Endeavour to acquire Etruscan 45% minority interest with premium cash and
share offer to own 100%

HALIFAX and GEORGE TOWN, Grand Cayman, June 28 /CNW/ - Etruscan Resources Inc. ("Etruscan", TSX:EET) and Endeavour Financial Corporation ("Endeavour", TSX:EDV) are pleased to announce that they have entered into a definitive arrangement agreement by which Endeavour will acquire all of the shares of Etruscan that Endeavour does not already own. Endeavour currently owns 55% of Etruscan and will acquire the remaining 45% of Etruscan via a court-approved plan of arrangement (the "Arrangement").

Under the Arrangement, Etruscan shareholders will receive total consideration of C$0.48 per Etruscan share comprised of C$0.26 in cash plus 0.0932 of an Endeavour share, representing a premium of 33% using the 20-day volume weighted average prices of Endeavour and Etruscan on the TSX for the 20 trading day period ending June 25, 2010.

The cash component of this transaction will utilize approximately C$43 million of Endeavour's US$100 million revolving Acquisition Facility announced on June 25, 2010.


The boards of directors of both Etruscan and Endeavour have approved the transaction. GMP Securities L.P. is acting as financial advisor to Endeavour on this transaction. The Arrangement is a related party transaction under Multilateral Instrument 61-101 ("MI61-101"). Accordingly, the board of Etruscan struck an independent committee (the "Special Committee") of directors to review the Arrangement. The Special Committee retained Blake, Cassels & Graydon LLP as its independent legal advisors and Haywood Securities Inc. as its independent financial advisor. On the basis of advice received from its advisors and receipt of a formal valuation and fairness opinion from its independent financial advisor, the Special Committee has determined that the Arrangement is fair, from a financial point of view, and in the best interest of Etruscan's minority shareholders. Accordingly, the Special Committee and the non-Endeavour related members of the Etruscan board of directors unanimously recommend that Etruscan shareholders vote in favour of the Arrangement.

Gerald McConnell, Chairman of Etruscan and Chairman of the Special Committee that reviewed the Arrangement on behalf of the Etruscan board, commented, "This transaction gives Etruscan shareholders the opportunity to participate directly in Endeavour's broader growth strategy in the gold sector through exposure to additional gold assets and financial resources."

Neil Woodyer, CEO of Endeavour, commented, "The premium offer to the Etruscan shareholders provides compelling value and allows participation in Endeavour's value creating gold strategy. Acquiring the 45% minority interest in Etruscan is an exciting progression of our gold strategy. We have been active shareholders of Etruscan since October 2009 and have been pleased with the quality of Etruscan's producing and exploration assets and its management and operating teams."


In addition to an immediate premium for Etruscan shares, payable in both cash and Endeavour shares, the Arrangement provides other benefits to the Etruscan shareholders, including:

    - Participation in a gold company with increased operating
      diversification and increased leverage to rising gold prices

        - 13.6% ownership of Endeavour on a pro forma basis
        - Exposure to Crew Gold's unhedged LEFA gold production and restarted
          exploration program

    - Significantly increased share liquidity

        - Endeavour has 14 times more daily-value traded than Etruscan, over
          the last 6 months

    - Combined, improved financial strength and access to finance

        - Endeavour has a US$100 million revolving Acquisition Facility
          recently provided by Unicredit AG that is available to fund new
          gold acquisitions or capital investments in present or potential
        - Endeavour's on-going operating revenue

    - Near-term valuation upside as Endeavour continues to grow as a gold

        - The growth and success of Endeavour's gold strategy is positioning
          Endeavour for inclusion in the gold producer peer group

    - Experienced company building and financing team with a successful
      growth strategy

        - Endeavour and its exclusive advisor, Frank Giustra of Fiore
          Financial Corporation, have launched and helped build numerous
          companies, including several gold producers that now rank among the
          leading intermediates in the sector
        - Endeavour, through its general merchant banking and advisory
          business, has the manpower, skills and market & industry
          intelligence to drive the growth of the gold business.


Endeavour's acquisition of Etruscan will be completed via a court-approved plan of arrangement under Nova Scotia law whereby:

    (a) each Etruscan shareholder will receive 0.0932 of an Endeavour share
        plus C$0.26 in cash for each Etruscan share;

    (b) each Etruscan warrant will be replaced with a new warrant entitling
        the holder to receive 0.0932 of an Endeavour share plus C$0.26 in
        cash on exercise of such warrant, at the same aggregate exercise
        price of the original Etruscan warrant, and otherwise on the same
        terms as the existing Etruscan warrant; and

    (c) each Etruscan option will be replaced with a new option entitling the
        holder to receive that number of Endeavour shares equal to the
        relative trading prices of Etruscan to Endeavour shares on the 5
        trading days leading up to the effective date of the Arrangement,
        with the exercise price adjusted on the same basis, and otherwise on
        the same terms as the existing Etruscan option.

A special meeting of Etruscan's shareholders is expected to be held in Halifax in August 2010 to obtain necessary shareholder approval including approval by greater than 50% of Etruscan shareholders (excluding Endeavour's 55% and shares held by Endeavour's affiliates) present in person or by proxy voting at the special meeting as required by MI61-101. The Arrangement Agreement requires Endeavour to apply to the TSX to list the replacement warrants issued in respect of currently listed Etruscan warrants. Endeavour's shares will remain the same and no action is required by its shareholders. Completion of the Arrangement is subject to the satisfaction of certain conditions, including the approval of the TSX, approval of the Etruscan shareholders and approval of the Nova Scotia Supreme Court. It is anticipated that the Arrangement will be concluded in the third calendar quarter of 2010. The Arrangement may be terminated if certain conditions are not met, with a termination fee payable in certain circumstances.

A management information circular containing details of the Arrangement is expected to be mailed prior to July 15, 2010.


On completion of the Arrangement, Endeavour will own 100% of Etruscan and 43.21% of Crew Gold Corporation ("Crew Gold"). Endeavour's gold operations will have the following profile:

    - The combined Youga and LEFA Mines will produce 350,000 ozs of annual
      production, with approximately 189,000 ozs attributable to Endeavour

        - 270,000 ozs from Crew Gold's LEFA Mine, Guinea, West Africa, based
          on Crew Gold's public guidance of 20,000 to 25,000 ozs per month
          averaged at 22,500 ozs per month.
        - 80,000 ozs from Etruscan's Youga Mine, Burkina Faso, West Africa,
          based on Etruscan's public guidance, of which 90% is attributable
          to Etruscan.

    - Etruscan and Crew Gold's combined gold resources (measured and
      indicated) are 6.5 million ozs, with approximately 3.9 million ozs
      attributable to Endeavour

        - Crew Gold's Measured and Indicated resources amount to 4.6 million
          ounces. Inferred resources amount to 0.59 million ounces
        - Etruscan's attributable Measured and Indicated resources amount to
          1.9 million ozs. Inferred resources amount to 0.80 million ounces

    - Etruscan and Crew Gold's combined gold reserves (proven and probable)
      are 4.0 million ozs, with approximately 2.3 million ozs attributable to

        - Crew Gold's Proven and Probable reserves amount to 3.0 million
        - Etruscan's Proven and Probable reserves amount to 1.0 million

The above resource and reserve estimates were derived from the public disclosure records of each of Crew and Etruscan. Further information regarding these estimates (including a presentation of the estimates broken down by each of the resource and reserve categories required by NI 43-101) is included in the appendix to this news release. Stephen Stine P.E., the Chief Operating Officer of Etruscan, is the Qualified Person overseeing Etruscan's production and development projects and Kirk Woodman, P.Geo., Etruscan's Chief Geologist, is the Qualified Person overseeing Etruscan's exploration projects. Both Mr. Stine and Mr. Woodman have reviewed this press release.

    CONFERENCE CALL - Wednesday, June 30, 2010 at 1pm Eastern / 10am Pacific

Gerald McConnell, Chairman of Etruscan and Neil Woodyer, CEO of Endeavour will host a special joint web cast and teleconference call on Wednesday, June 30, 2010 at 1pm Eastern time, 10am Pacific time to discuss the transaction. The web cast can be webcast by V-Call and can be accessed through Etruscan's website at www.etruscan.com and Endeavour's website at www.endeavourfinancial.com or by calling the operator at (201) 689-8567 or toll free 1-877-407-0782 prior to the scheduled start time.

About Etruscan Resources Inc.

Etruscan is a gold-focused Canadian mining company with dominant land positions in West Africa. Etruscan'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".

For additional information, please visit our corporate website, www.etruscan.com

About Endeavour Financial Corporation

Endeavour is a gold company with active, strategic investments in gold producing companies. Endeavour also has a merchant banking business that adds the manpower, skills and market & industry intelligence to drive the primary gold business. The merchant banking business offers financial advice (debt, equity, M&A and strategic business development) and financings to natural resource clients. Accessing its global industry networks, Endeavour creates and launches new growth companies as both an advisor and investor.

For additional information, please visit our corporate website, www.endeavourfinancial.com

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 Financial 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.



This press release references certain reserve and resource amounts for both Etruscan and Crew Gold. Mr. David Laing, a Qualified Person as defined under NI 43-101, has reviewed the disclosure contained in this news release on behalf of Endeavour. Mr. Laing is employed by Endeavour in the capacity of Director of Mining.

The tables below are extracted from Etruscan and Crew Gold's current public disclosure with respect to their NI 43-101 compliant reserves and resources. Additional information is available under Etruscan and Crew Gold's profiles at www.sedar.com

Crew Gold - Reserves

        Estimated mineral reserves on the LEFA Concession (31 August 2009)
                           Proven           Probable              Total
    Deposit            kt  g/t   k oz      kt  g/t  k oz      kt  g/t   k oz
    Lero-Karta     17,697  1.7    941   8,092  1.7   453  25,789  1.7  1,394
    Fayalala       21,822  1.2    844     566  1.2    21  22,388  1.2    865
    Kankarta        1,911  1.7    106     544  1.6    28   2,455  1.7    134
    Firifirini                          4,041  1.7   219   4,041  1.7    219
    Banko             334  3.2     34      34  2.7     3     368  3.2     37
    Folokadi          395  1.8     23   1,072  2.1    72   1,467    2     95
    Toume Toume                           258  1.5    12     258  1.5     12
     Pads           6,784  0.9    187   2,307  0.7    54   9,091  0.8    241
    TOTAL          48,943  1.4  2,136  16,914  1.6   862  65,858  1.4  2,998

Crew Gold - Resources

      Estimated mineral resources on the LEFA Concession (31 August 2009)

                                  Measured                   Indicated
    Deposit                kt      g/t      k oz         Kt      g/t    k oz
    LEFA Corridor
    Lero-Karta         26,819      1.4      1227     13,065      1.5     639
    Fayalala           46,390        1      1465      5,042        1     155
    Kankarta            2,844      1.4       129      1,171      1.3      48
    Firifirini          3,779      1.6       188      1,951      1.4      85
    Banko                 975      1.9        58        446      1.3      18
    Folokadi              545      1.5        27      1,746      1.7      93
    Toume Toume           218      1.4        10        497      1.3      21
    Sanou Kono                                        1,629      1.2      60
    Stockpiles          6,801      0.9       197
    Heap Leach                                        2,313      0.8      57
    Sub-total          88,371      1.2     3,300     27,860      1.3   1,177
    Banora              2,196      1.7       119        598      1.5      29
    Dar Salaam
    Diguili North
    Banora West
    Sub-Total           2,196      1.7       119        598      1.5      29
    TOTAL              90,567      1.2     3,419     28,458      1.3   1,206

                         Measured + Indicated           Inferred      Cutoff
                         kt      g/t     k oz      kt     g/t    k oz    g/t
    LEFA Corridor
    Lero-Karta       39,884      1.4     1866   2,784     1.3     117    0.5
    Fayalala         51,432        1     1620   3,877     1.1     132    0.5
    Kankarta          4,015      1.4      177      99     1.3       4    0.5
    Firifirini        5,730      1.5      273   1,084     1.6      54    0.5
    Banko             1,421      1.7       76     223     0.9       6    0.4
    Folokadi          2,291      1.7      120     689       2      45    0.4
    Toume Toume         715      1.3       31     512     1.3      22    0.5
    Sanou Kono        1,629      1.2       60                            0.7
    Stockpiles        6,801      0.9      197
    Heap Leach        2,313      0.8       57
    Sub-total       116,231      1.2    4,477   9,268     1.3     380
    Banora            2,794      1.7      148     330     1.6      17    0.7
     Bougoufe                                     273     2.1      18    0.8
    Dar Salaam                                    522     1.1      18    0.8
    Diguili North                               1,782     1.4      78    0.8
    Banora West                                   432     1.5      21    0.8
    Hansaghere                                    511     1.1      18    0.8
    Sikasso                                       584     1.4      26    0.8
    Solabe                                        371     1.5      18    0.8
    Sub-Total         2,794      1.7      148   4,805     1.4     214
    TOTAL           119,025      1.2    4,625  14,073     1.3     594

    1. Mineral resources are not mineral reserves and do not have
       demonstrated economic viability. The estimate of mineral resources may
       be materially affected by environmental, permitting, legal, title,
       socio-political, marketing, or other relevant issues.
    2. The quantity and gold grade of reported inferred resources in this
       estimation are uncertain in nature, and there has been insufficient
       exploration to define these Inferred resources as an Indicated or
       Measured mineral resource. Further exploration drilling is required to
       determine whether they can be upgraded to an Indicated or Measured
       mineral resource category.
    3. The Measured and Indicated Mineral Resources are inclusive of those
       Mineral Resources modified to produce Mineral Reserves.

The information regarding Crew Gold's resources and reserves has been derived from the report titled "Disclosure of Mineral Resources and Reserves, Lefa Gold Mine, Northeast Guinea Technical Report Update" dated November 2009 by Messrs. Neil Hepworth, Edgar Urbaez, Kevan Walton, and Nicolas Johnson which is available under Crew Gold's profile at www.sedar.com

    Etruscan Resources
    Reserves and Resources
    Updated as of December 31, 2009

    Reserves (oz) - Gold

                                                        Proven &       Price
    Project                       Proven    Probable    Probable        (USD)
    Youga(1)                     280,000     193,000     474,000      US$700
    Total Attributable - 90%     252,000     174,000     427,000
    Agbaou(2)                                731,000     731,000    US$1,000
    Total Attributable - 85%                 621,000     621,000
                       Total     280,000     924,000   1,205,000

          Total Attributable     252,000     795,000   1,048,000

    Resources (oz) - Gold

                                          Measured &
    Project         Measured   Indicated   Indicated    Inferred      Cutoff
    Youga(1) -
     Total           302,605     406,165     708,770     111,386     0.5 g/t
    Attributable -
     90%             272,000     366,000     638,000     100,000
    Agbaou(2) -
     Total                     1,015,000   1,015,000     272,000     0.5 g/t
    Attributable -
     85%                         862,750     862,750     231,200
    Finkolo(3) -
     Total           242,000     445,000     687,000     301,000     0.5 g/t
    Attributable -
     40%              96,800     178,000     274,800     120,400
    Youga Satellite
     (4,5) - Total               128,000     128,000      62,000     0.5 g/t
    Attributable -
     90%                         115,200     115,200      55,800
    Ouare(6) -
     Total                                               323,000     0.5 g/t
    Attributable -
     90%                                                 290,700
              Total  544,605   1,994,165   2,538,770   1,069,386

       Attributable  368,800   1,521,950   1,890,750     798,100

    (1) Youga Mining Study - October 2006 Update, Youga Gold Project, Burkina
        Faso, West Africa, dated October 2006, prepared by RSG Global (Pty)
        Ltd. and MDM Ferroman (Pty) Ltd. dated May 2009, updated by Etruscan
        as of December 2009
    (2) Feasibility Study Report on the Agbaou Gold Project, Cote d'Ivoire,
        West Africa for Etruscan Resources Inc, dated November 2008, prepared
        by MDM Engineering International Ltd. and Coffey Mining Pty Ltd.
        updated by MDM Engineering International Ltd., September 2009
    (3) Technical Report, Tabakoroni Gold Deposit, Mali, West Africa, dated
        July 31, 2009 prepared by K. Kirk Woodman, P. Geo.
    (4) Nanga Deposit, Etruscan Internal Resource Estimate, dated May 2008,
        prepared by A. Mouton, P.Geo.
    (5) Tail Deposit, Etruscan Internal Resource Estimate, dated November
        2008, prepared by A. Mouton, P.Geo.
    (6) Ouare Deposit, Etruscan Internal Resource Estimate, dated September
        2008, prepared by A. Mouton, P.Geo.

For further information: For further information: ETRUSCAN: Renmark Financial Communications Inc.: Maurice Dagenais, mdagenais@renmarkfinancial.com; Barry Mire, bmire@renmarkfinancial.com, Tel: (514) 939-3989 or (416) 644-2020; Etruscan Resources Inc.: Dr. Sally Eyre, President and CEO, Tel: (902) 832-6700, seyre@etruscan.com; ENDEAVOUR: Bill Koutsouras, Executive Vice President and CFO, +377 97 98 7130, bkoutsouras@endeavourfinancial.com; Stephen Roberts, Director - Investor Relations & Business Development, (604) 609-6130, sroberts@endeavourfinancial.com; Vanguard Shareholder Solutions: 1-866-341-4111, (604) 608-0824, investor@endeavourfinancial.com

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