True Gold Mining

Published : April 21st, 2016

Endeavour and True Gold Shareholders Approve Acquisition Transaction

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Keywords :   Ghana | Gold Mine | Insurance | Mali | Monaco | Recovery | Tax | Vote |

Endeavour and True Gold Shareholders Approve Acquisition Transaction

April 21, 2016

View News Release in PDF Format

George Town, April 21, 2016 - Endeavour Mining Corporation ('Endeavour') (TSX: EDV) (OTCQX: EDVMF) is pleased to announce that at its special shareholder meeting held today, the company's shareholders approved the issuance of up to 18,945,248 new shares to shareholders of True Gold Inc. ('True Gold') (TSX-V: TGM) as previously announced in connection with the True Gold plan of arrangement (the 'Arrangement'). Similarly, True Gold shareholders have approved the Arrangement at a special meeting held today.

Neil Woodyer, CEO of Endeavour, stated: 'The Board would like to thank Endeavour's shareholders for their continued strong support. We look forward to closing the True Gold transaction next week and expect then swiftly to integrate the Karma mine into our portfolio. Following the first gold pour last week, the operational ramp-up is progressing well and commercial production is scheduled to begin in June. We expect to communicate our updated production guidance for 2016, inclusive of Karma, with our second quarter results.'

The closing, and effective date of the Arrangement is expected to occur on April 26, 2016. The Arrangement is subject to final approval by the TSX Venture Exchange and the Supreme Court of British Columbia whose hearing for the final order to approve the Arrangement is scheduled to take place on April 22, 2016. On closing of the Arrangement, True Gold Shareholders will receive 0.044 of an Endeavour common share for each True Gold common share held.

At the special shareholder meeting, Endeavour shareholders also approved (i) the issuance of up to 1,642,736 new shares to La Mancha Holding S.àr.l. ('La Mancha') in addition to the up to 5,904,039 new shares being issued to La Mancha pursuant to its anti-dilution right for proceeds of C$82.6 million, as well as (ii) the increase in the authorized share capital, as set out in Endeavour's management information circular dated March 15, 2016, which is available at www.sedar.com.

The total votes received at the special shareholder meeting, being 34,437,995, represent 58.31% of Endeavour's issued and outstanding ordinary shares.

Details of the vote are set out below:

Resolutions Votes For % For Votes Against % Against
1. Plan of Arrangement with True Gold 34,376,768 99.82% 61,227 0.18%
2. La Mancha Placement* 16,664,262 99.60% 67,576 0.40%
3. Increase in the authorized share capital 34,215,232 99.35% 221,304 0.64%

*As an interested party, La Mancha did not vote on this resolution.

Contact Information

About Endeavour Mining Corporation

Endeavour Mining is a TSX-listed intermediate gold mining company which operates 4 West African mines in Côte d'Ivoire, Mali, and Ghana. In 2016, it expects to produce between 535,000 and 560,000 ounces at an all-in sustaining cost of US$870 to US$920 per ounce, excluding the Karma mine (where the transaction with True Gold is expected to close at the end of April 2016). Endeavour Mining is focused on effectively managing its existing assets to maximize cash flow as well as pursuing organic and strategic growth opportunities that benefit from its management and operational expertise.

Endeavour Mining |Executive Office | Bureau 76, 7 Boulevard des Moulins, Monaco 98000

This news release contains 'forward-looking statements' including but not limited to, statements with respect to Endeavour's plans and operating performance, the estimation of mineral reserves and resources, the timing and amount of estimated future production, costs of future production, future capital expenditures, and the success of exploration activities. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as 'expects', 'expected', 'budgeted', 'forecasts' and 'anticipates'. Forward-looking statements, while based on management's best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which Endeavour operates. Although Endeavour has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed under its profile at www.sedar.com for further information respecting the risks affecting Endeavour and its business.

You can view the Previous News item: April 11th, 2016, Endeavour Mining starts construction of its Houndé Project, its next low-cost gold mine

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True Gold Mining

DEVELOPMENT STAGE
CODE : TGM.V
ISIN : CA89783T1021
CUSIP : 768906
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True Gold. is a gold development stage company based in Canada.

True Gold. holds various exploration projects in Burkina Faso.

Its main asset in development is KARMA in Burkina Faso and its main exploration properties are LIGIDI, BISSA, SOLNA, YARAMOKO and GOULAGOU / RAMBO / KAO in Burkina Faso.

True Gold. is listed in Canada and in United States of America. Its market capitalisation is CA$ 267.2 millions as of today (US$ 212.1 millions, € 187.6 millions).

Its stock quote reached its lowest recent point on January 09, 2009 at CA$ 0.09, and its highest recent level on April 15, 2011 at CA$ 1.09.

True Gold. has 398 840 000 shares outstanding.

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Financings of True Gold Mining
5/17/2011Withdraws Public Offering of Common Shares
5/9/2011. Announces Equity Financing
6/2/2009Announces Non-Brokered Private Placement
10/1/2008Announces Proposed C$1.98 million Private Placement with IFC
6/23/2008Closes 1.75 Million Unit Private Placement at $0.60
6/13/2008Announces Closing of Private Placement
5/26/2008reases Private Placement to Raise C$1.9 Million
Option Grants of True Gold Mining
2/11/2011Grant of 300,000 options to PR Firm
4/23/2010GRANT OF 300.000 STOCK OPTIONS TO B&D CAPITAL PARTNERS
9/9/2009Grant of 2.460.000 stock options
1/28/2009GRANT OF 730.000 STOCK OPTIONS TO directors, officers, emplo...
2/6/2008GRANT OF 1.010.000 STOCK OPTIONS TO directors, officers, emp...
12/3/2007GRANT OF 180.000 STOCK OPTIONS TO PR FIRM
10/22/2007GRANT OF 150.000 STOCK OPTIONS TO PR FIRM ASCENTA CAPITAL
7/9/2007GRANT OF 1.255.000 STOCK OPTIONS TO directors, officers, emp...
6/27/2007GRANT OF 150.000 STOCK OPTIONS TO PR FIRM MAU CAPITAL (MR....
2/27/2006GRANT OF 250.000 STOCK OPTIONS TO Mr. Ron Cooper for PR Ser...
1/26/2006GRANT OF 500.000 STOCK OPTIONS TO directors
5/5/2004GRANT OF 805.000 STOCK OPTIONS TO directors, officers, emplo...
1/12/2004GRANT OF 440.000 STOCK OPTIONS TO directors, officers, emplo...
8/19/2003GRANT OF 610.000 STOCK OPTIONS TO directors, officers, emplo...
Nominations of True Gold Mining
3/26/2015Appoints Christian Milau as Chief Executive Officer
2/11/2011Announces Investor Relations Advisor, Stock Options
6/9/2006announces hiring of exploration manager
Project news of True Gold Mining
4/26/2016Endeavour completes acquisition of True Gold
7/18/2011(Karma)Intersects 58 Metres Grading 1.13 g/t Gold at Karma
6/9/2011(Karma)Intersects New Gold Zone at Karma
6/1/2011(Karma)Reports 38 Metres Grading 5.6 g/t Gold From Karma
5/26/2011(Bissa)Starts Major Drill Program at Yaramoko and Reports Additiona...
4/26/2011(Karma)Reports More Positive Gold Results from Karma
4/8/2011(Yaramoko)Reports 28.61 g/t Au Over 20 Metres on Yaramoko Gold Project...
3/24/2011(Karma)Intersects High Grade Gold at Karma
2/28/2011(Karma)Increases Gold Resources at Karma by 70 Percent
7/13/2010(Bissa)Grants Options on Three Gold Properties
1/18/2010(Karma)Defines High Grade Gold Mineralized Trend
1/6/2010(Karma)Drilling Defines Gold Mineralized Trend
11/4/2009(Karma)New Gold Zone
9/24/2009(Karma)Commences Drilling on Karma Gold Project
8/26/2009(Karma)Drilling Plans on Karma Gold Project
7/6/2009(Karma)Independent Technical Report on the Karma Gold Project
9/18/2008(Karma)Extends Gold Mineralization at Karma
8/12/2008(Karma)Continues to Expand Gold Mineralization at Karma
7/10/2008(Karma)Initiates Resource Estimate for Karma Project
5/7/2008(Goulagou / Rambo / Kao)Extends Goulagou Mineralization to Depth at Karma
3/10/2008Intersects 16.7 g/t Gold (0.49 oz/ton) over 12 Metres at Kar...
2/28/2008 Intersects 5.47 g/t Gold over 10 Metres at Karma
1/29/2008(Goulagou / Rambo / Kao)Resumes Drilling at Kao Main Gold Zone
4/16/2007Intersects 10 metres of 3.55g/t Gold on Kao
4/5/2007(Rambo - Kao)Confirms And Extends Multiple Gold Zones On Kao
6/6/2006(Ligidi)plans 15,000m of RAB drilling on Burkina properties
Corporate news of True Gold Mining
4/21/2016Endeavour and True Gold Shareholders Approve Acquisition Tra...
4/21/2016True Gold Announces Securityholder Approval of Plan of Arran...
4/11/2016True Gold Announces First Gold Production
4/11/2016LEADING INDEPENDENT ADVISORY FIRMS ISS AND GLASS LEWIS SUPPO...
4/11/2016Independent Advisory Firms ISS and Glass Lewis Support Plant...
3/24/2016True Gold Mails and Files Meeting Materials for Upcoming Spe...
1/13/2016True Gold announces appointment of new Director
1/12/2016True Gold signs $10 million equipment finance facility
12/31/2015True Gold grants incentive stock options
10/26/2015True Gold appoints Peter Hardie as Chief Financial Officer
10/24/2015Sandstorm Gold Provides Asset Updates
10/23/2015Sandstorm Gold Provides Asset Updates
10/20/2015True Gold begins mining at Karma
9/25/2015Karma Mine Update
9/17/2015Karme Mine Update
9/17/2015True Gold: Karma Mine Update
8/24/2015True Gold Mining reports Q2 2015 financial & operating resul...
6/22/2015True Gold introduces David Laing as Chief Operating Officer
6/19/2015True Gold grants incentive stock options
3/26/2015True Gold appoints Christian Milau as Chief Executive Office...
3/2/2015Ture Gold provides update on Karma Project
3/2/2015True Gold Provides Update on Karma Project
1/29/2015True Gold Provides Progress Update on Karma
1/20/2015True Gold Provides Corporate and Operational Update
1/14/2015IIROC Trading Resumption - TGM
1/14/2015(Karma)Temporarily Suspends Operations at Karma
1/14/2015True Gold Temporarily Suspends Operations at Karma
1/14/2015IIROC Trading Halt - TGM
12/24/2014True Gold draws down additional US$20.7M of project financin...
12/9/2014True Gold reports temporary work slowdown
12/6/2014True Gold Files PEA for North Kao and Updated Feasibility St...
11/24/2014True Gold Mining reports Q3 2014 financial results
11/17/2014Karma Gold Mine construction on time, on budget
10/31/2014True Gold Mining provides update on events in Burkina Faso
10/30/2014True Gold Mining Provides Update on Events in Burkina Faso
10/21/2014True Gold's North Kao Deposit to generate over US$118 millio...
9/25/2014Sandstorm Gold Remits First Upfront Payment to True Gold
9/25/2014True Gold Commences Draw Down of Project Financing
9/18/2014True Gold Receives All Permits for the Karma Gold Project
9/8/2014True Gold Secures Long-Term Cement Contract at a Price Signi...
2/22/2013.: Directors Approve Name Change
2/13/2013.: Widely Spaced RC Drilling at Liguidi Hits Near-Surface Go...
1/29/2013(Karma).: RAB Program Reveals Widespread Near-Surface Gold Minerali...
12/12/2012Announces Change in Financial Year-End
11/7/2012(Karma)Files NI 43-101 Updated Resource Estimate Technical Report o...
10/15/2012.: Corporate Update
10/10/2012(Bissa)Intersects 6.95 g/t Gold Over 6 m at Bissa East Property
9/17/2012Intersects 9.50 g/t Gold Over 12 Metres at Kao Deposit
9/10/2012Intersects 2.39 g/t Gold Over 24 Metres at Kao
7/11/2011Reports Thick Gold Intercepts at Goulagou I
6/20/2011Reports Multiple Mineralized Intervals From Nami
3/23/2010Commences Drilling at Nami Site
12/8/2009HRA Advisories Coverage of Riverstone Resources (RVS: TSX-V)
2/9/2010Sampling Program Underway at Nami Gold Discovery Zone
2/8/2010Raises $1.8 Million
1/28/2010Commences Follow-up Program at Nami Gold Discovery Zone
6/19/2009Raises $2.1 Million
6/16/2008Resumes Drilling at Karma
4/29/2008Grants Financing and Option Rights to Teck Cominco
4/7/2008Expands Kao Main Zone at Karma
3/21/2006(Ligidi)new exploration permits signed in the Bissa area of Burkina ...
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TSX-V (TGM.V)
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