Toronto Stock Exchange: EDV
GEORGE TOWN, Grand Cayman, Nov. 17, 2011 /CNW/ - Endeavour Mining Corporation ("Endeavour" or the "Corporation") (TSX: EDV) is pleased to announce that Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("GL") have recommended that shareholders of Endeavour vote FOR the Share Issuance Resolution, in connection with the merger between Endeavour and Adamus Resources Limited ("Adamus") (ASX: ADU) (the "Merger"), at the upcoming special meeting of shareholders to be held on November 25, 2011.
In addition, ISS and GL have recommended that shareholders of Adamus vote FOR the Scheme of Arrangement Resolution at the upcoming meeting of Adamus shareholders to be held on November 28, 2011.
ISS and GL are leading independent international corporate governance analysis and proxy voting firms. Their recommendations assist shareholders to make decisions regarding proxy voting.
In their analysis and from an Endeavour shareholder perspective, ISS said: "The strategic rationale is satisfactory, market reaction has been positive and there are no corporate governance concerns. As such, approval of the share issuance is warranted."* GL said: "We see no significant reason to doubt the strategic rationale behind the proposed merger, as the combined company should have a strong balance sheet, two operating mines and numerous West African mining projects in the pipeline. The deal may also better position the combined company for future acquisitions that are currently unavailable to both Adamus and Endeavour on a stand-alone basis."*
Neil Woodyer, CEO, commented "We are pleased that both ISS and GL support the Endeavour and Adamus boards' views that shareholders should support the resolutions to effect the Merger. The Merger will create a leading West African gold production, development and exploration company, which will be a platform for future growth and acquisitions."
Endeavour shareholders are reminded to vote their proxy FOR the Merger before the proxy deadline of Wednesday, November 23, 2011 at 9:00 A.M (Monaco Time).
For further information or assistance in voting your shares or to request additional copies of the Meeting Materials, Endeavour shareholders should contact Kingsdale Shareholder Services Inc. at 1-866-581-1571 toll free in North America or collect at 416-867-2272 outside of North America or by email at firstname.lastname@example.org.
*Permission to quote from the ISS and GL reports was neither sought nor obtained.
About Endeavour Mining Corporation
Endeavour is a gold producer. Endeavour also holds an extensive exploration land position and various advanced-stage development gold projects in West Africa. Endeavour has a global strategy, supported by financial resources and management's company building expertise, to grow into an intermediate gold producer through strategic acquisitions.
On August 21, 2011, Endeavour and Adamus announced they have entered into a definitive Merger Implementation Agreement to combine through an all-stock merger of equals transaction creating a new growth focused West African gold producer. In connection with the merger, a special meeting of Endeavour's shareholders has been scheduled to be held on November 25, 2011 which, if approved, will result in the merger closing during December 2011.
The common shares of Endeavour Mining Corporation are traded on the Toronto Stock Exchange under the symbol "EDV".
On behalf of Endeavour Mining Corporation
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.