NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
PERTH, Western Australia, Nov. 10, 2011 /CNW/ - On 22 August 2011,
Adamus Resources Limited (ASX:ADU, TSX-V:ADU, FSE:AXM) (Adamus) and Endeavour Mining Corporation (TSX:EDV) (Endeavour) announced their intention to merge through an all-stock merger of
equals, to be implemented as a scheme of arrangement under the Corporations Act 2001 (Cth) (Scheme).
On 25 October 2011, Adamus dispatched the scheme booklet setting out
important information in relation to the Scheme and Merger (Scheme Booklet).
Adamus notes that Endeavour has today announced the sale of its Debt
Finance and related M&A advisory business (the Advisory Business). The full announcement made by Endeavour is attached (see http://cnw.ca/8Mud5).
Endeavour has confirmed to Adamus that the Advisory Business is an
immaterial non-core asset, and the consideration to be received by
Endeavour for the sale of the Advisory Business has been negotiated on
commercial arms length terms.
The Independent Expert, Ernst & Young, has considered Endeavour's sale
of the Advisory Business and confirmed to Adamus that they agree it is
an immaterial non-core asset that is being divested. Accordingly, the
Independent Expert has confirmed the sale of the Advisory Business will
not affect their opinion, which remains, that the Merger is in the best
interests of Adamus shareholders.
Based on the information provided to Adamus by Endeavour and
confirmation from the Independent Expert that their opinion has not
changed, and in accordance with section 12.26 of the Scheme Booklet,
the Adamus Board considers that the sale of the Advisory Business by
Endeavour is not a significant new matter that has arisen that would
have required to be included in the Scheme.
In the absence of a superior proposal, the Directors of Adamus
unanimously recommend that Adamus shareholders vote in favour of the
Scheme and the Directors advise that they intend to vote all Adamus
shares held by them in favour of the Scheme.
ADAMUS RESOURCES LIMITED
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
For further information:
Ian Cunningham, Company Secretary at +61 8 9322 5943