HALIFAX, Aug. 24 /CNW/ - Etruscan Resources Inc. ("Etruscan", TSX:EET)
announced that the Supreme Court of Nova Scotia has approved the plan of
arrangement whereby Endeavour Financial Corporation
("Endeavour",TSX:EDV) will acquire the remaining 45% of Etruscan common
shares that it does not already own ("Arrangement"). Etruscan
shareholders voted in favour of the Arrangement at a Special Meeting of
Shareholders held last week.
Under the Arrangement, Etruscan shareholders will receive C$0.26 in cash
plus 0.0932 of an Endeavour share for each Etruscan share. It is
anticipated that the Arrangement will be concluded on or about September
10, 2010 (the "Effective Date") at which time Etruscan shareholders will
be sent information about how to exchange their Etruscan common shares
for cash and Endeavour common shares.
Etruscan shares will continue to trade on the Toronto Stock Exchange
under the symbol "EET" until the end of the trading day before the
Effective Date of the Arrangement.
Important Notice to U.S. Shareholders
Due to U.S. securities law considerations, Endeavour is not offering or
distributing its securities in the United States or to, or for the
account or benefit of, U.S. Persons or persons in the United States
("U.S. Holders"), except in very limited circumstances. U.S. Holders of
Etruscan shares are not entitled to receive Endeavour shares and will
instead receive the C$0.26 in cash plus the pro rata proceeds of the
sale by Computershare Investor Services Inc. (the "Depositary") of the
Endeavour shares that U.S. Holders would have been entitled to receive.
The Depositary will effect the sale of all such Endeavour shares through
the facilities of the Toronto Stock Exchange as soon as reasonably
practicable following the Effective Date. Endeavour will pay the costs
and fees of the Depositary and brokers in connection with such sales.
Payment to the U.S. Holders will be based on the average sale price
received for such sales.
A Letter of Transmittal will be mailed to all shareholders (either
directly or via their broker if their shares are registered in street
form) on the Effective Date of the Arrangement and will also be
available at the Company's profile at www.sedar.com
or by contacting the Company directly. All U.S. Holders should return a
completed Letter of Transmittal and the certificates formerly
representing the Etruscan shares together with such other documentation,
if any, as provided for in the Letter of Transmittal to the Depositary
at the address specified in the Letter of Transmittal (or give
instructions to their broker to do so, if their shares are registered in
street form) as soon as possible, in order to receive their cash
payment representing their pro rata interest in the proceeds from the
sale of such Endeavour shares.
The securities discussed herein have not been registered under the
United States Securities Act of 1933, as amended (the "1933 Act") or the
securities laws of any state of the United States, and may not be
offered or sold in the United States or to, or for the account or
benefit of any "U.S. Person" (as defined in Regulation S under the 1933
Act) or person in the United States absent such registration or an
exemption from such registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States, or
to, or for the account or benefit of, a U.S. Person or person in the
United States. For further information, such U.S. Holders are
encouraged to refer to Etruscan's Management Information Circular dated
July 17, 2010 and available at the Company's profile at www.sedar.com.
Etruscan Resources Inc. is a gold-focused Canadian mining company
with large land positions in West Africa. The Company's principal mine
projects include the Youga Gold Mine in Burkina Faso; the Agbaou Gold
Project in Côte d'Ivoire; and the Finkolo Gold Project in Mali.
Exploration programs and initiatives are on-going in Burkina Faso, Mali,
Côte d'Ivoire, Ghana and Namibia. The common shares of Etruscan are
traded on the Toronto Stock Exchange under the symbol "EET".
More extensive information on Etruscan can be found on its home page at href="http://www.etruscan.com/">www.etruscan.com.
This press release may contain certain forward-looking statements which
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Forward-looking statements may include statements regarding exploration
results and budgets, mineral reserve and resource estimates, work
programs, capital expenditures, mine operating costs, production targets
and timetables, future commercial production, strategic plans, market
price of precious metals or other statements that are not statements of
fact. Although the Company believes the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Various factors that
may affect future results include, but are not limited to: fluctuations
in market prices of precious metals; foreign currency exchange
fluctuations; risks relating to mining exploration and development
including reserve estimation and costs and timing of commercial
production; requirements for additional financing; political and
regulatory risks, and other risks and uncertainties described in the
Company's annual information form filed with the Canadian Securities
regulators on SEDAR ( href="null">www.sedar.com). Accordingly, readers
should not place undue reliance on forward-looking statements.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS
SOURCE ETRUSCAN RESOURCES INC.
For further information: For further information:
|Renmark Financial Communications Inc. |
Maurice Dagenais: firstname.lastname@example.org
Barry Mire: email@example.com
Tel: (514) 939-3989 or (416) 644-2020
|Etruscan Resources Inc.|
Janice Stairs, General Counsel
Tel: (877) 465-3674 / Fax (902) 832-6702