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Endeavour Announces Terms Of Its Merger Proposal For Centamin - Quick Facts

Endeavour Mining Corp. (EDV.TO, EDVMF.PK) said the company submitted a formal proposal to Centamin (CELTF.PK,CEY.L,CEE.TO) on November 25, 2019 regarding an all-share merger between Endeavour and Centamin plc. On November 28, 2019, Centamin informed its decision to not to discuss the prospects for a merger or its terms prior to the execution of a standstill agreement and non-disclosure agreement. As a result, Endeavour, on Tuesday, announced the terms of its proposal in order to allow Centamin shareholders the opportunity to consider the proposal and encourage the Centamin Board to engage with Endeavour.

Endeavour is proposing an exchange ratio of 0.0846 Endeavour shares for each Centamin share. Based on this, Endeavour shareholders would own approximately 52.9% and Centamin shareholders would own approximately 47.1% of the combined group. The proposal values the entire issued share capital of Centamin at approximately 1.47 billion pounds.

Michael Beckett, Chairman of the Board of Endeavour, said: "Despite repeated good faith attempts to engage with Centamin, our efforts have been frustrated by their refusal to entertain any discussions about a merger before entering into a standstill agreement. A standstill would have the effect of precluding us from taking the proposal to shareholders if the proposal was not seriously considered by Centamin."

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