Update of Proposed Adamus Resources Limited Scheme of Arrangement for Merger with Endeavour Mining Corporation
09 11월 2011 - 9:42PM
PR Newswire (Canada)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES PERTH, Western Australia, Nov.
10, 2011 /CNW/ - On 22 August 2011, Adamus Resources Limited
(Adamus) and Endeavour Mining Corporation (Endeavour) announced
their intention to merge through an all-stock merger of equals, to
be implemented as a scheme of arrangement under the Corporations
Act 2001 (Cth) (Scheme). On 25 October 2011, Adamus dispatched the
scheme booklet setting out important information in relation to the
Scheme and Merger (Scheme Booklet). Adamus notes that Endeavour has
today announced the sale of its Debt Finance and related M&A
advisory business (the Advisory Business). The full
announcement made by Endeavour is attached (see
http://cnw.ca/8Mud5). Endeavour has confirmed to Adamus that the
Advisory Business is an immaterial non-core asset, and the
consideration to be received by Endeavour for the sale of the
Advisory Business has been negotiated on commercial arms length
terms. The Independent Expert, Ernst & Young, has considered
Endeavour's sale of the Advisory Business and confirmed to Adamus
that they agree it is an immaterial non-core asset that is being
divested. Accordingly, the Independent Expert has confirmed
the sale of the Advisory Business will not affect their opinion,
which remains, that the Merger is in the best interests of Adamus
shareholders. Based on the information provided to Adamus by
Endeavour and confirmation from the Independent Expert that their
opinion has not changed, and in accordance with section 12.26 of
the Scheme Booklet, the Adamus Board considers that the sale of the
Advisory Business by Endeavour is not a significant new matter that
has arisen that would have required to be included in the Scheme.
In the absence of a superior proposal, the Directors of Adamus
unanimously recommend that Adamus shareholders vote in favour of
the Scheme and the Directors advise that they intend to vote all
Adamus shares held by them in favour of the Scheme. ADAMUS
RESOURCES LIMITED (signed) Ian Cunningham COMPANY SECRETARY Neither
TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release. Adamus Resources Limited CONTACT: Ian Cunningham, Company
Secretary at +61 8 9322 5943
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