Endeavour Announces Publication of Circular and Notice of Extraordinary General Meeting
Endeavour Mining has published a circular and notice for an extraordinary general meeting scheduled for September 9, 2021. The meeting aims to secure shareholder approval for a reduction of capital to create distributable reserves for potential dividends and share repurchases. This includes the issuance of a special class of shares in Endeavour Gold Corporation linked to long-term awards. Shareholders will receive meeting materials by August 13, 2021, and proxy forms must be submitted by September 7, 2021. More details can be found in the circular.
- Proposal to create distributable reserves could enhance dividend payments.
- Special class of shares may improve incentives for long-term performance.
- None.
ENDEAVOUR ANNOUNCES PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING
London, 11 August 2021 – Endeavour Mining plc (LSE: EDV, TSX: EDV) (“the Company” or “Endeavour”) has today published a circular to shareholders (the “Circular”) containing a notice of an extraordinary general meeting of the Company to be held at 2:00 pm BST / 9:00 am ET on 9 September 2021 (the “Meeting”).
The purpose of the Meeting is to seek shareholder approval for a reduction of capital to create distributable reserves which may be used to support the payment of dividends and any potential share repurchases by the Company over the longer term. The Company proposes to execute the reduction of capital through the capitalisation of a merger reserve rather than through the cancellation of a share premium account, as previously described in the prospectus dated 9 June 2021. The Company will also seek shareholder approval at the Meeting for the issue of a special class of shares in Endeavour Gold Corporation on the vesting of its long-term awards. Further information on these proposals is set out in the Circular.
A copy of the Circular is available at www.endeavourmining.com. Shareholders of the Company are encouraged to read the Circular in full. Shareholders should expect to receive the various meeting materials and forms of proxy by post on or after 13 August 2021. Proxy forms for the Meeting must be submitted no later than 2:00 pm BST/ 9:00 am ET on 7 September 2021. The Meeting will be held in a hybrid format conducted for those attending via the electronic platform as a live audio-only webcast. Shareholders can participate and vote online during the Meeting by following the instructions set out in the Circular. Further information, including how to vote at or appoint a proxy in respect of the Meeting, is set out in the Circular.
In accordance with UK Listing Rule 9.6.1, a copy of the Circular has been submitted to the Financial Conduct Authority (FCA) and will shortly be available for inspection via the National Storage Mechanism.
CONTACT INFORMATION
| Endeavour Mining Martino De Ciccio Vice President - Strategy & Investor Relations +44 203 640 8665 mdeciccio@endeavourmining.com | Brunswick Group LLP in London Carole Cable, Partner +44 7974 982 458 ccable@brunswickgroup.com Vincic Advisors in Toronto John Vincic, Principal +1 647 402 6375 john@vincicadvisors.com |
ABOUT ENDEAVOUR MINING PLC
Endeavour is one of the world’s senior gold producers and the largest in West Africa, with operating assets across Senegal, Cote d’Ivoire and Burkina Faso and a strong portfolio of advanced development projects and exploration assets in the highly prospective Birimian Greenstone Belt across West Africa.
A member of the World Gold Council, Endeavour is committed to the principles of responsible mining and delivering sustainable value to its employees, stakeholders and the communities where it operates. Endeavour is listed on the London Stock Exchange and the Toronto Stock Exchange, under the symbol EDV.
For more information, please visit www.endeavourmining.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including but not limited to statements regarding the plans, intentions, beliefs and current expectations of Endeavour with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding Endeavour’s expectations regarding the benefits of a premium listing in the UK with shares traded on the LSE including deeper access to a diverse investor pool with strong understanding of its key operating jurisdictions across West Africa and increased demand for its shares on the assumption that it will qualify for inclusion in the FTSE UK Index Series as well as the MSCI Europe Index, Endeavour’s ability to create sustainable shareholder value over the long term the anticipated timing for the payment of a shareholder dividend and statements with respect to future dividends payable to the Company’s shareholders the potential for continued or future dividends.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Endeavour management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Endeavour believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Endeavour. This forward-looking information may be affected by risks and uncertainties in the business of Endeavour and market conditions, including but not limited to: risks related to the successful integration of acquisitions or completion of divestitures; risks related to international operations; risks related to general economic conditions and the impact of credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; Endeavour’s financial results, cash flows and future prospects being consistent with Endeavour expectations in amounts sufficient to permit sustained dividend payments; the completion of studies on the timelines currently expected, and the results of those studies being consistent with Endeavour’s current expectations; actual results of current exploration activities; production and cost of sales forecasts for Endeavour meeting expectations; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; extreme weather events, natural disasters, supply disruptions, power disruptions, accidents, pit wall slides, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities; changes in national and local government legislation, regulation of mining operations, tax rules and regulations and changes in the administration of laws, policies and practices in the jurisdictions in which Endeavour operates; disputes, litigation, regulatory proceedings and audits; adverse political and economic developments in countries in which Endeavour operates, including but not limited to acts of war, terrorism, sabotage, civil disturbances, non-renewal of key licenses by government authorities, or the expropriation or nationalization of any of Endeavour’s property; risks associated with illegal and artisanal mining; environmental hazards; and risks associated with new diseases, epidemics and pandemics, including the effects and potential effects of the global Covid-19 pandemic.
This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in the prospectus published by Endeavour on 9 June 2021 and in filings made by Endeavour with the Canadian securities regulators, including Endeavour’s annual information form for the financial year ended December 31, 2020 and financial statements and related MD&A for the financial year ended December 31, 2020 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Endeavour has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Endeavour does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release.
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FAQ
What is the purpose of Endeavour Mining's extraordinary general meeting on September 9, 2021?
What changes is Endeavour Mining proposing regarding share structure?
When will shareholders receive materials for the extraordinary general meeting?
What is the deadline for submitting proxy forms for Endeavour Mining's meeting?
