Adamus Resources Limited - Results of Scheme Meeting
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PERTH, Western Australia, Nov. 28, 2011 /CNW/ - Adamus Resources Limited
(Adamus) announces that Adamus shareholders today voted in favour of the scheme of arrangement (Scheme) which, subject to the approval of the Federal Court of Australia (Court), will facilitate the implementation of the merger between Adamus and Endeavour Mining Corporation (Endeavour). The meeting results are consistent with the unanimous recommendation made by the Adamus directors and follow the approval by Endeavour shareholders of the merger resolution considered by them at a meeting of Endeavour shareholders which was held on 25 November 2011.Results of Scheme Meeting
The resolution to approve the Scheme was passed at today's Scheme Meeting by the following majorities:
-- 99.87% of votes cast in favour of the resolution; and
-- 91.75% of the number of shareholders present and voting (either
in person or by proxy) in favour of the resolution.
These results exceed the majorities required for the purposes of the Corporations Act.
The votes cast on the resolution, which was put to a poll at the Scheme Meeting, were as follows:
_____________________________________________________________________
| | Number of |Percentage| Number of |Percentage of|
| | votes | ofvotes |shareholders|shareholders |
|___________________|___________|__________|____________|_____________|
|Votes 'FOR' the | | | | |
|resolution |280,647,602| 99.87%| 189| 91.75%|
|___________________|___________|__________|____________|_____________|
|Votes 'AGAINST' the| | | | |
|resolution | 356,033| 0.13%| 17| 8.25%|
|___________________|___________|__________|____________|_____________|
|Total |281,003,635| 100.00%| 206| 100.00%|
|___________________|___________|__________|____________|_____________|
In addition, 7,300 'ABSTAIN' votes were recorded from 2 shareholders.
207 valid proxies were received for the Scheme Meeting, representing 261,230,098 shares.
Details of valid proxies that were received by Adamus were as follows:
__________________________________________________________
|Resolution | For |Against| Open |Abstain|
|___________________|___________|_______|__________|_______|
|Agreement to Scheme|249,510,732|356,033|11,356,033| 7,300|
|___________________|___________|_______|__________|_______|
Second Court Hearing
A hearing before the Court to approve the Scheme is scheduled to be held at 10:00am WST on 2 December 2011. Adamus will make a further announcement following consideration of the Scheme by the Court.
Indicative Timetable
Effective Date of the Scheme
and last day of trading of the
Adamus shares on the ASX 5 December 2011
Endeavour CDIs commence trading
on the ASX on a deferred
settlement basis1 6 December 2011
Record Date for determining
entitlements to the Scheme 7pm (Sydney time) on
Consideration 12 December 2011
Implementation Date for the
Scheme 19 December 2011
Commencement of despatch of
holding statements for New
Endeavour Shares (in the form
of CDIs) or direct registration
statements for New Endeavour As soon as practicable after 19
Shares (in the form of shares) December 2011
New Endeavour Shares (in the
form of CDIs) commence trading
on a normal settlement basis on
the ASX 20 December 2011
All dates and times are Perth, Western Australia times unless indicated otherwise and are indicative only. Any changes to the above timetable will be announced to ASX and available on Adamus' website http://www.adamusresources.com.au
Capitalised terms used in this announcement have the same meaning as set out in the Scheme Booklet dated 21 October 2011 (unless indicated otherwise).
__________________________________
(1) As the exact number of Endeavour CDIs to be issued to you will not be known until after the Adamus Record Date and will not be communicated to you until after you receive your confirmation of issue following the Implementation Date, if you trade in Endeavour CDIs during the deferred settlement period and prior to receipt of the written confirmation of issue, you do so at your own risk.
Adamus Resources Limited
CONTACT: Mr Ian Cunningham - Company Secretary
on 61 8 9322 5943