Endeavour to invest US$43 million in Etruscan and implement major financial
re-structuring plan
GEORGE TOWN, Grand Cayman,
Endeavour's strategic investment of US$43 million in Etruscan and the immediate implementation of a major financial restructuring plan is the catalyst that will ensure Etruscan is appropriately repositioned for future growth opportunities within the gold sector.
Four Endeavour nominees will join Etruscan's seven member board on closing of the Placement, being Neil Woodyer, Frank Giustra,
Neil Woodyer, Chief Executive Officer of Endeavour stated: "We've made a first and timely equity investment as part of our macro gold-focused investment strategy. We will continue to actively guide Etruscan to ensure operational turnaround at the Company's Youga Gold Project,
Endeavour's Gold Investment Strategy
Endeavour has a gold-focused investment strategy to create value through timely strategic investments in gold producers, and a vision to ultimately create an intermediate sized gold company.
The Corporation's management team believes in long-term rising gold prices and sees investment opportunity in companies like Etruscan, which have quality underlying resource assets but which face short-term financial challenges.
Endeavour has approximately US$150 million of cash and cash equivalents dedicated to its current gold-focused investment strategy and no further financing is required by Endeavour at this time to pursue this strategy. However, co-investment partners may be considered in the future on a deal-by-deal basis.
Benefits of Endeavour's Strategic Investment
- Addresses Etruscan's near-term financial needs - Increases leverage to rising gold-prices (reducing the US$700 per ounce gold call positions by approximately 50% results in less than 20% of Youga's current life-of-mine production being price capped) - Improves Etruscan's operating cash flow - Positions Etruscan for future growth opportunities The funding addresses Etruscan's near-term financial needs and will immediately facilitate the comprehensive restructuring of Etruscan's senior debt facility and related hedging, which was originally undertaken to finance the construction of the Youga Gold Project in Burkina Faso. Anticipated Use of Proceeds - US$23 million to re-purchase approximately 50% of the $700 per ounce gold call options; - Approximately US$8.5 million for repayment of Etruscan's outstanding unsecured convertible debt; - US$5 million for working capital purposes and improvements at the Youga Gold Project; - Approximately US$6.5 million for general corporate working capital requirements
Youga Gold Project
Etruscan has ownership (90%) in the Youga open-pit gold mine, located in
Key improvements in the current operational performance at the open-pit gold mine will be driven by better power solutions; grid power from
Proposed Senior Debt Restructuring
Significant restructuring terms have been approved by RMB
As part of the planned senior debt facility restructuring, the Senior Lenders have requested equity participation and on completion of the transaction will convert US$3 million of the US$33 million outstanding facility to common shares of Etruscan at the same price as the Endeavour Placement (C$0.30 per common share)
In addition, Conus Partners Inc., and affiliates have also requested equity participation and have agreed to convert US$2 million of an existing bridge loan to common shares of Etruscan at the same price as the Endeavour placement (C$0.30 per common share)
Endeavour's Share Ownership
In addition to the Placement, Endeavour has also agreed to purchase from Kirkland Intertrade Corp. and 2190776 Ontario Inc. 26,315,789 common shares and 6,855,760 share purchase warrants entitling Endeavour to acquire 6,855,760 Etruscan common shares. Endeavour does not currently hold any securities of Etruscan. After giving effect to this purchase, but prior to the closing of the Placement, Endeavour will hold 16.5% of the issued and outstanding common shares of Etruscan. Assuming full exercise of these warrants, but prior to the closing of the Placement, Endeavour will hold approximately 19.98% of Etruscan's common shares.
Following completion of the Placement and the purchase of the Etruscan shares and warrants in the preceding paragraph, Endeavour will hold approximately 54% of the issued and outstanding common shares of Etruscan on a post-closing basis, assuming the exercise of all of the warrants comprising the Kirkland Intertrade Corp. and 2190776 Ontario Inc. securities. The securities were acquired by Endeavour for investment purposes. While the Corporation does not currently have any intention to acquire further securities of Etruscan, Endeavour may in the future acquire or dispose of securities of Etruscan through the market or otherwise as circumstances or market conditions warrant.
Closing Conditions
The Placement and consequent debt restructuring is subject to completion of standard technical, legal and financial due diligence and the negotiation and entering into of definitive documentation. The Placement is further conditional upon finalizing documentation with the Senior Lenders to restructure the Youga debt facility on terms acceptable to Endeavour and Etruscan, and is subject to receipt of Etruscan shareholder approval for the Placement and the termination of Etruscan's Shareholder Rights Plan. A Special Meeting of Etruscan shareholders has been convened for
Endeavour has received commitments and indications of support for the proposed Placement from key Etruscan shareholders, representing more than 40% of the issued and outstanding shares of Etruscan.
Conference Call
Management's discussion of the proposed US$43 million investment and the Corporation's macro gold-focused investment strategy will be webcast by V-Call on
About Endeavour Financial Corporation
Endeavour is an independent merchant banking company focused on the global natural resources sector. The Corporation offers advisory services in project, corporate and debt capital markets; equity financings; mergers and acquisitions; and strategic business development. Endeavour also provides equity and bridge loans in support of clients, transactions, and other market opportunities. Accessing its global industry networks, Endeavour creates and launches new growth companies as both an advisor and investor.
Endeavour Financial Corporation is listed on the
For additional information, please visit our corporate website, www.endeavourfinancial.com
On behalf of Endeavour Financial Corporation "Bill Koutsouras" Bill Koutsouras Executive Vice President & Chief Financial Officer
The
For further information: Dr. Sally Eyre, Director Marketing & Business Development, (604) 609-6129 or Vanguard Shareholder Solutions, 1-866-341-4111 or (604) 608-0824
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