European Minerals and Lero Gold Corp. Announce Definitive Business
Combination Agreement
LONDON, UNITED KINGDOM--(May 13, 2008)
THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
European Minerals Corporation ("EMC") (TSX:EPM)(AIM:EUM) and Lero
Gold Corp. ("Lero") (TSX VENTURE:LER) are pleased to announce the
signing of a definitive business combination agreement pursuant to which EMC
will acquire all of the outstanding common shares of Lero in exchange for
common shares of EMC.
The business combination is to be effected via a plan of arrangement (the
"Arrangement"), as described in the companies' joint news release of
18 April 2008 (the "Initial Release"). Under the Arrangement, Lero
shareholders will receive one common share of EMC for each one common share of
Lero held. Warrant and option holders of Lero will be entitled to receive one
common share of EMC upon the due exercise of each such warrant or option.
In addition to signing the definitive business combination agreement:
a) Lero closed its Cdn$66 million equity financing on 8 May 2008 (see Lero press
release dated 8 May 2008);
b) EMC and Lero have closed the US$25 million interim loan from Lero to EMC as
described in the Initial Release, which allowed EMC to repay the US$5 million
bridge loan from Endeavour Mining Capital Corp; and
c) the parties have received an Interim Order of the Supreme Court of British
Columbia to, among other things, authorise and direct that a meeting of Lero
shareholders be convened to consider and, if thought fit, approve the
Arrangement.
The Lero shareholder meeting to consider the Arrangement has been scheduled for
9:00a.m. in Vancouver, Canada on 10 June 2008. An information circular in
respect of that meeting, along with the business combination agreement, will be
mailed to Lero shareholders and posted on www.sedar.com.
The Arrangement requires the approval by two-thirds of Lero shareholders voting
at the meeting. The Arrangement also requires a Final Order of the Supreme
Court of British Columbia, which will be applied for immediately following the
meeting, provided the requisite shareholder and stock exchange approvals have
been obtained.
After completion of the Arrangement it is expected that current EMC
shareholders will own approximately 67% of the combined company and current Lero
shareholders will own approximately 33%, calculated on a non-diluted basis.
Endeavour Financial International Corporation is acting as the exclusive
financial advisor to EMC and its legal counsel is Macleod Dixon LLP. Canaccord
International Limited is acting as financial advisor to Lero and its legal
counsel is McCullough O'Connor Irwin LLP. Additional advisory services, including the provision of a
fairness opinion, are being provided to Lero by PI Financial Corp.
EMC Overview
EMC is a mineral exploration and development company focused on identifying,
acquiring and developing resource projects. Its principal asset is the
Varvarinskoye Gold-Copper deposit located in Kazakhstan and held by its
wholly-owned subsidiary, JSC Varvarinskoye. EMC has already poured gold and
produced gold-copper concentrate at Varvarinskoye and is currently ramping up
the throughput of ore in the process plant and expects to reach commercial
production in Q3 2008. Additional information, including details of the
resources and reserves of EMC, is available at www.SEDAR.com.
Lero Overview
Lero is a base and precious metal exploration company which is currently
exploring and developing advanced stage gold and base metal assets in the Tien Shan
metallogenic belt in Kyrgyzstan and the Rudny Altai metallogenic belt in
Kazakhstan. The two licence areas currently being explored are the Talas
licence area comprising Korgontash, Kentash, Taldybulak, and the Barkol
licences in north-western Kyrgyzstan and the Tokhtazan licence area comprising
the Akdzhol and Tokhtazan licences in south-western Kyrgyzstan. In Kazakhstan,
Lero is exploring the Karchiga licence area, located in the east of the
country. Additional information relating to Lero is available at www.SEDAR.com.
Forward-Looking
Information - This news release contains or refers to forward-looking
information. All statements, other than statements of historical fact, that
address activities, events or developments that EMC and Lero believes, expect
or anticipate will or may occur in the future are forward-looking information.
Such forward-looking information includes statements contained in this news
release regarding the completion of the Acquisition, targets, estimates and/or
assumptions in respect of future annual production of gold and copper, costs,
commodity prices, mineral resources and reserves, timing of commencement and
completion of "hot" commissioning and commencement of operations, potential
mineralization and future exploration, development and operational plans and
objectives (including delineating additional mineral resources). This
forward-looking information reflects the current expectations or beliefs of EMC
and Lero based on information currently available to them.
Forward-looking information is subject to a number of risks and uncertainties
that may cause the actual results of EMC and Lero to differ materially from
those discussed in the forward-looking information, and even if such actual results
are realised or substantially realised, there can be no assurance that they
will have the expected consequences to, or effects on EMC and/or Lero. Factors
that could cause actual results or events to differ materially from current
expectations include, but are not limited to: the grade and recovery of ore
which is mined varying from estimates; capital and operating costs varying
significantly from estimates; inflation; changes in exchange rates;
fluctuations in commodity prices; delays in the development or commissioning
of, and the commencement of operations at, EMC's Varvarinskoye Project caused
by unavailability of equipment, labour or supplies, weather and climatic
conditions, delays in the delivery and installation of plant and equipment or
otherwise; termination or suspension of EMC's current debt facility; failure of
Lero to raise the funds necessary to complete the Acquisition; the failure of
EMC and Lero to negotiate the terms under which funds are to be advanced as
contemplated herein or to negotiate definitive agreements; delays in obtaining
or failure to obtain required regulatory and shareholder approvals; uncertainty
of the outcome of any litigation; inability to delineate additional mineral
resources or reserves; and other factors. Any forward-looking information
speaks only as of the date on which it is made and, except as may be required
by applicable securities laws, EMC and Lero disclaim any intent or obligation
to update any forward-looking information, whether as a result of new information,
future events or results or otherwise. Although EMC and Lero believes that the
assumptions inherent in the forward-looking information are reasonable,
forward-looking information is not a guarantee of future performance and
accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein.
No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein. The TSX Venture
Exchange does not accept responsibility for adequacy or accuracy of this
release.
For more information, please contact
United Kingdom
European Minerals Corporation
Tony Williams
Chairman
+44 (0) 20 7529 7508
or
European Minerals Corporation
Bert Kennedy
President and CEO
+44 (0) 20 7529 7508
Website: www.europeanminerals.com
or
Lero Gold Corp.
Dr. Sergey V. Kurzin
Chairman
+44 (0) 20 7514 0590
or
Lero Gold Corp.
Alexander Yakubchuk
CEO
+44 (0) 20 7514 0590
or
Lero Gold Corp.
Gavin Dallas
Investor Relations
+44 (0) 20 7514 0590
Website: www.lerogold.com
or
Bankside Consultants
Michael Padley/ Michael Spriggs
+44 (0) 20 7367 8888
or
North America
Vanguard Shareholder Solutions Inc.
Keith Schaefer
1-866-448-0780
Email: ir@vanguardsolutions.ca
European Minerals
Vanguard Shareholder Solutions
Vanguard Shareholder
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