Federal Court approves Adamus Resources Ltd. Scheme of Arrangement for merger with Endeavour Mining Corp.
The Scheme will become effective once a copy of the Court order is lodged with the Australian Securities and Investments Commission on 5 December 2011.
Under the Scheme, Adamus shareholders will receive 0.285 Endeavour shares, in the form of CHESS Depositary Interests (CDIs) or shares, for each Adamus share they hold on the Record Date(1).
Effective Date of the Scheme and last 5 December 2011
day of trading of the Adamus shares on
Delisting Adamus shares from the TSX 5 December 2011
Endeavour CDIs commence trading on the 6 December 2011
ASX on a deferred settlement basis2
Record Date for determining 7pm (Sydney time)
entitlements to the Scheme 12 December 2011
Implementation Date for the Scheme 19 December 2011
Despatch of holding statements for New As soon as practicable after
Endeavour Shares (in the form of CDIs) 19 December 2011
or direct registration statements for
New Endeavour Shares (in the form of
New Endeavour Shares (in the form of 20 December 2011
CDIs) commence trading on a normal
settlement basis on the ASX
All dates and times are Perth, Western Australia times unless indicated otherwise and are indicative only. Any changes to the above timetable will be announced to ASX and available on Adamus' website http://www.adamusresources.com.au
Capitalised terms used in this announcement have the same meaning as set out in the Scheme Booklet dated 21 October 2011 (unless indicated otherwise).
ADAMUS RESOURCES LIMITED
(signed) Ian Cunningham
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
(1) Ineligible Foreign Shareholder will not receive Endeavour shares (in the form of CDIs or shares) under the Scheme. Instead, the number of Endeavour shares that would otherwise have been issued to them under the Scheme will be issued to a Sale Agent, as each Ineligible Foreign Shareholder's nominee in trust, who will sell those Endeavour shares on the TSX following the implementation of the Scheme. The Sale Agent will then pay each Ineligible Foreign Shareholder the sale proceeds, net of any brokerage, taxes and charges.
(2) As the exact number of Endeavour CDIs to be issued to you will not be known until after the Adamus Record Date and will not be communicated to you until after you receive your confirmation of issue following the Implementation Date, if you trade in Endeavour CDIs during the deferred settlement period and prior to receipt of the written confirmation of issue, you do so at your own risk.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Adamus Resources Limited
Mr Ian Cunningham - Company Secretary
on 61 8 9322 5943