Endeavour Mining Capital to acquire Endeavour Financial to become an integrated natural resource merchant bank



    Toronto Stock Exchange: EDV

    GEORGE TOWN, Grand Cayman, June 11 /CNW/ - Endeavour Mining Capital Corp.
("Endeavour" or "Corporation") is pleased to announce it has signed a
definitive agreement to acquire 100% of Endeavour Financial Corporation
("Endeavour Financial"), a privately-held investment banking firm that
provides financial and strategic advisory services to the global natural
resources sector. The acquisition of Endeavour Financial will fully integrate
the Corporation's merchant banking capital investment business with Endeavour
Financial's advisory services business. The two businesses have operated very
successfully in parallel. However, by creating an integrated business we
expect to generate significant shareholder value.
    Endeavour Financial focuses on three primary disciplines - debt finance,
mergers and acquisitions, and corporate finance. Since 2002, Endeavour
Financial has advised on over $3.5 billion of debt and equity finance and over
$14 billion of mergers and acquisitions. It has also been providing investment
advisory services to the Corporation (and its predecessor private entity)
since January 1999. Founded on the belief that there was an opportunity within
the natural resource finance sector, with its broad set of international
relationships, for Endeavour Financial to provide a differentiated investment
platform from which to make merchant banking investments, the Corporation
adopted its current merchant banking investment business plan at the start of
2002. Highlighting the successful implementation of this business plan, from
the start of 2002 to May 31, 2007, the Corporation has achieved an annualized
return on equity of 58%.
    The shareholders of Endeavour Financial will be issued 10,400,930 common
shares from treasury based on the valuation of its business relative to the
Corporation's NAV per share (fully-diluted basis) as of May 31, 2007, which
valued Endeavour Financial at $103 million. The shares will be subject to an
18 month Value Escrow Agreement which will provide for four equal releases,
with the first release occurring on closing. In addition, approximately 40% of
the consideration shares will be placed in escrow and held pursuant to the
terms of an earn-out escrow agreement. The earn-out agreement provides for the
escrowed shares to be released in 12 equal quarterly instalments based on
Endeavour Financial meeting a cumulative EBITDA target of $3.0 million per
quarter during the three year earn-out period. Based on the closing share
price on the TSX as of June 8, 2007 of CDN$9.40, the market value of the
consideration shares is approximately $92 million (or CDN$98 million).
    The Corporation and its advisors have conducted independent legal and
financial due diligence and an independent third party has completed a
Valuation Opinion on Endeavour Financial and a Fairness Opinion on the
proposed transaction.
    Generally, Endeavour Financial offers its services on an exclusive basis
with fees earned being a combination of monthly retainers and
transaction-oriented success fees. Endeavour Financial maintains a selective
roster of active, mandated clients with a focus on opportunities that are
likely to generate success fees. Endeavour Financial's revenue, based on
audited accounts, was $28 million in 2006 and, based on management accounts,
$20 million for the four month period ended April 30, 2007. Operating expenses
primarily relate to salaries and performance-related bonuses to the
professional staff, such that Endeavour Financial's EBITDA was $12.1 million
in 2006 and $9.5 million for the four month period ended April 30, 2007.
    Founded in 1988, Endeavour Financial has built strong capabilities in
debt finance, equity advising and corporate finance, mergers and acquisitions,
valuations and strategic business development. Endeavour Financial has
established a reputation of achieving success for its clients and has been
associated with the creation, development, and growth of numerous success
stories, including Bema Gold, Bolivar Gold, Northern Orion, Oriel Resources,
Peak Gold, Silver Wheaton, UrAsia Energy, Wheaton River Minerals, Bayou Bend
Petroleum and of course the Corporation, to name a few. Most of Endeavour
Financial's clients have also represented highly successful investment
opportunities for the Corporation. Since the adoption of the merchant banking
business plan, the Corporation's reliance on Endeavour Financial's advisory
services has steadily increased.
    Commenting, Frank Holmes, Chairman, stated, "The acquisition of Endeavour
Financial is a natural evolution of our successful operating strategy and, on
many financial metrics, this is an attractive deal for Endeavour Mining's
shareholders. We see expanding the business model beyond providing capital
investment services into providing integrated merchant and investment banking
services as a significant, transformative transaction. The two businesses,
Endeavour Mining and Endeavour Financial, have successfully operated in
parallel, but the two corporate entities have encountered market confusion
between the services offered by each. As an intellectual capital business, the
integration and alignment of interests of the employees/shareholders of
Endeavour Financial are intended to create long-term shareholder value by
converting the current advisory relationship with Endeavour Financial into
direct equity participation that will be reflected in the value and
performance of the company as a whole." The shareholders of Endeavour
Financial will emerge with 27.6% ownership of the combined business, on a
fully-diluted basis and upon achieving all earn-out shares.
    Commenting, Neil Woodyer, Chief Executive Officer stated, "As advisor to
Endeavour Mining, we have generated significant investment successes that are
reflected in the 58% annualized return and I believe that the new business
will provide continuing and increasing investment opportunities. We intend to
simplify the 'Endeavour' brand, provide the sector with integrated merchant
banking services, and ensure that the entire Endeavour team is committed to
maximizing value for Endeavour shareholders."
    Endeavour Financial has a team of over 35 people with offices in George
Town, Vancouver and London, led by Neil Woodyer as CEO. Frank Giustra remains
as an active contributor through an Exclusive Financial Advisory contract with
Endeavour Financial with a minimum three year term. Commenting, Frank Holmes,
Chairman, stated, "We are pleased that Frank Giustra will be able to pursue
his philanthropic interests and, with his unique venture capital skills,
remain committed to creating wealth for Endeavour shareholders."
    The transaction remains subject to disinterested shareholder and
regulatory approval. It is anticipated that the shareholders meeting will
occur on July 30, 2007 with the consummation of the transaction on July 31,
2007.

    Endeavour Mining Capital Corp. is a publicly traded merchant banking
company focused on the global natural resources sector. The Corporation offers
a unique combination of financial and intellectual capital to help build
companies and create shareholder value. Our shares are listed on the Toronto
Stock Exchange under the symbol EDV and offer a distinctly different way to
invest in the natural resources sector.
    For additional information, please visit our corporate website,
www.endeavourminingcapital.com.

    On behalf of Endeavour Mining Capital Corp.


    "Bill Koutsouras"
    Chief Financial Officer, Director & Secretary

    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 statements relating to the future
performance of Endeavour Mining Capital Corp. Forward-looking statements,
specifically those concerning future performance, are 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 further information:

For further information: Vanguard Shareholder Solutions, 1-866-801-0779
or (604) 608-0824; email: investor@endeavourminingcapital.com

Organization Profile

ENDEAVOUR FINANCIAL CORPORATION

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