Update of Proposed Adamus Resources Limited Scheme of Arrangement for Merger with Endeavour Mining Corporation
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
