|October 18, 2012|
Endeavour Mining Closes Avion Acquisition and Announces New Board Members
Vancouver, October 18, 2012 - Endeavour Mining Corporation ("Endeavour") (TSX:EDV, ASX:EVR, OTCQX:EDVMF) through its wholly-owned subsidiary Endeavour Gold Corporation ("Endeavour Gold"), has acquired control and direction over 139,971,947 common shares of Avion Gold Corporation ("Avion"), representing 100% of the issued and outstanding common shares of Avion, pursuant to the completion of a court approved plan of arrangement (the "Arrangement"), the details of which are disclosed in the Management Information Circular of Avion dated September 12, 2012.
Under the terms of the amended and restated arrangement agreement (the "Restated Arrangement Agreement") dated September 5, 2012 between Endeavour, 0947263 B.C. Unlimited Liability Company ("Endeavour SubCo"), Endeavour Gold and Avion, and further amended by an amending agreement dated October 4, 2012 (the "Second Amending Agreement"), the former Avion shareholders received either 0.365 of an ordinary share of Endeavour (an "Endeavour Share") or, if validly elected, 0.365 of an Exchangeable Share for each Avion Share held. Each Exchangeable Share is exchangeable for one Endeavour Share. The closing trading price of an Endeavour Share on the TSX on October 17, 2012, the date prior to the effective date of the Arrangement, was CDN$2.50.
Endeavour, through Avion, Endeavour Gold or Endeavour SubCo, is expected to acquire ownership or control or direction over the Exchangeable Shares upon exchange of such shares by the holders thereof.
As of October 18, 2012, following completion of the Arrangement, there are 407,512,369 issued and outstanding Endeavour Shares, which is inclusive of the 22,083,653 Endeavour Shares underlying the Exchangeable Shares issued on closing.
Board of Directors and Management Update
In line with the growth of the business, Endeavour has expanded its board from seven to eight directors. John Begeman, the CEO and President of Avion and James H. Coleman, Q.C., the former Chairman of Avion, have been appointed as new directors of Endeavour. In order to facilitate these appointments, Martin Reed has resigned from the Endeavour Board. The Endeavour Board wishes to express its gratitude to Mr. Reed for his valued contribution since joining the Endeavour Board in December 2011.
Mr. Begeman is a Professional Mining Engineer with over 30 years of mining experience and is currently the President and Chief Executive Officer of Avion. Mr. Begeman has also served as an officer of other public companies including Chief Operating Officer of Zinifex Canada Inc. (formerly Wolfden Resources Inc.) from January 2006 to May 2008, and Vice President, Western Operations of Goldcorp Inc. from May 2000 to January 2006. Mr. Begeman holds a Bachelor of Science degree in Mining Engineering, a Master of Science degree in Engineering Management and an MBA.
Mr. Coleman was formerly the Chairman of Avion, is a senior partner at Norton Rose LLP and was a former Chairman of Macleod Dixon LLP. He has extensive experience in the energy and resource sectors having been involved in banking, corporate and securities transactions throughout the world, including Africa. He has chaired various independent committees of public companies relating to corporate governance and securities matters. Mr. Coleman received his LL.B from Dalhousie University and a Bachelor of Business Administration from Saint Francis Xavier University. In 2009 and 2010, Mr. Coleman was honoured as a "Best Lawyer in Canada, Natural Resources".
In addition to the Chairman, Michael Beckett, Endeavour's board of directors is now comprised of the following members: Neil Woodyer, Jorge Gamarci, Wayne McManus, Mark Connelly, Dr. Antony Harwood, John Begeman and James Coleman.
Endeavour is also pleased to announce, effective October 29, 2012, that Morgan Carroll will be appointed as General Counsel and Corporate Secretary. Mr. Carroll joined Endeavour in 2008 and is an attorney in the State of New York, and a solicitor in England & Wales. Prior to joining Endeavour, Mr. Carroll spent seven years practicing law in the finance group at Mayer Brown International LLP in London and New York.
The TSX will disseminate a notice announcing the delisting of the Avion common shares in due course. Registered Avion shareholders should send their completed and executed letters of transmittal and Avion share certificates to the depository, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled to under the Arrangement. If you held your Avion shares through a broker or other intermediary, please contact your nominee for instructions.
A report respecting this acquisition will be filed under Avion's profile on SEDAR and will be available for viewing at www.sedar.com.
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, expansion and construction, 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. Please refer to Avion's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Avion and its business.
For additional information, contact:
Vice President - Investor Relations
+1 604 609 6117
UK/Europe: Bobby Morse
+44 20 7466 5000
Australia: David Ikin
Professional Public Relations
+61 8 9388 0944
You can view the Next News Releases item: Wed Nov 7, 2012, Endeavour Mining To Release Q3 Results On November 14, 2012
You can view the Previous News Releases item: Fri Oct 12, 2012, Endeavour Mining Shareholders Approve Avion Acquisition to Grow Gold Production
You can return to the main News Releases page, or press the Back button on your browser.