Mr. Sebastien de Montessus of Endeavour Mining reports

ENDEAVOUR MINING TO ACQUIRE AVNEL TO FURTHER STRENGTHEN ITS HIGH-QUALITY PROJECT PIPELINE

Endeavour Mining Corp. and Avnel Gold Mining Ltd. have reached an agreement under which Endeavour will acquire Avnel in an all-share transaction for total consideration of approximately $122-million (U.S.) ($159-million (Canadian)). The terms of the transaction have been unanimously approved by the boards of directors of both companies.

Transaction highlights:

• Endeavour to acquire Avnel, which owns the Kalana gold project in Mali, in an all-share transaction:
  • Transaction values Avnel at $122-million (U.S.) ($159-million (Canadian)), representing a premium of 48 per cent to the closing price of Avnel's ordinary shares on the Toronto Stock Exchange on June 28, 2017, and a premium of 52 per cent to Avnel's 20-day trailing volume-weighted average price on the same date.
  • With robust project economics, the transaction will be value accretive on a net asset value basis to Endeavour shareholders.
  • The boards of directors of both Endeavour and Avnel have unanimously approved the transaction.
  • Transaction is expected to close in September, 2017.
• Adding the Kalana gold project strengthens Endeavour's construction pipeline following the completion of the Hounde and Ity CIL (carbon-in-leach) projects and leverages its operational synergies in the region.
• Kalana is a high-quality project that fits Endeavour's strategic portfolio criteria:
  • Feasibility-stage project based on a 1.2-million-tonne-per-annum CIL plant and a single open pit with proven and probable reserves of nearly 2.0 million ounces at 2.8 grams per tonne 18-year mine life, with expected annual production of 148,000 ounces at an average all-in sustaining cost of $561 (U.S.) per ounce over the first five years, based on the optimization scenarios pursued by Avnel.
  • The same optimization scenarios, if adopted, could provide an after-tax net present value of 5 per cent of $321-million (U.S.) and an after-tax internl rate of return of 50 per cent based on a gold price of $1,200 per ounce.
  • Endeavour intends to redesign and optimize the current feasibility study and anticipates expanding the plant capacity, which would increase the average annual production and shorten the mine life based on current reserves.
  • Endeavour also intends to launch a new exploration program to capture additional potential.

Avnel holds an 80-per-cent interest in the Kalana gold project in Mali and holds significant exploration permits in the surrounding area. Kalana is a fully permitted feasibility-stage project based on a 1.2-million-tonne-per-annum carbon-in-leach plant and a single open-pit constrained reserve of approximately 2.0 million ounces grading 2.8 grams per tonne. According to the feasibility study, it has an 18-year mine life and an expected production of 101,000 ounces per year at an average all-in sustaining cost of $784 per ounce (with 148,000 ounces on average during the first five years at an average AISC of $589 per ounce). The initial capital cost is forecast at $196.3-million, and Kalana demonstrates robust economics with an after-tax NPV, discounted at 5 per cent of $257-million, an after-tax IRR of 38 per cent and a payback of 1.2 years based on a gold price of $1,200 per ounce (1).

Avnel has pursued optimization scenarios that, if adopted, could provide Kalana with an after-tax NPV, discounted at 5 per cent, of $321-million (U.S.)and an after-tax IRR of 50 per cent. In addition, such optimization scenarios could reduce average AISC to $730 (U.S.) per ounce over the 18-year mine life and to $561 (U.S.) per ounce over the first five years. Endeavour expects to take advantage of its construction expertise, operating synergies and exploration experience to redesign and optimize the current feasibility study, which is expected to increase the annual production profile and improve the project economics.

Sebastien de Montessus, president and chief executive officer, said: "We are delighted to have reached this agreement with Avnel. We believe that Kalana fits well within our strategy of building a high-quality portfolio of long-life, low-AISC assets with exploration upside. Furthermore, this acquisition expands our footprint in Mali and reinforces our project pipeline, which will allow us to continue to leverage our in-house construction expertise.

"Kalana adds a third high-quality project to our portfolio, which we intend to develop following the completion of our Hounde and Ity CIL projects. In the interim, we look forward to optimizing the current feasibility study, which should unlock further value for both Endeavour and Avnel shareholders, as well as benefiting our partners, the State of Mali and the local communities around Kalana."

Howard Miller, chairman and chief executive officer of Avnel, said: "This transaction with Endeavour will deliver many benefits to all our stakeholders. Avnel's shareholders will receive an immediate premium and benefit from the Kalana project being part of a diversified West African gold producer with significant growth potential and an experienced operational team. With a strong track record of successfully building mines on time and on budget in West Africa, we are confident that Endeavour is the ideal partner to develop Kalana. As such, this transaction will benefit our shareholders, the local community and our partners in the Malian government."

A compelling transaction for all shareholders

Benefits For Endeavour shareholders:

• Kalana is a high-quality project that fits Endeavour's strategic portfolio criteria of having assets with the potential to:
  • Produce more than 150,000 ounces per year;
  • Produce at an AISC of below $850 per ounce;
  • Have a mine life of above 10 years with significant further exploration potential.
• Following the completion of the Hounde and Ity CIL projects, Kalana will become the next priority in Endeavour's development pipeline and will benefit from Endeavour's proven construction expertise.
• There is a potential to unlock further value at Kalana as the project is advanced.
• Endeavour's West African presence will benefit Kalana and provide opportunities to draw on operating synergies in a country where Endeavour already has a producing mine, in addition to leveraging corporate synergies.
• With already robust economics, the transaction is value accretive on a net asset value basis to Endeavour shareholders.

Benefits For Avnel shareholders:

• Delivers a significant premium for their current investment in Avnel;
• Provides Avnel shareholders with continued exposure to Kalana through their interest in Endeavour, providing access to an experienced management team with a proven record of building and operating mines in West Africa;
• Gives Avnel shareholders exposure to Endeavour's financial strength and flexibility to develop Kalana;
• Avnel shareholders will benefit from diversifying their exposure from a single preconstruction asset in a single geography to a multiasset, multijurisdictional portfolio of high-quality assets;
• Avnel shareholders will also gain exposure to the value upside in Endeavour's growth portfolio, with material near-term development growth and exploration potential.

Summary of transaction

Endeavour will acquire 100 per cent of Avnel's issued and outstanding common shares under a court-sanctioned scheme of arrangement under Part 8 of the Companies (Guernsey) Law, 2008.

Under the terms of the scheme, Avnel shareholders will receive 0.0187 of an Endeavour share for each Avnel share held, which represents a value of 42 cents per share based on Endeavour's five-day volume-weighted average price ($22.58 per share) on the Toronto Stock Exchange on June 28, 2017, and a total transaction consideration of approximately $159-million ($122-million (U.S.)). This represents a premium of 48 per cent to the closing price of Avnel's ordinary shares on the TSX on June 28, 2017, and a 52-per-cent premium based on Avnel's 20-day trailing VWAP on the TSX for the period ended June 28, 2017.

The number of Endeavour shares to be issued under the scheme will be approximately seven million based on the issued and outstanding shares of Avnel as of the date of this announcement. Following the completion of the transaction, Endeavour will have approximately 103.6 million ordinary shares in issue, with former Avnel shareholders holding approximately 6.8 per cent of Endeavour's pro forma share capital.

BMO Capital Markets and Cormark Securities Inc. have provided opinions to the Avnel board of directors that as of the date of such opinions and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration to be received by the Avnel shareholders under the transaction is fair, from a financial point of view, to the Avnel shareholders (other than affiliates of Elliott Management Corp.).

The scheme has been unanimously approved by the boards of directors of Avnel and Endeavour and will be subject to, among other things, the favourable vote by a majority in number of the Avnel shareholders voting at the Guernsey court meeting, either in person or by proxy, representing at least 75 per cent in value of the Avnel shares voted.

Avnel's directors intend to recommend that Avnel shareholders vote in favour of the scheme, and directors holding shares have irrevocably undertaken to Endeavour to do so in respect of their holdings of, in aggregate, 1,000 Avnel shares. Fern Trust has irrevocably undertaken to vote in favour of the scheme in respect of its holdings of, in aggregate, 33,602,022 Avnel shares, representing 8.91 per cent of the existing issued ordinary share capital of Avnel as at the date of this announcement.

In addition to the irrevocable undertakings from the Avnel directors and Fern Trust, Endeavour has also received irrevocable undertakings from members of the Elliott group (and nominees), subject to certain exceptions, to vote in favour of the scheme in respect of their holdings of, in aggregate 238,839,089 Avnel shares, representing 63.35 per cent of the existing issued ordinary share capital of Avnel.

The total irrevocable undertakings represent 72.27 per cent of the existing issued ordinary share capital of Avnel as at the date of this announcement.

A copy of the arrangement agreement, the scheme circular (once published) and ancillary documents required to be filed with the Canadian securities regulatory authorities will be so filed and made available for viewing on the SEDAR website.

Closing of the transaction is subject to customary conditions, including shareholder approval, as well as sanction of the scheme by the Guernsey Royal Court.

Subject to the satisfaction of various conditions, including the receipt of the requisite approval of Avnel shareholders and sanction by the Guernsey Royal Court, the transaction is expected to close in September, 2017. Details concerning the review and approval process carried out by the special committee and the board of Avnel, together with a copy of the fairness opinions prepared by BMO Capital Markets and Cormark Securities, will be contained in a management information circular to be provided for the extraordinary general meeting of shareholders of Avnel. The Avnel management information circular is expected to be filed and mailed to Avnel shareholders in late July, 2017, and will be available on Avnel's website and on Avnel's SEDAR profile.

Qualified persons

Adriaan (Attie) Roux, PrSciNat, Endeavour's chief operating officer, has reviewed and approved the technical information in this news release relating to Endeavour, and Roy Meade, Avnel's president, has reviewed and approved the technical information in this news release relating to Avnel, except where noted otherwise. Both are qualified persons under National Instrument 43-101.

Advisers

Endeavour's financial adviser is Gleacher Shacklock LLP, and its legal advisers are Linklaters LLP, Stikeman Elliott LLP and Mourant Ozannes LP.

Avnel's financial advisers are BMO Capital Markets and Cormark Securities, and its legal advisers are Blake, Cassels & Graydon LLP, Berwin Leighton Paisner LLP and Carey Olsen.

About Endeavour Mining Corp.

Endeavour Mining is a Toronto Stock Exchange-listed intermediate gold producer, focused on developing a portfolio of high-quality mines in the prolific West African region, where it has established a solid operational and construction record.

Endeavour is ideally positioned as the major pure West African multioperation gold mining company, operating five mines across the Ivory Coast (Agbaou and Ity), Burkina Faso (Karma), Mali (Tabakoto) and Ghana (Nzema). Endeavour is currently building its Hounde project in Burkina Faso, which is expected to commence production in fourth quarter 2017 and to become its flagship low-cost mine with an average annual production of 190,000 ounces at an AISC of $709 (U.S.) per ounce over an initial 10-year mine life, based on reserves. The development of the Hounde and Ity CIL projects is expected to lift Endeavour's group production to more than 900,000 ounces per annum and decrease its average AISC to circa $800 per ounce by 2019, while exploration aims to extend all mine lives to more than 10 years.

About Avnel Gold Mining Ltd.

Avnel Gold is a TSX-listed gold mining, exploration and development company with operations in southwestern Mali in West Africa. The company's focus is to develop its 80-per-cent-owned Kalana Main project from a small underground mine into a low-cost, high-grade, open-pit mining operation. The company is also advancing exploration on several nearby satellite deposits on the 387-square-kilometre 30-year Kalana exploitation permit.

Technical information

Except where indicated, the disclosure of an economic, scientific or technical nature relating to Kalana contained in this release has been summarized or extracted from the feasibility study (as defined below) and the National Instrument 43-101 (standards of disclosure for mineral projects) technical report titled "NI 43-101 technical report on Kalana Main project," dated effective March 30, 2016, prepared by Snowden Mining Industry Consultants Pty. Ltd., Denny Jones Ltd., DRA Projects SA Pty. Ltd. and Epoch Resources Pty. Ltd. The feasibility study prepared by Snowden, Denny Jones, DRA and Epoch Resources and the Kalana technical report were prepared under the supervision of Allan Earl (executive consultant -- mining engineering -- of Snowden), Ivor Jones (executive consultant -- applied geosciences -- of Denny Jones), Glenn Bezuidenhout (principal process engineer of DRA), Sybrand van der Spuy (civil engineer of DRA), Guy Wiid (principal consultant -- tailings and waste rock facilities -- of Epoch Resources) and Stephanus (Fanie) Coetzee (principal consultant -- environmental and social -- of Epoch Resources), all of whom are independent qualified persons. Readers should consult the Kalana technical report to obtain further particulars regarding Kalana, which contains the Kalana Main project and the underground Kalana mine, plus a number of mineral exploration prospects. The Kalana technical report, which constitutes the current technical report for Kalana, was filed on SEDAR on May 6, 2016, and is available for review at SEDAR.

(1) Readers should refer to Avnel's press release dated Jan. 9, 2017, available on Avnel's website.

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