Endeavour Mining has announced its shareholders have voted overwhelmingly in favour of the special resolution in support of the plan of arrangement 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, comments:
“We are pleased to have the strong support of the shareholders 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.
As disclosed in the Joint Circular of Endeavour and SEMAFO relating to the Arrangement, to give effect to the La Mancha subscription the company 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 which are more 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 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 will work with the Director to address any outstanding questions or concerns, although it is not aware of any particular reasons for the notice.
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The Minister has until June 25, 2020 to consider whether to order such a review.
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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.