Toronto Stock Exchange: EDV
GEORGE TOWN, Grand Cayman, Sept. 23 /CNW/ - Endeavour Financial Corporation ("Endeavour" or the "Corporation") is pleased to announce it has entered into a binding agreement with Etruscan Resources Inc. ("Etruscan") to purchase US$43 million of common shares of Etruscan at a price of C$0.30 per share (the "Placement").
Endeavour's strategic investment of US$43 million in Etruscan and the immediate implementation of a major financial restructuring plan is the catalyst that will ensure Etruscan is appropriately repositioned for future growth opportunities within the gold sector.
Four Endeavour nominees will join Etruscan's seven member board on closing of the Placement, being Neil Woodyer, Frank Giustra, Gordon Keep and David Street.
Neil Woodyer, Chief Executive Officer of Endeavour stated: "We've made a first and timely equity investment as part of our macro gold-focused investment strategy. We will continue to actively guide Etruscan to ensure operational turnaround at the Company's Youga Gold Project, Burkina Faso, which is already beginning to show its potential to deliver on production forecasts".
Endeavour's Gold Investment Strategy
Endeavour has a gold-focused investment strategy to create value through timely strategic investments in gold producers, and a vision to ultimately create an intermediate sized gold company.
The Corporation's management team believes in long-term rising gold prices and sees investment opportunity in companies like Etruscan, which have quality underlying resource assets but which face short-term financial challenges.
Endeavour has approximately US$150 million of cash and cash equivalents dedicated to its current gold-focused investment strategy and no further financing is required by Endeavour at this time to pursue this strategy. However, co-investment partners may be considered in the future on a deal-by-deal basis.
Benefits of Endeavour's Strategic Investment
- Addresses Etruscan's near-term financial needs
- Increases leverage to rising gold-prices (reducing the US$700 per
ounce gold call positions by approximately 50% results in less than
20% of Youga's current life-of-mine production being price capped)
- Improves Etruscan's operating cash flow
- Positions Etruscan for future growth opportunities
The funding addresses Etruscan's near-term financial needs and will
immediately facilitate the comprehensive restructuring of Etruscan's senior
debt facility and related hedging, which was originally undertaken to finance
the construction of the Youga Gold Project in Burkina Faso.
Anticipated Use of Proceeds
- US$23 million to re-purchase approximately 50% of the $700 per ounce
gold call options;
- Approximately US$8.5 million for repayment of Etruscan's outstanding
unsecured convertible debt;
- US$5 million for working capital purposes and improvements at the
Youga Gold Project;
- Approximately US$6.5 million for general corporate working capital
Youga Gold Project
Etruscan has ownership (90%) in the Youga open-pit gold mine, located in Burkina Faso, West Africa. Commercial production commenced in July 2008 and based upon current reserves is expected to continue with a 6.6 year mine life. The open-pit gold mine is forecast to produce on average 88,000 ounces of gold per year at a cash cost of US$560 per ounce for the life of mine (please see Youga Gold Deposit Feasibility Study completed January, 2005 by RSG Global (Pty) Ltd. and MDM Ferroman (Pty) Ltd. as updated October, 2006).
Key improvements in the current operational performance at the open-pit gold mine will be driven by better power solutions; grid power from Ghana is connected and is in the final test phase; and better drill and blast methods.
Proposed Senior Debt Restructuring
Significant restructuring terms have been approved by RMB Australia Holdings Ltd. and Macquarie Bank Limited (the "Senior Lenders") and include the deferral of scheduled debt repayments until December 2010; and a US$23 million investment to re-purchase approximately 50% of Etruscan's $700 per ounce gold call position.
As part of the planned senior debt facility restructuring, the Senior Lenders have requested equity participation and on completion of the transaction will convert US$3 million of the US$33 million outstanding facility to common shares of Etruscan at the same price as the Endeavour Placement (C$0.30 per common share)
In addition, Conus Partners Inc., and affiliates have also requested equity participation and have agreed to convert US$2 million of an existing bridge loan to common shares of Etruscan at the same price as the Endeavour placement (C$0.30 per common share)
Endeavour's Share Ownership
In addition to the Placement, Endeavour has also agreed to purchase from Kirkland Intertrade Corp. and 2190776 Ontario Inc. 26,315,789 common shares and 6,855,760 share purchase warrants entitling Endeavour to acquire 6,855,760 Etruscan common shares. Endeavour does not currently hold any securities of Etruscan. After giving effect to this purchase, but prior to the closing of the Placement, Endeavour will hold 16.5% of the issued and outstanding common shares of Etruscan. Assuming full exercise of these warrants, but prior to the closing of the Placement, Endeavour will hold approximately 19.98% of Etruscan's common shares.
Following completion of the Placement and the purchase of the Etruscan shares and warrants in the preceding paragraph, Endeavour will hold approximately 54% of the issued and outstanding common shares of Etruscan on a post-closing basis, assuming the exercise of all of the warrants comprising the Kirkland Intertrade Corp. and 2190776 Ontario Inc. securities. The securities were acquired by Endeavour for investment purposes. While the Corporation does not currently have any intention to acquire further securities of Etruscan, Endeavour may in the future acquire or dispose of securities of Etruscan through the market or otherwise as circumstances or market conditions warrant.
The Placement and consequent debt restructuring is subject to completion of standard technical, legal and financial due diligence and the negotiation and entering into of definitive documentation. The Placement is further conditional upon finalizing documentation with the Senior Lenders to restructure the Youga debt facility on terms acceptable to Endeavour and Etruscan, and is subject to receipt of Etruscan shareholder approval for the Placement and the termination of Etruscan's Shareholder Rights Plan. A Special Meeting of Etruscan shareholders has been convened for October 22, 2009.
Endeavour has received commitments and indications of support for the proposed Placement from key Etruscan shareholders, representing more than 40% of the issued and outstanding shares of Etruscan.
Management's discussion of the proposed US$43 million investment and the Corporation's macro gold-focused investment strategy will be webcast by V-Call on Thursday, September 24, 2009 at 11:00am Eastern Standard Time and can be accessed from the Corporation's website at www.endeavourfinancial.com or by calling the operator at 201-689-8031 or toll-free 1-877-407-8031 prior to the scheduled start time. The call will be archived for later playback on Endeavour's website until September 24, 2010.
About Endeavour Financial Corporation
Endeavour is an independent merchant banking company focused on the global natural resources sector. The Corporation offers advisory services in project, corporate and debt capital markets; equity financings; mergers and acquisitions; and strategic business development. Endeavour also provides equity and bridge loans in support of clients, transactions, and other market opportunities. Accessing its global industry networks, Endeavour creates and launches new growth companies as both an advisor and investor.
Endeavour Financial Corporation is listed on the Toronto Stock Exchange, symbol EDV. Warrants are listed on the Toronto Stock Exchange, symbol EDV.WT.A.
For additional information, please visit our corporate website, www.endeavourfinancial.com
On behalf of Endeavour Financial Corporation
Executive Vice President & Chief Financial 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 Financial 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.
SOURCE ENDEAVOUR FINANCIAL CORPORATION
For further information: For further information: Dr. Sally Eyre, Director Marketing & Business Development, (604) 609-6129 or Vanguard Shareholder Solutions, 1-866-341-4111 or (604) 608-0824