Elliott Management Corporation

June 30, 2017 09:05 ET

Early Warning Report Regarding Irrevocable Undertakings Entered Into by Certain Funds Managed by Elliott Management Corporation to Support the Acquisition of Avnel Gold Mining Limited

TORONTO, ONTARIO--(Marketwired - June 30, 2017) - EARLY WARNING REPORT REGARDING IRREVOCABLE UNDERTAKINGS ENTERED INTO BY CERTAIN FUNDS MANAGED BY ELLIOTT MANAGEMENT CORPORATION TO SUPPORT THE ACQUISITION OF AVNEL GOLD MINING LIMITED BY ENDEAVOUR MINING CORPORATION

This press release relates to ordinary shares (the "Shares") of Avnel Gold Mining Limited (the "Issuer").

The Issuer's address is:

Avnel Gold Mining Limited
Les Echelons, Les Echelons Court
St. Peter Port, Guernsey
GY1 4AN

This press release is being issued to disclose the irrevocable undertakings entered into by the Acquiror (as defined below) to support the acquisition by Endeavour Mining Corporation ("Endeavour") of 100% of the Issuer's issued and outstanding Shares under a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme"). The Acquiror has agreed, among other things and subject to certain exceptions, to vote in favour of the Scheme in respect of its holdings of, in aggregate, 238,839,089 Shares, representing approximately 63.35% of the existing issued ordinary share capital of the Issuer, as described more fully in the support agreements dated June 29, 2017 that have been filed on SEDAR by the Issuer (the "Agreements").

Item 1 - Identity of the Acquiror

This press release is being issued on behalf of: Elliott Associates, L.P. ("Elliott Associates"), The Liverpool Limited Partnership ("Liverpool"), Manchester Securities Corp. ("Manchester"), and Elliott International, L.P. ("Elliott International" and, collectively with Elliott Associates, Liverpool and Manchester, the "Acquiror"). On June 29, 2017, the Acquiror entered into the Agreements to vote in favour of the Scheme in respect of its holdings of, in aggregate, 238,839,089 Shares, representing approximately 63.35% of the existing issued ordinary share capital of the Issuer.

The business addresses of Elliott Associates, Liverpool, Manchester and Elliott International are as follows:

c/o Elliott Management Corporation
40 West 57th Street
New York, New York
USA 10019

Paul E. Singer ("Singer") is a general partner of Elliott Associates. Hambledon, Inc., which is controlled by Singer, is the general partner of Elliott International. Liverpool is a subsidiary of Elliott Associates. Manchester is a subsidiary of Elliott Associates.

Item 2 - Interest in Securities of the Reporting Issuer

The Acquiror has control or direction over 238,839,089 Shares.

Item 3 - Purpose of the Transaction

As described in Item 1, the Acquiror has agreed to vote in favour of the Scheme. The successful completion of the Scheme may result in the following occurrences:

    1. the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
    2. a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
    3. a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
    4. a material change in the reporting issuer's business or corporate structure;
    5. a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
    6. the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; and
    7. a solicitation of proxies from securityholders;

Item 4 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

The Acquiror is party to the Agreements described in Item 1 pursuant to which it has undertaken, among other things and subject to certain exceptions, to vote in favour of the acquisition by Endeavour of 100% of the Issuer's issued and outstanding Shares under the Scheme. Under the terms of the Scheme, shareholders of the Issuer will receive 0.0187 of an Endeavour share for each share of the Issuer held, which represents a value of C$0.42 per share based on Endeavour's 5 days VWAP (C$ 22.58 per share) on the TSX on June 28, 2017, and a total transaction consideration of approximately C$159 million (US$122 million). The Agreements have been filed on SEDAR by the Issuer and should be referred to in their entirety for a complete description of their terms.

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