Adamus Resources Limited - Results of Scheme Meeting


PERTH, Western Australia, Nov. 28, 2011 /CNW/ - Adamus Resources Limited (ASX:ADU, TSX-V:ADU) (Adamus) announces that Adamus shareholders today voted in favour of the scheme of arrangement (Scheme) which, subject to the approval of the Federal Court of Australia (Court), will facilitate the implementation of the merger between Adamus and Endeavour Mining Corporation (Endeavour). The meeting results are consistent with the unanimous recommendation made by the Adamus directors and follow the approval by Endeavour shareholders of the merger resolution considered by them at a meeting of Endeavour shareholders which was held on 25 November 2011.

Results of Scheme Meeting

The resolution to approve the Scheme was passed at today's Scheme Meeting by the following majorities:

  • 99.87% of votes cast in favour of the resolution; and

  • 91.75% of the number of shareholders present and voting (either in person or by proxy) in favour of the resolution.

These results exceed the majorities required for the purposes of the Corporations Act.

The votes cast on the resolution, which was put to a poll at the Scheme Meeting, were as follows:

  Number of
of votes
Number of
Percentage of
Votes "FOR" the resolution 280,647,602 99.87% 189 91.75%
Votes "AGAINST" the resolution 356,033 0.13% 17 8.25%
Total 281,003,635 100.00% 206 100.00%

In addition, 7,300 "ABSTAIN" votes were recorded from 2 shareholders.

207 valid proxies were received for the Scheme Meeting, representing 261,230,098 shares.

Details of valid proxies that were received by Adamus were as follows:

Resolution For Against Open Abstain
Agreement to Scheme 249,510,732 356,033 11,356,033 7,300

Second Court Hearing

A hearing before the Court to approve the Scheme is scheduled to be held at 10:00am WST on 2 December 2011. Adamus will make a further announcement following consideration of the Scheme by the Court.

Indicative Timetable

Effective Date of the Scheme and last day of trading of the Adamus shares on the ASX         5 December 2011
Endeavour CDIs commence trading on the ASX on a deferred settlement basis1         6 December 2011
Record Date for determining entitlements to the Scheme Consideration         7pm (Sydney time) on 12 December 2011
Implementation Date for the Scheme         19 December 2011
Commencement of despatch of holding statements for New Endeavour Shares (in the form of CDIs) or direct registration statements for New Endeavour Shares (in the form of shares)         As soon as practicable after 19 December 2011
New Endeavour Shares (in the form of CDIs) commence trading on a normal settlement basis on the ASX         20 December 2011

All dates and times are Perth, Western Australia times unless indicated otherwise and are indicative only.  Any changes to the above timetable will be announced to ASX and available on Adamus' website

Capitalised terms used in this announcement have the same meaning as set out in the Scheme Booklet dated 21 October 2011 (unless indicated otherwise).

1 As the exact number of Endeavour CDIs to be issued to you will not be known until after the Adamus Record Date and will not be communicated to you until after you receive your confirmation of issue following the Implementation Date, if you trade in Endeavour CDIs during the deferred settlement period and prior to receipt of the written confirmation of issue, you do so at your own risk.


SOURCE Adamus Resources Limited

For further information:

Mr Ian Cunningham - Company Secretary
on +61 8 9322 5943

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