HALIFAX, Aug. 19 /CNW/ - Etruscan Resources Inc. ("Etruscan", TSX:EET)
announced that Etruscan shareholders have voted today at a Special
Meeting of Shareholders to approve 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"). Over 78% of Etruscan's shareholders were represented in
person or by proxy at the meeting which compares favourably with the 71%
shareholder turnout for Etruscan's annual general meeting held on May
At today's Special Meeting, over 98% of shareholders voted in favour of
the Arrangement, including over 93% of votes cast by minority Etruscan
shareholders (ie., excluding Endeavour and related parties).
Under the Arrangement, Etruscan shareholders will receive C$0.26 in cash
plus 0.0932 of an Endeavour share for each Etruscan share. Completion of
the Arrangement is subject to satisfaction of certain conditions
including final approval of the Supreme Court of Nova Scotia. It is
anticipated that the Arrangement will be concluded on or about September
10, 2010 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.
Notice to U.S. Shareholders
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. Due to U.S. securities
law considerations, Endeavour is not offering or distributing its shares
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 legally
entitled to receive Endeavour shares and will instead receive the C$0.26
in cash plus the pro rata proceeds of the sale by the depository for the
Arrangement of such Endeavour shares as U.S. Holders would have been
entitled to receive. 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="http://www.sedar.com">www.sedar.com).
Accordingly, readers should not place undue reliance on forward-looking
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS
SOURCE ETRUSCAN RESOURCES INC.
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