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“We are pleased to have the strong support of the shareholders of Endeavour as we take this important step to create a leading West African gold producer. The combined company will have improved strategic positioning, an enhanced ability to manage risks, a stronger capital market profile, and sustained ability to produce over 1 million ounces of gold while improving the combined group’s ability to generate shareholder returns. We look forward to working closely with the SEMAFO team to close the transaction and integrate our teams.”
Sebastien de Montessus
President & CEO
Endeavour Mining Corporation.
SEMAFO Inc yesterday announced that its shareholders have approved the previously announced Plan of Arrangement pursuant to which it will combine with Endeavour Mining Corporation. Over 99.7% of the votes cast by SEMAFO shareholders were in favour of the Arrangement.
In a seperate communication, Endeavour Mining Corporation took to its media site to announce that its shareholders have voted overwhelmingly in favour of the special resolution in support of the plan pursuant to which Endeavour will indirectly acquire all of the SEMAFO common shares on the basis of 0.1422 of an Endeavour common share for each outstanding SEMAFO Share.
Sebastien de Montessus, Endeavour President & CEO, commented: “We are pleased to have the strong support of the shareholders of Endeavour as we take this important step to create a leading West African gold producer. The combined company will have improved strategic positioning, an enhanced ability to manage risks, a stronger capital market profile and sustained ability to produce over 1 million ounces of gold while improving the combined group’s ability to generate shareholder returns. We look forward to working closely with the SEMAFO team to close the transaction and integrate our teams.”
Endeavour shareholders also voted overwhelmingly in favour of an ordinary resolution which approved the issuance of shares in accordance with the previously announced subscription agreement entered into between La Mancha Holding S.a.r.l. and Endeavour. As disclosed in the Joint Circular of Endeavour and SEMAFO relating to the Arrangement, to give effect to the La Mancha subscription Endeavour has also filed a preliminary short-form base shelf prospectus.
As shareholder approvals have now been obtained, Endeavour and SEMAFO will seek to obtain the final order in respect of the Arrangement from the Superior Court of Québec. The arrangement remains subject to certain other customary closing conditions fully described in the joint management circular and, as previously disclosed, Endeavour has received a notice from the Director of Investments under the Investment Canada Act (the ICA) stating that the Minister Innovation, Science and Industry requires additional time to consider whether a review of the Arrangement under section 25.3(1) of the ICA concerning national security is needed.
Endeavour indicated that it will work with the Director to address any outstanding questions or concerns. The Minister has until June 25, 2020 to consider whether to order such a review. If no such order is issued, and assuming all of the remaining customary conditions to the Arrangement are satisfied or waived, the closing of the Transaction is expected to occur before the end of June 2020.
“This combination will create one of the leading gold companies, with the largest portfolio of operating assets located entirely in West Africa. In addition to being immediately accretive on all key metrics, this transaction will enhance our scale as well as providing improved trading liquidity, greater asset diversification and a reduced risk profile for all shareholders. We will also continue to benefit from having La Mancha as a cornerstone shareholder, who will invest $100 million into the combined entity and hold a 25 percent interest on a pro forma basis.” Michael Beckett Chairman Endeavour Mining Corporation.