Federal Court of Australia Orders Convening of the Scheme Meeting
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PERTH, Western Australia, Oct. 21, 2011 /CNW/ - On 22 August 2011, Adamus Resources Limited
('Adamus') and Endeavour Mining Corporation ('Endeavour') announced they had entered into a definitive Merger Implementation Agreement to combine through an all-stock merger of equals transaction creating a new growth focused West African gold producer. The merger of Adamus and Endeavour is to be implemented by way of a Scheme of Arrangement ('Scheme') between Adamus and its shareholders.Today the Federal Court of Australia approved the issue of the Adamus Scheme Booklet and ordered the convening of a meeting of shareholders of Adamus to consider the Scheme ('Scheme Meeting'). The Scheme Meeting will be held at 10.00am on 28 November 2011 at the Heritage Boardroom, The Melbourne Hotel, Cnr Hay and Milligan Streets, Perth, Australia. Adamus' Annual General Meeting will be held on the same date, at 10.30am or immediately following the Scheme Meeting, whichever is later.
Under the Scheme, Adamus shareholders will receive 0.285 Endeavour shares (in the form of CHESS Depositary Interests or shares) for each Adamus share they hold(1) on the record date, which is expected to be 12 December 2011.
The Scheme Booklet
The Scheme Booklet, a copy of which will be released to ASX and SEDAR and available on Adamus' website, will be dispatched to Adamus shareholders on or about 25 October 2011.
Adamus shareholders should carefully read the Scheme Booklet in its entirety and the materials accompanying it before deciding whether or not to vote in favour of the Scheme.
Directors' Recommendation and Support
The Adamus Directors have carefully considered the Scheme and unanimously recommend that, in the absence of a superior proposal, Adamus shareholders vote in favour of the Scheme. Each of the Adamus Directors intends to vote all Adamus shares held by them in favour of the Scheme.
Independent Expert
The Independent Expert, Ernst & Young, has concluded that the Scheme is in the best interests of Adamus shareholders. The Independent Expert's Report is contained in Annexure A of the Scheme Booklet.
Adamus Shareholder Information Line
If shareholders have any questions about the Merger, the Scheme or the Scheme Meeting, they should contact the Adamus Shareholder Information Line between 8.30am-7.30pm (Sydney time), or 5.30am-4.30pm (Perth time), Monday-Friday:
-- in Australia by telephone at 1800 828 558; or
-- outside of Australia by telephone at 61 2 8280 7215,
or consult your legal, investment, taxation or other professional adviser.
ADAMUS RESOURCES LIMITED
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.
(1) Ineligible Adamus Shareholders will have the Endeavour shares they would otherwise receive under the Scheme issued to a nominee for sale.
Adamus Resources Limited
CONTACT: Mark Connelly - Managing Director / CEO
61 8 9322 5943
email: info@adamusresources.com.au
For media enquiries contact:
David Ikin - Professional Public Relations
61 8 9388 0944
email: david.ikin@ppr.com.au
