13:42:33 EDT Fri 19 Aug 2022
Enter Symbol
or Name

Endeavour Mining Corp
Symbol EDV
Shares Issued 59,040,392
Close 2016-04-20 C$ 15.04
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Endeavour Mining holders approve merger with True Gold

2016-04-21 14:20 ET - News Release

Mr. Neil Woodyer reports


At its special shareholder meeting held today, Endeavour Mining Corp. shareholders approved the issuance of up to 18,945,248 new shares to shareholders of True Gold Mining Inc. as previously announced in connection with the True Gold plan of arrangement. Similarly, True Gold shareholders approved the arrangement at a special meeting held today.

Neil Woodyer, chief executive officer of Endeavour, stated: "The board would like to thank Endeavour's shareholders for their continued strong support. We look forward to closing the True Gold transaction next week and expect them swiftly to integrate the Karma mine into our portfolio. Following the first gold pour last week, the operational ramp up is progressing well and commercial production is scheduled to begin in June. We expect to communicate our updated production guidance for 2016, inclusive of Karma, with our second quarter results."

The closing, and effective date of the arrangement, is expected to occur on April 26, 2016. The arrangement is subject to final approval by the TSX Venture Exchange and the Supreme Court of British Columbia. The hearing for the final order to approve the arrangement is scheduled to take place on April 22, 2016. On closing of the arrangement, True Gold shareholders will receive 0.044 of an Endeavour common share for each True Gold common share held.

At the special shareholder meeting, Endeavour shareholders also approved: (i) the issuance of up to 1,642,736 new shares to La Mancha Holding SARL, in addition to the up to 5,904,039 new shares being issued to La Mancha pursuant to its anti-dilution right for proceeds of $82.6-million, as well as (ii) the increase in the authorized share capital, as set out in Endeavour's management information circular dated March 15, 2016, which is available on SEDAR.

The total votes received at the special shareholder meeting, being 34,437,995, represent 58.31 per cent of Endeavour's issued and outstanding ordinary shares.

Details of the vote are set out in the attached table.

Resolutions                                 Votes for    % for   Votes against   % against

Plan of arrangement with True Gold         34,376,768   99.82%          61,227       0.18%    
La Mancha placement (1)                    16,664,262   99.60%          67,576       0.40%    
Increase in the authorized share capital   34,215,232   99.35%         221,304       0.64%    

(1) As an interested party, La Mancha did not vote on this resolution.

We seek Safe Harbor.

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