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Endeavour Silver Corp. (TSX:EDR - News; NYSE Amex:EXK)(DBFrankfurt:EJD)
announced on November 19, 2010 an amended offer ("Amended Offer")
to purchase all of the outstanding common shares ("Cream Shares")
of Cream Minerals Ltd. ("Cream") on the following basis:
a. Cdn.$0.14 in cash per Cream Share; or
b. 0.02575 of a common share of
Endeavour per Cream Share.
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THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 2:00 P.M. (PACIFIC TIME) ON DECEMBER
6, 2010.
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CREAM SHAREHOLDERS ARE URGED TO TENDER THEIR SHARES TO THE AMENDED OFFER
WITHOUT DELAY.
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IN THE EVENT THE "MINIMUM TENDER CONDITION" OF AT LEAST 50.1% OF THE CREAM
SHARES BEING TENDERED BY THE EXPIRY OF THE AMENDED OFFER ON DECEMBER 6, 2010
IS NOT MET, THERE IS NO ASSURANCE THAT THE AMENDED OFFER WILL BE EXTENDED,
IN WHICH EVENT THE AMENDED OFFER WILL TERMINATE.
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On November 23, 2010, the Board of
Directors of Cream ("Board") announced that it had filed a Notice
of Change ("Cream Notice of Change") in relation to the Amended
Offer, amending and supplementing its supplementary directors' circular of
October 29, 2010. The Cream Notice of Change stated the following:
-- Capital West Partners had delivered to the independent committee
("Independent Committee") of the Board a fairness opinion that the
consideration offered to shareholders of Cream ("Cream Shareholders")
under the Amended Offer is fair, from a financial point of view, to the
Cream Shareholders.
-- The Independent Committee delivered to the Board its unanimous
recommendation that the Board recommend to Cream Shareholders who wish
to realize upon their investment to accept the Amended Offer and tender
their Cream Shares to the Amended Offer.
-- The Board, by majority vote, concluded that the Amended Offer is fair,
from a financial point of view, to Cream shareholders, and recommends
that Cream Shareholders who wish to realize upon their investment in
Cream Shares at this time accept the Amended Offer.
Cream Shareholders should note the
following from the Cream Notice of Change:
-- The Amended Offer is the only offer for 100% of the Cream Shares that is
available for acceptance by the Cream Shareholders and offers Cream
Shareholders an opportunity for immediate liquidity and certainty of
value. No superior proposal is currently expected by the Board.
-- Cream's ability to continue as a going concern is dependent on its
ability to obtain additional financing. If the Amended Offer is not
successful and for any reason Cream cannot or does not complete the
transaction contemplated by the purchase and joint venture offer of
Minco Silver Corporation ("Minco Offer"), Cream will have an immediate
need for additional financing.
-- There are significant risks and uncertainties related to the Minco Offer
which are described in further detail below.
-- The technical report prepared on the Nuevo Milenio property was prepared
by F. Holcapek who is a "Qualified Person" but is not independent of
Cream within the meaning of NI 43-101, Standards of Disclosure for
Mineral Projects. It is possible that an independently prepared mineral
resource estimate could be materially different from the inferred
mineral resource estimates contained in the Report.
Market Considerations
-- The recent increases in the share price of Cream were solely the result
of the Amended Offer, in the absence of which Cream Shares can be
expected to return to lower historic trading prices.
-- In the event the "Minimum Tender Condition" of at least 50.1% of the
Cream Shares (on a fully diluted basis) being deposited under the
Amended Offer and not withdrawn by the expiry of the Amended Offer on
December 6 is not met, there is no assurance that the Amended Offer will
be extended, in which event the Amended Offer will lapse.
The Minco Offer is not a viable
alternative
There are significant risks and
uncertainties related to the Minco Offer including:
-- The Minco Offer is not irrevocable and can be withdrawn by Minco at any
time. It is also subject to governmental, regulatory and stock exchange
approvals which may include shareholder approval.
-- There is no obligation for Minco to incur work expenditures and earn an
additional 20% in the Nuevo Milenio project or to develop the property
at all. Cream will be required to contribute its share of expenses on
the Nuevo Milenio project, either on the basis of 50% if Minco fails to
exercise its option, or on the basis of 30% if Minco exercises its
option.
-- There is no assurance that Cream will have sufficient funds to maintain
its interest in the Nuevo Milenio project and if its interest is diluted
to less than 10%, Cream's interest will convert to a 1% net smelter
returns royalty.
-- Minco is a non-producing mineral exploration company whose principal
mineral property is located in China. Minco has no experience operating
in Mexico and holds no mineral interests in Mexico.
-- If Cream cannot implement the transaction contemplated by the Minco
Offer, it will require additional financing. Current market conditions,
the challenging funding environment and the recent low trading price of
the Shares may make it difficult for Cream to raise sufficient funds
through equity financings. There can be no assurance that the required
funding will be available to the Company on acceptable terms, or at all,
and completion of future financings may result in substantial dilution
for Shareholders.
Shareholders are encouraged to review
the Offer material for full details and act quickly. If you require
additional copies of the Offer materials or require assistance tendering your
shares, please contact Endeavour's Information Agent, Laurel Hill Advisory
Group toll free at 1-877-304-0211 (416-304-0211 collect) or by email at assistance@laurelhill.com. A copy
of these materials can also be accessed on SEDAR at www.sedar.com
or the company's website at www.edrsilver.com.
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THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 2:00 P.M. (PACIFIC TIME) ON DECEMBER
6, 2010.
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Endeavour Silver Corp. is a small-cap silver
mining company focused on the growth of its silver production, reserves and
resources in Mexico. Since start-up in 2004, Endeavour has posted five
consecutive years of growing silver production and resources. The organic
expansion programs now underway at Endeavour's two operating silver mines in
Mexico combined with its strategic acquisition and exploration programs
should help Endeavour achieve its goal to become the next premier mid-tier
silver mining company.
ENDEAVOUR SILVER CORP.
BRADFORD COOKE, Chairman and Chief
Executive Officer
Contact:
Hugh Clarke
Endeavour Silver Corp.
Toll free: 877-685-9775 or (604) 685-9775
(604) 685-9744 (FAX)
hugh@edrsilver.com
www.edrsilver.com |