Adamus Resources Ltd

Published : December 05th, 2011

Endeavour Mining Merger with Adamus Resources has Become Effective, Financial Restructuring Complete

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Re:        News Release - Monday, December 05, 2011
Title:     Endeavour Mining Merger with Adamus Resources has Become Effective, Financial Restructuring Completed and Admission to ASX Trading


Highlights:
  • Creation of a growth focused West African gold production and exploration company
  • Combined management team implemented
  • 55% reduction of Nzema hedge book volume
  • Availability of US$200 million corporate loan facility
  • Repayment of US$57 million Nzema project loan
  • Listed on TSX and start trading on ASX on December 6, 2011


Monaco, December 5, 2011 - Endeavour Mining Corporation ("Endeavour" or the "Corporation") (TSX:EDV) is pleased to announce that the scheme of arrangement relating to the merger ("Merger") between Endeavour and Adamus Resources Limited ("Adamus") has become effective resulting in the creation of a growth focused West African gold production and exploration company.

The management team and board of directors of Endeavour now include management and board members from Adamus. Neil Woodyer remains as the CEO and, effective today, Mark Connelly (Adamus' former Managing Director) is leading the operational management teams as COO. Mark Connelly, Martin Reed and Dr. Antony Harwood have been appointed to the Endeavour board of directors, which is now comprised of seven directors.

Endeavour is also pleased to announce that it has reduced the hedge book at its Nzema Mine in Ghana following the elimination of the hedge book at its Youga Mine in Burkina Faso announced on November 29, 2011. The Nzema hedging program covered 255,000 ounces at a fixed price of $1,061.75 per ounce and Endeavour has reduced this by 139,000 ounces, or 55%, for a cash settlement amount of US$96.7 million. The remaining hedge book volume of 116,000 ounces (with the $1,061.75 fixed price) has been re-profiled with quarterly deliveries with 10,000 ozs during 2012 and 2013, and 32,000 ozs during 2014, 2015, and 2016.

Endeavour has drawn US$100 million of its new US$200 million four-year revolving corporate loan facility from UniCredit Bank AG to fully repay the US$57 million Nzema project loan and provide a cash balance of approximately US$100 million following these transactions, which will provide strong liquidity and flexibility to Endeavour. The undrawn US$100 million is available for general corporate purposes, capital expenditures and acquisitions.

Neil Woodyer, CEO, stated: "Significant work by the combined Endeavour and Adamus teams has gone into this merger and the integration of our companies. As planned, we have moved quickly to implement the new management structure, repay the Nzema project loan, and significantly reduce the Nzema hedge book. With less than 6% of our attributable 2.0 million reserve ounces hedged, we have greatly improved our exposure to the price of gold and our attractiveness as a gold producer in the marketplace. I would like to thank everyone involved for their hard work and our shareholders for their continuing support. We look forward to demonstrating the value and potential of the bigger and better Endeavour Mining."

Endeavour anticipates issuing a maximum of 129,341,319 shares as consideration under the Merger in exchange for shares of Adamus on December 19, 2011 and resulting in approximately 244,494,000 shares issued and outstanding. Endeavour CDIs are scheduled to commence trading on the ASX under the ASX symbol "EVR" on a deferred settlement basis on December 6, 2011 and are expected to commence trading on a normal settlement basis on or about December 20, 2011.

About Endeavour Mining Corporation

Endeavour is a growth focused West African gold production and exploration company led by an accomplished management team. With attributable reserves totalling 2.0 million ounces, Endeavour is currently producing gold at a rate of 180,000 ounces per year from two operating mines (Nzema in Ghana and Youga in Burkina Faso). With a near-term mine construction decision (Agbaou, C�te d'Ivoire) and an extensive 2012 exploration program, Endeavour's goal is to produce approximately 250,000 ounces of gold per year from the end of 2013 from existing properties. Endeavour also has an acquisition growth strategy focused on West Africa and is targeting the acquisition of additional gold production by the end of 2013.

Endeavour Mining Corporation is listed on the TSX (symbol EDV) and was admitted to the ASX (symbol EVR) on December 5, 2011.

On behalf of Endeavour Mining Corporation

"Neil Woodyer"

Neil Woodyer
Chief Executive 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 Mining 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 additional information, contact:

Stephen Roberts, Senior Vice President - Investor Relations (604) 609-6130, sroberts@endeavourmining.com

or

Vanguard Shareholder Solutions 1-866-341-4111 or (604) 608-0824, investor@endeavourmining.com


Copyright � 2011 ENDEAVOUR MINING CORPORATION (EDR) All rights reserved. For more information visit our website at http://www.endeavourmining.com/ or send email to info@endeavourmining.com ..

Data and Statistics for these countries : Burkina Faso | Ghana | Monaco | All
Gold and Silver Prices for these countries : Burkina Faso | Ghana | Monaco | All

Adamus Resources Ltd

PRODUCER
CODE : ADU.AX
ISIN : AU000000ADU5
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Adamus Resources is a gold producing company based in Australia.

Adamus Resources holds various exploration projects in Australia.

Its main asset in production is NZEMA in Ghana, its main asset in development is SOUTHERN ASHANTI GOLD PROJECT in Ghana and its main exploration properties are ALIVA in Ghana and SERPENTINE RIDGE PROJECT and BOLLINGER DIAMOND PROJECT in Australia.

Adamus Resources is listed in Australia, in Canada, in Germany and in United States of America. Its market capitalisation is AU$ 320.3 millions as of today (US$ 330.5 millions, € 260.7 millions).

Its stock quote reached its lowest recent point on October 05, 2001 at AU$ 0.05, and its highest recent level on January 16, 2004 at AU$ 1.59.

Adamus Resources has 447 904 191 shares outstanding.

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4/19/2011ADU - Hon Joel Fitzgibbon applauds Adamus Resources
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8/10/2009(Southern Ashanti Gold Project)A$40M Placement for Project Development
7/24/2008(Southern Ashanti Gold Project) New Discovery at Bokrobo
8/2/2007(Southern Ashanti Gold Project)Drill rigs secured for Ghana expansion
7/24/2007(Southern Ashanti Gold Project)Drilling Hits Target : 14m @ 11.5g/t
7/5/2007(Southern Ashanti Gold Project)New drilling program targets more ounces
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8/24/2011Financial Post-Endeavour to merge with Adamus
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7/15/2011ADU - MD/CEO Mark Connelly discusses Adamus' operations and ...
6/9/2011ADU - Adamus Resources reaffirms full year gold production g...
12/21/2009CREDIT-APPROVED FINANCE PACKAGE
12/16/2008EPA GIVES GREEN LIGHT FOR MINING AT GHANA GOLD PROJECT
1/31/2008Drill Results at Avrebo show Additional Ounces
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10/11/2007POSITIVE DRILL RESULTS AT AVREBO POINT TO NEW RESOURCE
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