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PERTH, Western Australia, Nov. 28, 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).
The merger between Adamus and Endeavour requires a number of conditions,
set out in the scheme booklet, to be satisfied, which include approval
by a simple majority of Endeavour shareholders of the issuance of the
scheme consideration to Adamus shareholders (Share Issuance Resolution) in accordance with applicable TSX requirements. Adamus is pleased to
advise that on 25 November 2011, at a special meeting of Endeavour's
shareholders, the Share Issuance Resolution was overwhelmingly
approved. The full announcement made by Endeavour is attached.
Adamus' scheme meeting, at which it will be seeking shareholder approval
for the merger, is scheduled to be held at 10.00am today (WST) at The
Melbourne Hotel, 942 Hay Street, Perth, Western Australia 6000.
Results will be made available following the meeting.
Endeavour Mining Shareholders Approve Merger With Adamus
November 25, 2011
Toronto Stock Exchange: EDV
George Town, Grand Cayman, November 25, 2011 - Endeavour Mining
Corporation ("Endeavour" or the "Corporation") (TSX:EDV) is pleased to
announce that, at a special meeting ("Meeting") of the Corporation's
shareholders held earlier today, the Share Issuance Resolution in
connection with the merger between Endeavour and Adamus Resources
Limited ("Adamus") (ASX:ADU) (the "Merger") was overwhelmingly approved
with 99.59% approval from shareholders represented at the Meeting. Of
the Corporation's 114,674,946 issued and outstanding shares as of the
October 17, 2011 record date, 63,224,088 shares were represented at the
The completion of the Merger remains subject to approval from Adamus
shareholders at a meeting scheduled to be held on November 28, 2011 in
Perth, Australia and from the Federal Court of Australia at a hearing
scheduled for December 2, 2011.
Neil Woodyer, CEO, stated: "We thank our shareholders and appreciate the
strong support demonstrated by them at today's meeting. In the three
months since announcing the merger with Adamus, the management teams
from Endeavour and Adamus have been working very well together. We are
looking forward to integrating our plans and are excited about the new
Endeavour driving increased value for shareholders as a rapidly growing
About Endeavour Mining Corporation
Endeavour is a gold producer. Endeavour also holds an extensive
exploration land position and various advanced-stage development gold
projects in West Africa. Endeavour has a global strategy, supported by
financial resources and management's company building expertise, to
grow into an intermediate gold producer through strategic acquisitions.
On August 21, 2011, Endeavour and Adamus announced they have entered
into a definitive Merger Implementation Agreement to combine through an
all-stock merger of equals transaction creating a new growth focused
West African gold producer.
The common shares of Endeavour Mining Corporation are traded on the
Toronto Stock Exchange under the symbol "EDV".
On behalf of Endeavour Mining Corporation
Chief Executive 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 Mining 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.
For additional information, contact:
Stephen Roberts, Senior Vice President - Investor Relations (604)
Vanguard Shareholder Solutions 1-866-341-4111 or (604) 608-0824, firstname.lastname@example.org
SOURCE Adamus Resources Limited
For further information:
Mr Ian Cunningham - Company Secretary
on +61 8 9322 5943