THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES.


European Minerals Corporation ("EMC") (TSX:EPM)(AIM:EUM) and Lero Gold Corp.
("Lero") (TSX VENTURE:LER) are pleased to announce the signing of a definitive
business combination agreement pursuant to which EMC will acquire all of the
outstanding common shares of Lero in exchange for common shares of EMC.


The business combination is to be effected via a plan of arrangement (the
"Arrangement"), as described in the companies' joint news release of 18 April
2008 (the "Initial Release"). Under the Arrangement, Lero shareholders will
receive one common share of EMC for each one common share of Lero held. Warrant
and option holders of Lero will be entitled to receive one common share of EMC
upon the due exercise of each such warrant or option.


In addition to signing the definitive business combination agreement:

a) Lero closed its Cdn$66 million equity financing on 8 May 2008 (see Lero press
release dated 8 May 2008);


b) EMC and Lero have closed the US$25 million interim loan from Lero to EMC as
described in the Initial Release, which allowed EMC to repay the US$5 million
bridge loan from Endeavour Mining Capital Corp; and


c) the parties have received an Interim Order of the Supreme Court of British
Columbia to, among other things, authorise and direct that a meeting of Lero
shareholders be convened to consider and, if thought fit, approve the
Arrangement.


The Lero shareholder meeting to consider the Arrangement has been scheduled for
9:00a.m. in Vancouver, Canada on 10 June 2008. An information circular in
respect of that meeting, along with the business combination agreement, will be
mailed to Lero shareholders and posted on www.sedar.com.


The Arrangement requires the approval by two-thirds of Lero shareholders voting
at the meeting. The Arrangement also requires a Final Order of the Supreme Court
of British Columbia, which will be applied for immediately following the
meeting, provided the requisite shareholder and stock exchange approvals have
been obtained.


After completion of the Arrangement it is expected that current EMC shareholders
will own approximately 67% of the combined company and current Lero shareholders
will own approximately 33%, calculated on a non-diluted basis.


Endeavour Financial International Corporation is acting as the exclusive
financial advisor to EMC and its legal counsel is Macleod Dixon LLP. Canaccord
International Limited is acting as financial advisor to Lero and its legal
counsel is McCullough O'Connor Irwin LLP. Additional advisory services,
including the provision of a fairness opinion, are being provided to Lero by PI
Financial Corp.


EMC Overview

EMC is a mineral exploration and development company focused on identifying,
acquiring and developing resource projects. Its principal asset is the
Varvarinskoye Gold-Copper deposit located in Kazakhstan and held by its
wholly-owned subsidiary, JSC Varvarinskoye. EMC has already poured gold and
produced gold-copper concentrate at Varvarinskoye and is currently ramping up
the throughput of ore in the process plant and expects to reach commercial
production in Q3 2008. Additional information, including details of the
resources and reserves of EMC, is available at www.SEDAR.com.


Lero Overview

Lero is a base and precious metal exploration company which is currently
exploring and developing advanced stage gold and base metal assets in the Tien
Shan metallogenic belt in Kyrgyzstan and the Rudny Altai metallogenic belt in
Kazakhstan. The two licence areas currently being explored are the Talas licence
area comprising Korgontash, Kentash, Taldybulak, and the Barkol licences in
north-western Kyrgyzstan and the Tokhtazan licence area comprising the Akdzhol
and Tokhtazan licences in south-western Kyrgyzstan. In Kazakhstan, Lero is
exploring the Karchiga licence area, located in the east of the country.
Additional information relating to Lero is available at www.SEDAR.com.


Forward-Looking Information - This news release contains or refers to
forward-looking information. All statements, other than statements of historical
fact, that address activities, events or developments that EMC and Lero
believes, expect or anticipate will or may occur in the future are
forward-looking information. Such forward-looking information includes
statements contained in this news release regarding the completion of the
Acquisition, targets, estimates and/or assumptions in respect of future annual
production of gold and copper, costs, commodity prices, mineral resources and
reserves, timing of commencement and completion of "hot" commissioning and
commencement of operations, potential mineralization and future exploration,
development and operational plans and objectives (including delineating
additional mineral resources). This forward-looking information reflects the
current expectations or beliefs of EMC and Lero based on information currently
available to them.

Forward-looking information is subject to a number of risks and uncertainties
that may cause the actual results of EMC and Lero to differ materially from
those discussed in the forward-looking information, and even if such actual
results are realised or substantially realised, there can be no assurance that
they will have the expected consequences to, or effects on EMC and/or Lero.
Factors that could cause actual results or events to differ materially from
current expectations include, but are not limited to: the grade and recovery of
ore which is mined varying from estimates; capital and operating costs varying
significantly from estimates; inflation; changes in exchange rates; fluctuations
in commodity prices; delays in the development or commissioning of, and the
commencement of operations at, EMC's Varvarinskoye Project caused by
unavailability of equipment, labour or supplies, weather and climatic
conditions, delays in the delivery and installation of plant and equipment or
otherwise; termination or suspension of EMC's current debt facility; failure of
Lero to raise the funds necessary to complete the Acquisition; the failure of
EMC and Lero to negotiate the terms under which funds are to be advanced as
contemplated herein or to negotiate definitive agreements; delays in obtaining
or failure to obtain required regulatory and shareholder approvals; uncertainty
of the outcome of any litigation; inability to delineate additional mineral
resources or reserves; and other factors. Any forward-looking information speaks
only as of the date on which it is made and, except as may be required by
applicable securities laws, EMC and Lero disclaim any intent or obligation to
update any forward-looking information, whether as a result of new information,
future events or results or otherwise. Although EMC and Lero believes that the
assumptions inherent in the forward-looking information are reasonable,
forward-looking information is not a guarantee of future performance and
accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein.


Lero Gold Corp (TSXV:LER)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024 Lero Gold Corp 차트를 더 보려면 여기를 클릭.
Lero Gold Corp (TSXV:LER)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024 Lero Gold Corp 차트를 더 보려면 여기를 클릭.