HALIFAX, Sept. 10 /CNW/ - Etruscan Resources Inc. ("Etruscan") announced that Endeavour Financial Corporation and Etruscan concluded the arrangement today by which Endeavour acquired all of the shares of Etruscan that Endeavour did not already own ("Arrangement"). Effective today, Endeavour owns 100% of the outstanding shares of Etruscan.
Under the Arrangement, Etruscan shareholders (other than Endeavour and its affiliates) received C$0.26 in cash plus 0.0932 of an Endeavour share for each Etruscan share. Information was sent today to former Etruscan shareholders explaining how to exchange their Etruscan share certificates for cash and certificates for Endeavour common shares.
It is strongly recommended that all former Etruscan shareholders return a completed letter of transmittal (or give instructions to their broker to do so, if their shares are registered in street form) as soon as possible, in order to receive their cash and share entitlements for their Etruscan shares.
Important Notice to U.S. Shareholders
Due to U.S. securities law considerations, Endeavour is not offering or distributing its securities in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States ("U.S. Holders"), except in very limited circumstances. U.S. Holders of Etruscan shares are not entitled to receive Endeavour shares and will instead receive the C$0.26 in cash plus the pro rata proceeds of the sale by Computershare Investor Services Inc. (the "Depositary") of the Endeavour shares that U.S. Holders would have been entitled to receive. The Depositary will effect the sale of all such Endeavour shares through the facilities of the Toronto Stock Exchange as soon as reasonably practicable. Endeavour will pay the costs and fees of the Depositary and brokers in connection with such sales. Payment to the U.S. Holders will be based on the average sale price received for such sales.
A Letter of Transmittal has been mailed today to all registered shareholders and will also be available at the Company's profile at www.sedar.com or by contacting the Company directly. All U.S. Holders should return a completed Letter of Transmittal and the certificates formerly representing the Etruscan shares together with such other documentation, if any, as provided for in the Letter of Transmittal to the Depositary at the address specified in the Letter of Transmittal (or give instructions to their broker to do so, if their shares are registered in street form) as soon as possible, in order to receive their cash payment representing their pro rata interest in the proceeds from the sale of such Endeavour shares.
The securities discussed herein have not been registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of any "U.S. Person" (as defined in Regulation S under the 1933 Act) or person in the United States absent such registration or an exemption from such registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, or to, or for the account or benefit of, a U.S. Person or person in the United States. For further information, such U.S. Holders are encouraged to refer to Etruscan's Management Information Circular dated July 17, 2010 and available at the Company's profile at www.sedar.com.
About Etruscan
Etruscan Resources Inc. is a gold mining company with large land positions in West Africa. The Company's principal mine projects include the Youga Gold Mine in Burkina Faso and the Agbaou Gold Project in Côte d'Ivoire. Exploration programs and initiatives are on-going in Burkina Faso, Mali and Côte d'Ivoire.
This press release may contain certain forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements may include statements regarding exploration results and budgets, mineral reserve and resource estimates, work programs, capital expenditures, mine operating costs, production targets and timetables, future commercial production, strategic plans, market price of precious metals or other statements that are not statements of fact. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Various factors that may affect future results include, but are not limited to: fluctuations in market prices of precious metals; foreign currency exchange fluctuations; risks relating to mining exploration and development including reserve estimation and costs and timing of commercial production; requirements for additional financing; political and regulatory risks, and other risks and uncertainties described in the Company's annual information form filed with the Canadian Securities regulators on SEDAR (www.sedar.com). Accordingly, readers should not place undue reliance on forward-looking statements.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS RELEASE.
For further information:
Etruscan Resources Inc. Janice Stairs, General Counsel email: [email protected] Tel: (877) 465-3674/ Fax (902) 832-6702 |
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