VANCOUVER, Dec. 17, 2012 /CNW/ - Endeavour Mining Corporation ("Endeavour" or the "Corporation") (TSX: EDV), (ASX: EVR), (OTCQX: EDVMF), a growing West African gold producer, announces changes to the Board of Directors, creation of share ownership guidelines for directors and senior management, and adoption of a deferred share unit compensation plan for non-executive directors. In addition, Endeavour announces a Strategic Advisory Board has been formed to assist with Endeavour's continued growth. The advisory board consists of three highly experienced executives in the gold industry and international finance.
Corporate Governance Updates
The Board of Directors has updated and revised its four committee charters and five policy documents, and these are available for review on Endeavour's corporate website. As part of its corporate governance review, the Board of Directors has decided to adopt a Deferred Share Unit (DSU) plan to more strongly align the interests of non-executive directors and shareholders by linking a portion of directors' annual compensation to the future market value of the Corporation's common shares.
The DSU Plan, which will require shareholder and exchange approvals, will provide that our non-executive directors receive a portion of their compensation in DSUs, and may also elect to receive up to 100% of their compensation in DSUs. The Board intends that DSUs will be granted to non-executive directors in lieu of any new awards under the Corporation's incentive stock option plan.
To further strengthen alignment with shareholders, the Board of Directors also intends to implement policies regarding director share ownership and senior management share ownership. The Board anticipates implementing these new policies for the 2013 compensation period.
To increase the independence of the Board of Directors, the Corporation also announces that Mark Connelly (former CEO of Adamus Resources and newly appointed MD/CEO of Papillon Resources Limited) and John Begeman (former CEO of Avion Gold) have stepped down from their current positions as non-executive directors with immediate effect. The Board wishes both Mr. Connelly and Mr. Begeman every success in their future ventures.
Following the departures, the Board of Directors now consists of the following six members of which five are non-executive and fully independent.
|Michael E. Beckett||Chairman and Non-executive Director|
|James H. Coleman||Non-executive Director|
|Jorge L. Gamarci||Non-executive Director|
|Dr. Antony Harwood||Non-executive Director|
|Wayne McManus||Non-executive Director|
|Neil Woodyer||Chief Executive Officer and President, and Director|
Strategic Advisory Board
The formation of a Strategic Advisory Board ("SAB") links the growth of Endeavour's gold business with growth in its executive talent. The SAB will provide Endeavour's CEO with advice in the areas of executive management of group operations, growth strategies, capital markets and finance, and provide access to a network of key industry and strategic relationships.
The three members of the SAB have a broad range of experience: Ian Cockerill is a seasoned senior gold mining executive with African expertise; Frank Giustra is a successful natural resource company financier; and Miguel Rodriguez is an economist with international finance and policy decision making experience with the Central Bank of Venezuela, the IMF and World Bank.
|Ian Cockerill - With over thirty years of experience in exploration and mining, Mr. Cockerill has extensive knowledge of the global gold industry and the African operating environment. He is the former CEO of Gold Fields Ltd. and Anglo Coal Ltd., and former Executive Ofﬁcer of Business Development and African Operations at AngloGold Ltd. Mr. Cockerill is currently Chairman of Hummingbird Resources, the AIM-listed Liberian gold explorer, Executive Chairman of Petmin Ltd, a JSE and AIM quoted natural resource company, Lead Independent director of Ivanplats Limited, a TSX-listed African exploration company, Non-executive director of Orica Ltd in Australia and advisor to several other companies in the mining industry. Mr. Cockerill is also Chairman of the LCA (Leadership for Conservation in Africa) which has the vision to save 20 million hectares of rainforest in Africa by 2020.|
|Frank Giustra - Mr. Giustra is President and CEO of Fiore Financial Corporation, an exclusive advisor to Endeavour. Mr. Giustra has an established track record of building natural resource companies through access to capital and creative deal-making. As President and later Chairman and Chief Executive Officer of Yorkton Securities in the 1990s, he grew the firm into a leading natural resource investment bank. As Chairman of Endeavour Financial from 2001 to 2007, his vision and leadership led to the successful launch of numerous resource companies, including Wheaton River Minerals (acquired by Goldcorp), Silver Wheaton (current $12.9 billion market cap), Gold Wheaton (acquired by Franco Nevada), Northern Orion (acquired by Yamana), and Pacific Rubiales Energy (current $6.2 billion market cap). Mr. Giustra's entrepreneurial successes also include the founding of Lions Gate Entertainment, now one of the world's largest independent film companies. He returned to the Lions Gate board in 2010.|
|Mr. Giustra is a strong believer in philanthropy, and devotes much of his time to a variety of causes. In 2007, Mr. Giustra and Former President Bill Clinton launched the Clinton Giustra Sustainable Growth Initiative (CGSGI), which is focused on alleviating poverty in the developing world in partnership with the global mining community. Since 2005, Mr. Giustra has become an active executive member and significant contributor to the International Crisis Group, a leading independent, non-partisan source of analysis and advice to policymakers on the prevention and resolution of deadly conflict. Mr. Giustra is also a member of the board of trustees of William J. Clinton Foundation, Radcliffe Foundation, and Museum of Fine Arts in Boston, and he sits on the board of Streetohome Foundation, a community organization addressing homelessness.|
|Miguel Rodriguez - Mr. Rodriguez has extensive experience in the private, public and academic sectors. He is currently a Director of several international companies in the natural resources area, including the highly successful Pacific Rubiales Energy where he has been Director since its foundation. In the financial sector, he is currently the Director of D.Societe Financiere in Geneva. In the public sector, Mr. Rodriguez was the Economic Minister and Chief of the Economic Cabinet of the Republic of Venezuela from 1989 to 1992. He was also President of the Central Bank of Venezuela in 1992, and Governor to the International Monetary Fund, the World Bank, and the Inter-American Development Bank during 1989-1992. From 1992-1994, he was Senior Advisor to the World Bank. He also had a long academic career as Professor of Economics at IESA in Caracas from 1984 to 2008. He was also a Visiting Scholar at the Peterson Institute for International Economics in Washington DC, in 1987-1988, and has written extensively on the Latin American and the international economy. Mr. Rodriguez holds a Ph.D. in Economics from Yale University, with specialisation in Macroeconomics, International Trade and Finance, and Money and Banking.|
Commenting on the Corporate Governance Updates and launch of the Strategic Advisory Board,
Neil Woodyer, CEO, stated
"Endeavour is committed to implementing effective corporate governance policies with a focus on the alignment of board and management interests with our shareholders. On behalf of the Board of Directors, I would like to thank Mark and John for their contributions to the development of Endeavour into a mid-tier gold mining company.
Following the integration of both the Adamus and Avion acquisitions over the past twelve months, Endeavour's gold business has grown significantly. We are focused on delivering results from our current operations, and increasing our gold production with our attractive pipeline of projects. Endeavour is bolstering its capabilities with the founding of a Strategic Advisory Board. The experience, contacts and international perspectives that Ian, Frank and Miguel bring to Endeavour will help fuel our continued growth."
About Endeavour Mining Corporation
Endeavour is a gold producer delivering growth. Endeavour owns three gold mines producing approximately 300,000 ounces per year in Mali, Ghana and Burkina Faso that are generating significant operating cash flows to fund exploration and development growth. Including the Tabakoto mill expansion and completion of construction of Endeavour's fourth gold mine, Agbaou in Côte d'Ivoire scheduled for Q1 2014, Endeavour's gold production is forecast to reach approximately 450,000 ounces per year. Endeavour has a strong financial base from which to invest in long-term operational growth, exploration to replace and increase reserves, and further growth.
Endeavour Mining Corporation is listed on the TSX (symbol EDV) and ASX (symbol EVR), and also trades on the OTCQX (symbol EDVMF).
On behalf of Endeavour Mining Corporation
Chief Executive Officer
This news release contains "forward-looking statements" including but not limited to, statements with respect to Endeavour's plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, and the success of exploration activities. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts" and "anticipates". Forward-looking statements, while based on management's best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which Endeavour operates. Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.
SOURCE: Endeavour Mining Corporation
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Endeavour Mining Corporation
Cayman Corporate Centre
27 Hospital Road
George Town, Grand Cayman,
KY1 1109, Cayman Islands
Tel: +1 345 946 7603
Fax: +1 345 946 7604
A Cayman Islands exempted company with limited liability.
ARBN 153 067 639