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Vancouver,
Canada - November 19, 2010 - Endeavour Silver Corp. (TSX: EDR, NYSE-Amex:
EXK, DB-Frankfurt: EJD) ("Endeavour") confirms that on November 18,
2010 it gave notice to Valiant Trust Company, the depositary for Endeavour's offer
("Offer") to acquire all of the outstanding common shares
("Cream Shares") of Cream Minerals Ltd. ("Cream"), of
Endeavour's Notice of Change, Variation and Extension dated November 18, 2010
(the "Notice of Variation"). The Notice of Variation has been filed
on SEDAR at www.sedar.com and will be mailed to all Cream
shareholders, along with an amended Letter of Transmittal and an amended
Notice of Guaranteed Delivery.
Pursuant to the Notice of Variation, Endeavour improved its offer to purchase
all of the Cream Shares on the revised basis of, at the election of each
Shareholder:
- Cdn$0.14 in cash per Cream Share (the
"Cash Election"); or
- 0.02575 of a common share of Endeavour
("Endeavour Share") per Cream Share (the "Share
Election")
The
Share Election
- The exchange ratio for the Share Election is based upon the 10 day volume
weighted average price ("VWAP") of the Endeavour Shares at the
close of trading on the Toronto Stock Exchange ("TSX") on November
8, 2010, the date of the notice of change and extension pursuant to which the
Cream shareholders were first notified of the proposed variations to the
Offer, which average price was Cdn$5.4363. The exchange ratio is intended to
value the consideration under the Share Election at the equivalent of
Cdn$0.14 per Cream Share. The 10 day VWAP of the Endeavour Shares at the
close of trading on the TSX on the last trading day prior to the date of the
Notice of Variation was Cdn$6.0815 per Endeavour Share, which imputes a value
of Cdn.$0.1566 per Cream Share.
The Cash Election - The increased offer price of Cdn$0.14 per
Cream Share under the Offer represents a premium of 105% over the average
closing price of the Shares of Cdn$0.068 for the ten trading days ended
September 24, 2010 (the last trading day prior to the announcement of the
initial Offer), a premium of 86% over the closing trading price of Cdn$0.075
per Share on September 24, 2010, and a premium of 27% over the closing price
of Cdn$0.11 per Share on November 8, 2010.
The Offer is open for acceptance by Cream shareholders until 2:00 p.m.
(Pacific time) on Monday, December 6, 2010, unless the Offer is extended or
withdrawn by Endeavour.
Cream shareholders who have validly deposited and not withdrawn their Cream
Shares under the Offer do not need to take further action to accept the Offer
for the Cash Election and will automatically be entitled to receive under the
Offer the increased consideration of Cdn$0.14 per Share pursuant to the Cash
Election. Such Shareholders will, however, have the opportunity to elect the
Share Election as described in the Notice of Change, Variation and Extension.
Investors may obtain a copy of the Circular, the Notice of Variation and
other documents filed by Endeavour with the Canadian securities regulators at
www.sedar.com. The Circular, the Notice of
Variation and other documents may also be obtained by contacting the
information agent, Laurel Hill Advisory Group, toll free at 1 877 304 0211 or
by email at assistance@laurelhill.com, or from Endeavour's website www.edrsilver.com or by directing their request to Endeavour
by telephone at (604) 685-9775 or by fax at (604) 685-9744.
Shareholders in the United States should be aware that that the Offer is
being made for the outstanding securities of a Canadian issuer and the
Circular, Notice of Variation and other documents filed by Endeavour with
Canadian securities regulators relating to the Offer have been prepared in
accordance with disclosure requirements in Canada. Such disclosure
requirements are different than those of the United States. The Offer is
being made in the United States pursuant to an exemption from U.S. tender
offer rules provided by Rule 14d-1(c) promulgated under the U.S. Securities
Exchange Act of 1934, as amended. Endeavour has filed with the United States
Securities and Exchange Commission on Forms CB and CB/A the Circular, Notice
of Variation and other documents filed by Endeavour with Canadian securities
regulators relating to the Offer. These filings are available at www.sec.gov.
The Endeavour Shares to be issued pursuant to the Offer will be
unregistered "restricted securities" within the meaning of Rule 144
under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") to the same extent and proportion that the Shares
exchanged by Shareholders pursuant to the Offer were restricted securities.
In addition, the U.S. Securities Act imposes restrictions on the resale of
the Endeavour Shares received pursuant to the Offer by persons who are
"affiliates" of Endeavour after the effective date of the proposed
business combination or who are "affiliates" of Endeavour at the time
the business combination is submitted to a vote.
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 aggressive silver
production, reserve and resource growth. 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.
Per:
/s/ "Bradford J. Cooke"
Bradford Cooke
Chairman and CEO
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