Endeavour and True Gold Shareholders Approve Acquisition Transaction
GEORGE TOWN, Grand Cayman, April 21, 2016 (GLOBE NEWSWIRE) — Endeavour Mining Corporation (“Endeavour”) (TSX:EDV) (OTCQX:EDVMF) is pleased to announce that at its special shareholder meeting held today, the company’s shareholders approved the issuance of up to 18,945,248 new shares to shareholders of True Gold Inc. (“True Gold”) (TSX-V: TGM) as previously announced in connection with the True Gold plan of arrangement (the “Arrangement”). Similarly, True Gold shareholders have approved the Arrangement at a special meeting held today.
Neil Woodyer, CEO of Endeavour, stated: “The Board would like to thank Endeavour’s shareholders for their continued strong support. We look forward to closing the True Gold transaction next week and expect then swiftly to integrate the Karma mine into our portfolio. Following the first gold pour last week, the operational ramp-up is progressing well and commercial production is scheduled to begin in June. We expect to communicate our updated production guidance for 2016, inclusive of Karma, with our second quarter results.”
The closing, and effective date of the Arrangement is expected to occur on April 26, 2016. The Arrangement is subject to final approval by the TSX Venture Exchange and the Supreme Court of British Columbia whose hearing for the final order to approve the Arrangement is scheduled to take place on April 22, 2016. On closing of the Arrangement, True Gold Shareholders will receive 0.044 of an Endeavour common share for each True Gold common share held.
At the special shareholder meeting, Endeavour shareholders also approved (i) the issuance of up to 1,642,736 new shares to La Mancha Holding S.àr.l. (“La Mancha”) in addition to the up to 5,904,039 new shares being issued to La Mancha pursuant to its anti-dilution right for proceeds of C$82.6 million, as well as (ii) the increase in the authorized share capital, as set out in Endeavour’s management information circular dated March 15, 2016, which is available at www.sedar.com.
The total votes received at the special shareholder meeting, being 34,437,995, represent 58.31% of Endeavour’s issued and outstanding ordinary shares.
Details of the vote are set out below:
|Resolutions||Votes For||% For||
|1. Plan of Arrangement with True Gold||34,376,768||99.82%||61,227||0.18%|
|2. La Mancha Placement*||16,664,262||99.60%||67,576||0.40%|
|3. Increase in the authorized share capital||34,215,232||99.35%||221,304||0.64%|
|*As an interested party, La Mancha did not vote on this resolution.|
|Vincent Benoit||DFH Public Affairs in Toronto|
|EVP-Strategy & Business Development||John Vincic|
|+33 (0)1 70 38 36 96||(416) 206-0118 x.224|
|Martino De Ciccio||Brunswick Group LLP in London|
|VP-Strategy & Investor Relations||Carole Cable, Partner|
|+33 (0)1 70 38 36 95||+44 7974 982 458|
*As an interested party, La Mancha did not vote on this resolution.
About Endeavour Mining Corporation
Endeavour Mining is a TSX-listed intermediate gold mining company which operates 4 West African mines in Côte d’Ivoire, Mali, and Ghana. In 2016, it expects to produce between 535,000 and 560,000 ounces at an all-in sustaining cost of US$870 to US$920 per ounce, excluding the Karma mine (where the transaction with True Gold is expected to close at the end of April 2016). Endeavour Mining is focused on effectively managing its existing assets to maximize cash flow as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.
Endeavour Mining | Executive Office | Bureau 76, 7 Boulevard des Moulins, Monaco 98000
This news release contains “forward-looking statements” including but not limited to, statements with respect to Endeavour’s plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, and the success of exploration activities. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “expects”, “expected”, “budgeted”, “forecasts” and “anticipates”. Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which Endeavour operates. Although Endeavour 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 or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour’s most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.
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