40-F/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2009

Commission file number: 001-34184

SILVERCORP METALS INC.

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada	1040	N/A
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

Suite 1378 — 200 Granville Street
Vancouver, British Columbia, Canada V6C 154
(604) 669-9397

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Jonathan C. Guest
Greenberg Traurig LLP
One International Place
Boston, MA 02110
(617) 310-6000

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange On Which Registered:
Common Shares, no par value	NYSE Amex

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed with this form:

þ Annual Information Form þ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at March 31, 2009, 161,587,001 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

EXPLANATORY NOTE

Silvercorp Metals Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F/A pursuant to the multi-jurisdictional disclosure system of the Exchange Act.

The Company is filing this amendment number one to its annual report on Form 40-F, as originally filed on June 8, 2009, to file the consents of Chris Broili, Mel Klohn, Ronald Moran, Dr. Anson Xu, Lanliang Niu, Zhaojun Wang, Vetrin Mine Planners, Ltd., SRK Consulting China Limited, BK Exploration Associates, and Jinhui Liu. No other amendments are being made to the annual report on Form 40-F as originally filed.

EXHIBITS

Annual Information

99.1	*	Annual Information Form of the Company for the year ended March 31, 2009
99.2	*	Management’s Discussion and Analysis for the year ended March 31, 2009 incorporated by reference to Report of Foreign Issuer furnished to the Commission under cover of Form 6-K on June 5, 2009
99.3	*	Audited Annual Consolidated Financial Statements as at March 31, 2009 and 2008, and for each of the years in the three-year period ended March 31, 2009, incorporated by reference to Report of Foreign Issuer furnished to the Commission under cover of Form 6-K on June 5, 2009

Certifications

99.4	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6	Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consents

99.8	*	Consent of Ernst & Young LLP, Independent Auditors
99.9		Consent of Chris Broili
99.10		Consent of Mel Klohn
99.11		Consents of Ronald Moran

1

99.12	Consent of Dr. Anson Xu
99.13	Consent of Lanliang Niu
99.14	Consent of Zhaojun Wang
99.15	Consent of Vetrin Mine Planners, Ltd.
99.16	Consent of SRK Consulting China Limited
99.17	Consent of BK Exploration Associates
99.18	Consent of Jinhui Liu

* Previously filed with the Company’s annual report on Form 40-F as filed with the Securities and Exchange Commission on June 8, 2009.

UNDERTAKING

Silvercorp Metals Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

In conjunction with this Form 40-F/A, the Company has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this Form 40-F/A arises.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

SILVERCORP METALS INC.
By:	/s/ Rui Feng
	Name:	Rui Feng
	Title:   Date:	Chairman and Chief Executive Officer June 12, 2009

2

EXHIBIT INDEX

The following documents are being filed as exhibits to this amendment number one to the annual report on Form 40-F.

Certifications

99.4	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6	Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consents

99.9	Consent of Chris Broili
99.10	Consent of Mel Klohn
99.11	Consents of Ronald Moran
99.12	Consent of Dr. Anson Xu
99.13	Consent of Lanliang Niu
99.14	Consent of Zhaojun Wang
99.15	Consent of Vetrin Mine Planners, Ltd.
99.16	Consent of SRK Consulting China Limited
99.17	Consent of BK Exploration Associates
99.18	Consent of Jinhui Liu

EX-99.4

EXHIBIT 99.4

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rui Feng, certify that:

1. I have reviewed this amendment to annual report on Form 40-F/A of Silvercorp Metals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: June 12, 2009

/s/ Rui Feng
Name:	Rui Feng
Title:	Chairman and Chief Executive Officer

EX-99.5

EXHIBIT 99.5

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Maria Tang, certify that:

1. I have reviewed this amendment to annual report on Form 40-F/A of Silvercorp Metals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: June 12, 2009

/s/ Maria Tang
Name:	Maria Tang
Title:	Interim Chief Financial Officer

EX-99.6

EXHIBIT 99.6

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

Silvercorp Metals Inc. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its amendment to annual report on Form 40-F/A for the fiscal year ended March 31, 2009 (the “Report”).

I, Rui Feng, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Rui Feng

Name: Rui Feng

Title:   Chairman and Chief Executive Officer

Date: June 12, 2009

EX-99.7

EXHIBIT 99.7

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

Silvercorp Metals Inc. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its amendment to annual report on Form 40-F/A for the fiscal year ended March 31, 2009 (the “Report”).

I, Maria Tang, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:

(i)	the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Maria Tang

Name: Maria Tang

Title:   Interim Chief Financial Officer

Date: June 12, 2009

EX-99.9

EXHIBIT 99.9

CONSENT OF EXPERT

I, Chris Broili, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the two technical reports entitled “N1 43-101 Technical Report and Pre-Feasibility Study — TLP — LM Silver-Lead Projects, Henan Province, People’s Republic of China” dated November 20, 2008 and “Update on the Ying Silver-Lead-Zinc and HPG Gold-Silver-Lead Projects” dated August 16, 2007 (collectively, the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of a portion of the Incorporated Information in this Annual Report.

/s/ Chris Broili

Name: Chris Broili

Date: June 12, 2009

EX-99.10

EXHIBIT 99.10

CONSENT OF EXPERT

I, Mel Klohn, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the two technical reports entitled “N1 43-101 Technical Report and Pre-Feasibility Study — TLP — LM Silver-Lead Projects, Henan Province, People’s Republic of China” dated November 20, 2008 and “Update on the Ying Silver-Lead-Zinc and HPG Gold-Silver-Lead Projects” dated August 17, 2007 (collectively, the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Mel Klohn Name: Mel Klohn

Date: June 12, 2009

EX-99.11

EXHIBIT 99.11

CONSENT OF EXPERT

I, Ronald Moran, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived the technical report entitled “N1 43-101 Technical Report and Pre-Feasibility Study — TLP — LM Silver-Lead Projects, Henan Province, People’s Republic of China” dated November 20, 2008 (the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Ronald Moran Name: Ronald Moran

Date: June 12, 2009

EX-99.12

EXHIBIT 99.12

CONSENT OF EXPERT

I, Dr. Anson Xu, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical report entitled “Technical Report on Gaocheng Ag-Zn-Pb Project, and Shimentou Au-Ag-Zn-Pb Project, Guangdong Province, People’s Republic of China” dated April 30, 2008 (the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Dr. Anson Xu Name: Dr. Anson Xu

Date: June 12, 2009

EX-99.13

EXHIBIT 99.13

CONSENT OF EXPERT

I, Lanliang Niu, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical technical report entitled “Technical Report on Gaocheng Ag-Zn-Pb Project, and Shimentou Au-Ag-Zn-Pb Project, Guangdong Province, People’s Republic of China” dated April 30, 2008 (the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Lanliang Niu Name: Lanliang Niu

Date: June 12, 2009

EX-99.14

EXHIBIT 99.14

CONSENT OF EXPERT

I, Zhaojun Wang, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical report entitled “Technical Report on Gaocheng Ag-Zn-Pb Project, and Shimentou Au-Ag-Zn-Pb Project, Guangdong Province, People’s Republic of China” dated April 30, 2008 (the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Zhaojun Wang Name: Zhaojun Wang

Date: June 12, 2009

EX-99.15

EXHIBIT 99.15

CONSENT OF EXPERT

I, Ronald Moran, of Vetrin Mine Planners Ltd. (“Vetrin”), hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical report entitled “N1 43-101 Technical Report and Pre-Feasibility Study — TLP — LM Silver-Lead Projects, Henan Province, People’s Republic of China” dated November 20, 2008 (the “Incorporated Information”). I also consent to the reference to Vetrin’s name and to Vetrin’s involvement in the preparation of the Incorporated Information in this Annual Report.

VETRIN MINE PLANNERS, LTD.

/s/ Ronald Moran
Name:	Ronald Moran
Title:	President

Date: June 12, 2009

EX-99.16

EXHIBIT 99.16

CONSENT OF EXPERT

I, Dr. Anson Xu, of SRK Consulting China Limited (“SRK”), hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical report entitled “Technical Report on Gaocheng Ag-Zn-Pb Project, and Shimentou Au-Ag-Zn-Pb Project, Guangdong Province, People’s Republic of China” dated April 30, 2008 (the “Incorporated Information”). I also consent to the reference to SRK’s name and to SRK’s involvement in the preparation of the Incorporated Information in this Annual Report.

SRK CONSULTING CHINA LIMITED

/s/ Dr. Anson Xu
Name:	Dr. Anson Xu
Title:	Director and Principal Consultant

Date: June 12, 2009

EX-99.17

EXHIBIT 99.17

CONSENT OF EXPERT

I, Chris Broili, of BK Exploration Associates (“BK”), hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from two technical reports entitled “N1 43-101 Technical Report and Pre-Feasibility Study — TLP — LM Silver-Lead Projects, Henan Province, People’s Republic of China” dated November 20, 2008 and “Update on the Ying Silver-Lead-Zinc and HPG Gold-Silver-Lead Projects” dated August 16, 2007 (collectively, the “Incorporated Information”). I also consent to the reference to BK’s name and to BK’s involvement in the preparation of the Incorporated Information in this Annual Report.

BK EXPLORATION ASSOCIATES

/s/ Chris Broili
Name:	Chris Broili
Title:	Vice President, Exploration

Date: June 12, 2009

EX-99.18

EXHIBIT 99.18

CONSENT OF EXPERT

I, Jinhui Liu, hereby consent to the inclusion and incorporation by reference in this Annual Report on Form 40-F of Silvercorp Metals Inc. for the year ended March 31, 2009 (the “Annual Report”) of references to and information derived from the technical report entitled “Technical Report on Gaocheng Ag-Zn-Pb Project, and Shimentou Au-Ag-Zn-Pb Project, Guangdong Province, People’s Republic of China” dated April 30, 2008 (the “Incorporated Information”). I also consent to the reference to my name and to my involvement in the preparation of the Incorporated Information in this Annual Report.

/s/ Jinhui Liu Name: Jinhui Liu

June 12, 2009