|October 01, 2012|
Endeavour Mining Announces ISS and Glass Lewis Recommend in Favour of Avion Acquisition
Vancouver, October 1, 2012 -- Endeavour Mining Corporation ("Endeavour") (TSX:EDV, ASX:EVR, OTCQX:EDVMF) reported today that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), two leading independent proxy firms have both recommended that Endeavour shareholders vote FOR the resolution approving the issuance of Endeavour shares in connection with the acquisition of Avion Gold Corporation ("Avion") (TSX:AVR, QTCQX: AVGCF).
ISS summarized their recommendation as follows: "in light of the strategic rationale, the low termination fee, and Endeavour's proven track record of transaction experience, a vote FOR the issuance of shares in connection with the acquisition of Avion Gold Corporation is warranted." Glass Lewis noted that "Financially, each of the analyses that we reviewed generally suggest that the proposed consideration is financially fair and reasonable to the Company and its shareholders."
Endeavour's board of directors have recommended that shareholders vote their proxy in favour of the resolution approving the issuance of Endeavour shares in connection with the acquisition of Avion. A special meeting of shareholders has been scheduled for 10:00 a.m. (Monaco time) on Friday, October 12, 2012.
All proxies must be received by 10:00 a.m. (Monaco time) on Wednesday, October 10, 2012. Endeavour's CDI holders must return their completed voting instruction form to CHESS Depositary Nominees Pty Ltd. by no later than October 9, 2012, at 10:00 a.m. (WST). This deadline has been set to allow CHESS sufficient time to collate the votes of CDI holders and submit them to Endeavour prior to the meeting.
Shareholders are encouraged to review the Management Information Circular dated September 10, 2012, which provides details concerning the acquisition together with detailed information concerning the resulting combined entity. An electronic copy of the circular is available on SEDAR at www.sedar.com and on the ASX website at www.asx.com.au and on Endeavour's website at www.endeavourmining.com/i/pdf/2012-09-10_InfoCirc.pdf.
The closing of the arrangement is subject to court approval, regulatory approval and other customary closing conditions. The arrangement is also subject to the approval of the Avion shareholders at a special meeting which has also been called for October 12, 2012.
Endeavour shareholders who have questions or require assistance voting your shares may contact Endeavour's proxy solicitation agents:
The Laurel Hill Advisory Group, by email at email@example.com or by telephone atAbout ISS
ISS Governance Services' experienced research team provides comprehensive analyses of proxy issues and complete vote recommendations for more than 40,000 meetings in over 100 worldwide markets. More than 200 analysts, fluent in 25 languages, cover every holding within a client's portfolio in both developed and emerging markets.
About Glass, Lewis & Co.
Founded in 2003, Glass, Lewis & Co. is a leading U.S., independent, governance analysis and proxy voting firm, serving institutional investors globally that collectively manage more than US$15 trillion in assets.
About Endeavour Mining Corporation
Endeavour is a gold producer delivering growth. Endeavour owns two gold mines producing approximately 200,000 ounces per year in Ghana and Burkina Faso that are generating significant operating cash flows to fund exploration and development growth. In addition to upside potential at its current operations, Endeavour's third gold mine, Agbaou in Côte d'Ivoire, has entered the construction phase for an additional 100,000 ounces per year starting in Q1 2014. Endeavour has a strong financial base from which to invest in long-term operational growth, exploration to replace and increase reserves, and funding for acquisitions.
On August 7, 2012, Endeavour announced a definitive agreement to acquire Avion Gold (TSX:AVR) to become one of the largest West African gold mining companies with three producing mines, a fourth mine currently in construction, and an attractive pipeline of exploration and resource development properties. The Avion transaction is expected to close in October 2012.
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.
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