circulates feedback and commentary when received from proxy advisory firms to the directors.

		The Company also adopted a Diversity and Inclusion Statement, which is set out in 11. below.
(c)	Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.	The Corporate Governance and Nominating Committee is responsible for setting the standards of business conduct contained in the Code and for overseeing and monitoring compliance with the Code. The Board sets the tone for ethical conduct throughout the Company by considering and discussing ethical considerations when reviewing the corporate transactions of the Company.
6.	Nomination of Directors
(a)	Describe the process by which the Board identifies new candidates for Board nomination.	The Board is responsible for recommending candidates for nomination to the Board and its committees. The Corporate Governance and Nominating Committee, which is composed entirely of independent directors, assists the Board by identifying and recommending to the Board suitable candidates for nomination as new directors. The Board has adopted a majority voting policy as advocated by the Canadian Coalition for Good Governance. Each director nominee has agreed to tender their resignation from the board if they obtain less than a majority of votes in favour of their election in uncontested elections.
(b)	Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.	The Corporate Governance and Nominating Committee is composed entirely of independent directors. Generally, new nominees must have one or more of the following attributes: a track record in general business management, particularly with public companies; special expertise in an area of strategic interest to the Company; and financial literacy. Nominees must also have the ability to devote the required time to the Company, show support for the Company’s mission and objectives, and have a willingness to serve the Company and its Shareholders.
(c)	If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	Disclosure about the responsibilities, powers and operation of the Corporate Governance and Nominating Committee is included in the Information Circular under the heading “Corporate Governance and Nominating Committee”.
7.	Compensation
(a)	Describe the process by which the Board determines the compensation for the issuer’s directors and officers.	The Company’s Chairman and Compensation Committee review overall compensation policies and make recommendations to the Board on the compensation of the CEO and directors. The Compensation Committee has delegated to the CEO authority to set compensation for other officers, however, the Compensation Committee and the Board review such compensation.
(b)	Disclose whether or not the Board has a Compensation Committee composed entirely of independent directors. If the Board does not have a Compensation Committee composed entirely of independent directors, describe what steps the Board takes to ensure an objective process for determining such compensation.	The Compensation Committee is comprised of three directors who are all independent.
(c)	If the Board has a Compensation Committee, describe the responsibilities, powers and operation of the Compensation Committee.	Disclosure about the responsibilities, powers and operation of the Compensation Committee is included in the Information Circular under the heading “Compensation Committee”.
8.	Other Board Committees
	If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Sustainability Committee is comprised of three directors, two of whom are independent. The Board has no other committees other than as noted above. From time to time, the Board will establish special independent committees as required for good corporate governance.

9.	Assessments
	Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.	The Board and its committees, namely, the Corporate Governance and Nominating Committee, the Compensation Committee, the Audit Committee and Sustainability Committee, annually, and at such other times as they deem fit, monitor the adequacy of information given to directors, communications between the Board and management and the strategic direction and processes of the Board and its committees. As part of the assessments, the Board and/or the committees review their respective charters and conduct reviews of applicable corporate policies.
10.	Director Term Limits
	Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.	The Company has not adopted term limits. The Corporate Governance and Nominating Committee, however, considers the issue of board renewal on an annual basis when considering the slate of director nominees.
11.	Policies Regarding the Representation of Women on the Board
	Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.	Currently 33% of the Board members are female. Even though the Board has not adopted a written policy relating to the identification and nomination of female directors or a formal diversity policy, the Board, through its direction to management, continues to promote diversity in the workplace. The Company has adopted a Diversity and Inclusion Statement, as stated below and posted on the Company’s website: At Silvercorp, we strive to integrate diversity and inclusion into all aspects of the Company and are committed to building a safe and inclusive space for all. Our core values of, Respect, Equality, and Responsibility, guide our efforts and are at the forefront of our decision making across all levels. We value diversity and are dedicated to the equitable treatment of all persons regardless of gender, race, ethnicity, nationality, religion, disability, age, culture, or sexual orientation. We recognize that building an inclusive workplace means providing equal opportunities and safe working environments, as well as cultivating and maintaining a Company culture based on fairness and respect. We are committed to implementing such values and opportunities Company wide and aspire to eliminate the barriers that interfere with such opportunities. Ultimately, we believe our people are our greatest asset, and our commitment to integrating diversity and inclusion will not only make us a better Company but will also help us retain and attract the best workforce possible.
12.	Consideration of the Representation of Women in the Director Identification and Selection Process
	Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.	The Board is committed to fostering a diverse workplace environment where: (i) individual differences and opinions are heard and respected; (ii) employment opportunities are based on the qualifications required for a particular position at a particular time, including training, experience, performance, skill and merit; (iii) and inappropriate attitudes, behaviours, actions and stereotypes are not tolerated and will be addressed and eliminated. While the Board informally monitors the Company’s adherence to these principles, it continues to work towards formalizing its policy on diversity and establishing a formal process for the evaluation of compliance with the policy. While directors will be recruited and promoted based upon their qualifications, abilities and contributions, the Corporate Governance and Nominating Committee has decided that it will take into account the benefits of gender diversity when making suggestions to the Board for nominations of new directors. Currently, the Company has two female directors, representing 33% of the Board.