Endeavour Provides Update on its Preliminary Engagement with the Board of Centamin

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE.

FOR IMMEDIATE RELEASE.

ENDEAVOUR PROVIDES UPDATE ON ITS PRELIMINARY ENGAGEMENT WITH THE BOARD OF CENTAMIN

George Town, December 16, 2019 – Endeavour Mining Corporation (TSX:EDV) (OTCQX:EDVMF) (“Endeavour”) wishes to provide an update regarding the preliminary engagement it has had with Centamin plc (“Centamin”) to explore the potential combination of the two companies, following the announcement made on December 3, 2019. Endeavour remains convinced of the strategic rationale of combining both companies to create a diversified gold producer with a high-quality portfolio of assets and continues to believe that the proposed merger represents a significant value creation opportunity for both sets of shareholders.

On December 14, 2019, the CEO of Endeavour and the Chairman of Centamin met in Perth, Australia, to discuss the merits of the proposed transaction and proposed next steps. Ahead of this meeting, on December 10, 2019, both companies entered into a mutual non-disclosure agreement, which did not include a standstill undertaking.

During the December 14, 2019, meeting, it was agreed that in order to determine the feasibility of a transaction the parties would need to conduct a reciprocal due diligence exercise. The objective of the due diligence exercise would be to allow both companies to further understand each other’s assets and would be a critical precursor to allowing the parties to determine whether the financial terms of a transaction could be agreed that was in the best interests of both companies’ shareholders.

In order to commence the due diligence exercise, the parties now need to agree on the scope and timetable. As such, Endeavour sent its proposed due diligence timetable to Centamin yesterday.

As previously announced, Endeavour is subject to a “put up or shut up” (“PUSU”) deadline, under which, in accordance with Rule 2.6(a) of the UK City Code on Takeovers and Mergers (the “Code”), Endeavour is required, by no later than 5:00pm on December 31, 2019, to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce it does not intend to make an offer in accordance with Rule 2.8 of the Code.