Endeavour Mining Corporation Shareholders Approve Merger with Adamus Resources Limited
November 27 2011 - 7:12AM
PR Newswire (Canada)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES PERTH, Western Australia, Nov.
28, 2011 /CNW/ - On 22 August 2011, Adamus Resources Limited
(Adamus) and Endeavour Mining Corporation (Endeavour) announced
their intention to merge through an all-stock merger of equals, to
be implemented as a scheme of arrangement under the Corporations
Act 2001 (Cth) (Scheme). The merger between Adamus and Endeavour
requires a number of conditions, set out in the scheme booklet, to
be satisfied, which include approval by a simple majority of
Endeavour shareholders of the issuance of the scheme consideration
to Adamus shareholders (Share Issuance Resolution) in accordance
with applicable TSX requirements. Adamus is pleased to advise
that on 25 November 2011, at a special meeting of Endeavour's
shareholders, the Share Issuance Resolution was overwhelmingly
approved. The full announcement made by Endeavour is
attached. Adamus' scheme meeting, at which it will be seeking
shareholder approval for the merger, is scheduled to be held at
10.00am today (WST) at The Melbourne Hotel, 942 Hay Street, Perth,
Western Australia 6000. Results will be made available
following the meeting. Endeavour Mining Shareholders Approve Merger
With Adamus November 25, 2011 Toronto Stock Exchange: EDV George
Town, Grand Cayman, November 25, 2011 - Endeavour Mining
Corporation ("Endeavour" or the "Corporation") is pleased to
announce that, at a special meeting ("Meeting") of the
Corporation's shareholders held earlier today, the Share Issuance
Resolution in connection with the merger between Endeavour and
Adamus Resources Limited ("Adamus") (the "Merger") was
overwhelmingly approved with 99.59% approval from shareholders
represented at the Meeting. Of the Corporation's 114,674,946 issued
and outstanding shares as of the October 17, 2011 record date,
63,224,088 shares were represented at the Meeting. The completion
of the Merger remains subject to approval from Adamus shareholders
at a meeting scheduled to be held on November 28, 2011 in Perth,
Australia and from the Federal Court of Australia at a hearing
scheduled for December 2, 2011. Neil Woodyer, CEO, stated: "We
thank our shareholders and appreciate the strong support
demonstrated by them at today's meeting. In the three months since
announcing the merger with Adamus, the management teams from
Endeavour and Adamus have been working very well together. We are
looking forward to integrating our plans and are excited about the
new Endeavour driving increased value for shareholders as a rapidly
growing gold producer." About Endeavour Mining Corporation
Endeavour is a gold producer. Endeavour also holds an extensive
exploration land position and various advanced-stage development
gold projects in West Africa. Endeavour has a global strategy,
supported by financial resources and management's company building
expertise, to grow into an intermediate gold producer through
strategic acquisitions. On August 21, 2011, Endeavour and Adamus
announced they have entered into a definitive Merger Implementation
Agreement to combine through an all-stock merger of equals
transaction creating a new growth focused West African gold
producer. The common shares of Endeavour Mining Corporation are
traded on the Toronto Stock Exchange under the symbol "EDV". On
behalf of Endeavour Mining Corporation "Neil Woodyer" Neil Woodyer
Chief Executive Officer The Toronto Stock Exchange has not reviewed
and does not accept responsibility for the adequacy or accuracy of
this release. The foregoing information may contain forward-looking
information relating to the future performance of Endeavour Mining
Corporation. Forward-looking information, specifically, that
concerning future performance, is subject to certain risks and
uncertainties, and actual results may differ materially. These
risks and uncertainties are detailed from time to time in the
Corporation's filings with the appropriate securities commissions.
For additional information, contact: Stephen Roberts, Senior Vice
President - Investor Relations (604) 609-6130,
sroberts@endeavourmining.com or Vanguard Shareholder Solutions
1-866-341-4111 or (604) 608-0824, investor@endeavourmining.com
Adamus Resources Limited CONTACT: Mr Ian Cunningham - Company
Secretaryon +61 8 9322 5943
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