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ENDEAVOUR COMPLETES ACQUISITION OF 100% OF ETRUSCAN TO BECOME OPERATING GOLD PRODUCER
Toronto Stock Exchange: EDV
GEORGE TOWN, Grand Cayman, Sept. 10 - Endeavour Financial Corporation ("Endeavour") is pleased to announce that Endeavour and Etruscan Resources Inc. ("Etruscan") concluded the arrangement today by which Endeavour acquired all of the shares of Etruscan that Endeavour did not already own (the "Arrangement"). Effective today, Endeavour owns 100% of the outstanding shares of Etruscan.
Neil Woodyer, Chief Executive Officer commented: "This transaction transforms Endeavour into a gold operating company and we are pleased to welcome Etruscan shareholders as shareholders of Endeavour. Endeavour is a gold company with unique resources and capabilities to grow into a significant intermediate gold mining company. As part of this transformation, Endeavour is proposing to change its name to Endeavour Mining Corporation at an Endeavour shareholders meeting on September 14, 2010."
Under the Arrangement, Etruscan shareholders (other than Endeavour and its affiliates) received CDN$0.26 in cash plus 0.0932 of an Endeavour share for each Etruscan share. Information was sent today to former Etruscan shareholders explaining how to exchange their Etruscan share certificates for cash and certificates for Endeavour common shares. Endeavour has issued 15,401,909 shares pursuant to the Arrangement and now has 113,266,237 shares outstanding.
It is strongly recommended that all former Etruscan shareholders return a completed letter of transmittal (or give instructions to their broker to do so, if their shares are registered in street form) as soon as possible, in order to receive their cash and share entitlements for their Etruscan shares.
Important Notice to U.S. Shareholders
Due to U.S. securities law considerations, Endeavour is not offering or distributing its securities in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States ("U.S. Holders"), except in very limited circumstances. U.S. Holders of Etruscan shares are not entitled to receive Endeavour shares and will instead receive the CDN$0.26 in cash plus the pro rata proceeds of the sale by Computershare Investor Services Inc. (the "Depositary") of the Endeavour shares that U.S. Holders would have been entitled to receive. The Depositary will effect the sale of all such Endeavour shares through the facilities of the Toronto Stock Exchange as soon as reasonably practicable. Endeavour will pay the costs and fees of the Depositary and brokers in connection with such sales. Payment to the U.S. Holders will be based on the average sale price received for such sales.
A letter of transmittal has been mailed today to all registered Etruscan shareholders and will also be available at Etruscan's profile at
or by contacting Endeavour or Etruscan directly. All U.S. Holders should return a completed letter of transmittal and the certificates formerly representing the Etruscan shares together with such other documentation, if any, as provided for in the letter of transmittal to the Depositary at the address specified in the Letter of Transmittal (or give instructions to their broker to do so, if their shares are registered in street form) as soon as possible, in order to receive their cash payment representing their pro rata interest in the proceeds from the sale of such Endeavour shares.
The securities discussed herein have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of any "U.S. Person" (as defined in Regulation S under the 1933 Act) or person in the United States absent such registration or an exemption from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, or to, or for the account or benefit of, a U.S. Person or person in the United States. For further information, such U.S. Holders are encouraged to refer to Etruscan's Management Information Circular dated July 17, 2010 and available at Etruscan's profile at
About Endeavour Financial Corporation
Endeavour is a gold producer. Endeavour also holds an extensive exploration land position and various advanced development stage gold projects. Endeavour has a strategy, supported by financial resources and management's company building expertise, to grow into an intermediate gold producer through strategic acquisitions.
The common shares of Endeavour are traded on the Toronto Stock Exchange under the symbol "EDV".
For additional information, please visit our corporate website,
On behalf of Endeavour Financial Corporation
Executive Vice President & Chief Financial Officer
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The foregoing information may contain forward-looking information relating to the future performance of Endeavour Financial Corporation. Forward-looking information, specifically, that concerning future performance, is subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties are detailed from time to time in the Corporation's filings with the appropriate securities commissions.
For more information, please contact:
Director, Investor Relations & Business Development
Vanguard Shareholder Solutions
Toll free: 1.866.341.4111
Endeavour International Corporation
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